Exhibit (k)(5)
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AMENDED AND RESTATED ADMINISTRATION AGREEMENT dated October 1, 2006
with effect from January 1, 2006, between each Pioneer Fund listed on Exhibit 1
hereto (each a "Fund" and collectively the "Funds") and Pioneer Investment
Management, Inc., a Delaware corporation (the "Manager").
WHEREAS, each of the Funds is registered as an investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and has filed with
the Securities and Exchange Commission (the "Commission") a registration
statement (the "Registration Statement") for the purpose of registering its
shares for public offering under the Securities Act of 1933, as amended (the
"1933 Act");
WHEREAS, the Manager has entered into a Management Contract (the
"Management Contracts") with each of the Funds;
WHEREAS, each Fund desires to retain the Manager to assist it in performing
certain services with respect to the Fund, and the Manager is willing to perform
such services on the terms and conditions set forth in this Agreement; and
WHEREAS, the Manager provides administrative services to the Funds pursuant
to an Administration Agreement dated October 9, 1998 between the Funds and the
Manager, and the Funds and the Manager intend that, upon the execution and
delivery of this Agreement, this Agreement shall supersede and replace the
Existing Agreement;
NOW THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, each Fund and the Manager hereby agree as follows:
1. Under the Management Contract, the Manager has agreed to pay for all of
the expenses of the Funds other than the costs of certain specified services or
obligations. Among other expenses that are be to paid by a Fund are (i) charges
and expenses for fund accounting, pricing and appraisal services and related
overhead, including, to the extent such services are performed by personnel of
the Manager or its affiliates, office space and facilities, and personnel
compensation, training and benefits; (ii) fees and expenses involved in
registering and maintaining registrations of the Fund and/or its shares with
federal regulatory agencies, state or blue sky securities agencies and foreign
jurisdictions, including the preparation of prospectuses and statements of
additional information for filing with such regulatory authorities; (iii)
expenses of shareholders' and Trustees' meetings and of preparing prospectuses,
notices, proxy statements and all reports to shareholders and to governmental
agencies; and (iv) charges and expenses of legal counsel to the Fund. Certain of
the Management Contracts also provide that the relevant Fund is responsible for
any other expense that the Fund, the Manager or any other agent of the Fund may
incur (A) as a result of a change in the law or regulations, (B) as a result of
a mandate from the Boards of Trustees with associated costs of a character
generally assumed by similarly structured investment companies or (C) that is
similar to the expenses listed above, and, in each case, that is approved by the
Boards of Trustees as being an appropriate expense of the applicable Fund. The
Manager and the Board of Trustees responsible for each Fund have determined that
it is reasonable to conclude that the personnel of the Manager can provide
certain of the services in a manner that is more operationally efficient and at
a lower cost than a third party vendor or professional. Based upon that
determination, the Funds and the Manager have entered into this Agreement.
2. The Funds authorize the Manager to perform on behalf of the Funds, and
the Manager agrees to perform, the accounting and accounting-related services
listed on Exhibit 2 hereto (the "Accounting Services"), subject to the
supervision of the Boards of Trustees. The list of Accounting Services to be
performed by the Manager may be revised from time to time by mutual agreement of
the parties.
3. The Funds authorize the Manager to perform on behalf of the Funds, and
the Manager agrees to perform, the legal services listed on Exhibit 3 hereto
(the "Legal Services"), subject to the supervision of the Boards of Trustees.
For purposes of clarity, it is recognized that such Legal Services are provided
for the benefit of the Funds in conjunction with legal services separately
provided to the Funds by counsel to the Funds, and nothing in this Agreement
shall cause the Manager to be responsible for the fees and disbursements of
counsel to the Funds. The Manager agrees that any Legal Services will, to the
extent required by applicable law, be performed by persons admitted to practice
in the appropriate jurisdiction and in a manner consistent with any applicable
code of professional conduct. The list of Legal Services to be performed by the
Manager may be revised from time to time by mutual agreement of the parties.
4. The Funds authorize the Manager to perform the compliance services
listed on Exhibit 4 hereto (the "Compliance Services" and together with the
Accounting Services and the Legal Services, the "Services"), subject to the
supervision of the Boards of Trustees. The list of Compliance Services to be
performed by the Manager may be revised from time to time by mutual agreement of
the parties.
5. Any investment company for which the Manager serves as investment
adviser may be added as a party to this Agreement by written agreement between
the Manager and such investment company. Each subsequently added investment
company shall be a "Fund" for purposes of this Agreement, and Exhibit 1 shall be
modified to reflect the addition of such Fund.
6. In consideration of provision of the Services, each Fund shall pay the
Manager a monthly fee at an annual rate of 0.0225% of the Fund's average daily
net assets (provided that in the case of those Funds indicated on Exhibit 1 as
being provided certain Accounting Services by a third party, the fee shall be at
an annual rate of 0.0175% of average daily net assets). The Manager and the
Funds agree that the fees payable under this Agreement will be reviewed on an
annual basis in connection with the Trustees' review of the continuation of the
Management Contracts and that the Manager shall provide such information as the
Trustees reasonably shall request to evaluate the benefits of this Agreement to
the Funds and the fees hereunder, including an analysis of the costs to the
Manager of providing the Services.
7. In performing the Services, the Manager shall act in accordance with the
Declarations of Trust, by-laws and prospectuses of the Funds, the Funds'
policies and procedures, and instructions of the Boards of Trustees responsible
for the Funds, and will conform to and comply with the requirements of the 1940
Act, the 1933 Act and all other applicable federal and state laws and
regulations, and will consult with Fund counsel, as necessary and appropriate.
The
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Manager will not be liable for any error of judgment or mistake of law in the
performance of the Services, but nothing contained herein will be construed to
protect the Manager against any liability to a Fund or its shareholders by
reason of willful misfeasance, bad faith or gross negligence in the performance
of the Services or by reason of its reckless disregard of its obligations and
duties under this Agreement. Each Fund separately shall indemnify and hold the
Manager harmless from all loss, cost, damage and expense, including reasonable
fees and expenses for counsel, incurred by the Manager resulting from or arising
out of the provision of the Services, provided that this indemnification shall
not apply to actions or omissions of the Manager, its officers or employees
resulting from or arising out of its or their own willful misfeasance, bad faith
or gross negligence. The Manager shall indemnify and hold each Fund harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by a Fund resulting from or arising out of the Manager's,
or its officers' or employees' own willful misfeasance, bad faith or gross
negligence.
8. (a) This Agreement shall be effective from the date hereof and shall
continue in effect until December 31, 2006 and shall continue thereafter for
successive one-year terms, unless terminated pursuant to the provision of
sub-section (b) of this Section 8, so long as such continuance is specifically
approved at least annually by the Boards of Trustees of the Funds and by a
majority of the Trustees who are not "interested persons" (as defined in the
0000 Xxx) of the Funds.
(b) Any party hereto may, without penalty, terminate this Agreement by
giving 60 days' written notice to the other party. Termination of this Agreement
with respect to any Fund shall in no way affect the continued validity of this
Agreement with respect to any other Fund. Payments for the Services prior to
such termination and due the Manager and unpaid by a Fund upon such termination
shall continue to be due and payable in accordance with this Agreement
notwithstanding such termination.
(c) This Agreement may be modified or amended as to any or all Funds
from time to time by written agreement of the Manager and the relevant Fund or
Funds.
(d) This Agreement shall not be assigned by either party hereto
without the prior consent in writing of the other party. This Agreement shall be
binding upon and shall inure to the benefit of each Fund, the Manager and their
respective successors and permitted assigns.
(e) The Manager hereby agrees that the books and records prepared
hereunder with respect to a Fund are the property of that Fund and further
agrees that, upon termination of this Agreement or otherwise upon request, the
Manager will surrender promptly to the Funds copies of the books and records
maintained hereunder.
9. The Manager agrees that, except as otherwise required by law or in
connection with any required disclosure to a regulatory authority, it will keep
confidential all records and information in its possession relating to the Funds
or their shareholders or shareholder accounts and will not disclose the same to
any person except at the request of or with the written consent of the Funds.
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10. The Manager is an independent contractor and not an employee of the
Funds for any purpose. If any occasion should arise in which the Manager gives
any advice to its clients concerning the shares of the Funds, the Manager will
act solely as investment counsel for such clients and not in any way on behalf
of the Funds or any series thereof.
11. This Agreement shall be construed as a separate agreement between each
Fund and the Manager, and under no circumstance shall the rights, obligations or
remedies with respect to a particular Fund be deemed to constitute a right,
obligation or remedy applicable to any other Fund. The term "Fund" as used in
this Agreement shall be deemed to refer separately to each investment company
(or series thereof) listed in Exhibit 1 to this Agreement unless the context
otherwise requires. Reference to the "parties" shall be deemed to include each
of the Funds, on one hand, and the Manager, on the other, unless the context
otherwise requires.
12. With respect to any Fund that is a Delaware statutory trust or
Massachusetts business trust, or series thereof, the Manager acknowledges and
agrees that, to the extent Trustees or officers thereof are regarded as entering
into this Agreement, they do so only as Trustees or officers and not
individually and that the obligations of the Agreement are not binding upon any
such Trustee or officer individually, nor on any shareholder of the trust, but
are binding only upon the assets and property of the particular trust or series
thereof, and all persons dealing with any class of shares of the trust must look
solely to the trust property belonging to such class for the enforcement of any
claims against the trust.
13. This Agreement sets forth the entire agreement of the parties with
respect to the subject matter of this Agreement and is intended to be the
complete and exclusive statement of the terms hereof.
14. This Agreement and all performance hereunder shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
15. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
16. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
17. Upon execution and delivery of this Agreement by the parties, this
Agreement shall supersede and replace the Existing Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers this 1st day of October 2006 with
effect from January 1, 2006.
Attest: The Pioneer Funds Listed on Exhibit 1
hereto
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx Xxxx
------------------------------------- ------------------------------------
Xxxxxxx X. Xxxxxxxx Xxxxxxx Xxxx
Secretary Treasurer
Attest: PIONEER INVESTMENT MANAGEMENT, INC.
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxx
------------------------------------- ------------------------------------
Xxxxxxxx X. Xxxxxx Xxxxxx X. Xxxx
Secretary President
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Administration Agreement dated October 1, 2006, amended as of March 30, 2007
FORM OF Exhibit 1
ADMINISTRATION AGREEMENT
Funds
Open-end Funds
Pioneer Bond Fund
Pioneer Emerging Markets Fund
Pioneer Equity Income Fund
Pioneer Equity Opportunity Fund
Pioneer Europe Select Equity Fund
Pioneer Fund
Pioneer Fundamental Growth Fund
Pioneer Global High Yield Fund
Pioneer Growth Shares
Pioneer High Yield Fund
Pioneer Ibbotson Asset Allocation Series
Pioneer Ibbotson Aggressive Allocation Fund*
Pioneer Ibbotson Conservative Allocation Fund*
Pioneer Ibbotson Growth Allocation Fund*
Pioneer Ibbotson Moderate Allocation Fund*
Pioneer Independence Fund
Pioneer International Equity Fund
Pioneer International Value Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Money Market Trust
Pioneer Cash Reserves Fund
Pioneer Protected Principal Trust
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Real Estate Shares
Pioneer Research Fund
Pioneer Select Equity Fund
Pioneer Select Value Fund
Pioneer Series Trust I
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Series Trust II
Pioneer AmPac Growth Fund
Pioneer AMT-Free CA Municipal Bond Fund
Pioneer AMT-Free Municipal Bond Fund
Pioneer Growth Leaders Fund
Pioneer Growth Opportunities Fund
Pioneer Small and Mid Cap Growth Fund
Pioneer Tax Free Money Market Fund
Pioneer Series Trust III
Pioneer Cullen Value Fund
Pioneer Series Trust IV
Pioneer Classic Balanced Fund
Pioneer Government Income Fund
Pioneer Institutional Money Market Fund
Pioneer International Core Equity Fund
Pioneer Treasury Reserves Fund
Pioneer Series Trust V
Pioneer Global Select Equity Fund
Pioneer High Income Municipal Fund
Pioneer Oak Ridge All Cap Growth Fund
Pioneer Select Research Growth Fund
Pioneer Select Research Value Fund
Pioneer Series Trust VI
Pioneer Floating Rate Fund
Pioneer Short Term Income Fund
Pioneer Small Cap Value Fund
Poneer Strategic Income Fund
Pioneer Tax Free Income Fund
Pioneer Value Fund
Pioneer Variable Contracts Trust:
Pioneer America Income VCT Portfolio
Pioneer AmPac Growth VCT Portfolio
Pioneer Balanced VCT Portfolio
Pioneer Bond VCT Portfolio
Pioneer Core Bond VCT Portfolio
Pioneer Cullen Value VCT Portfolio
Pioneer Emerging Markets VCT Portfolio
Pioneer Equity Income VCT Portfolio
Pioneer Equity Opportunity VCT Portfolio
Pioneer Europe VCT Portfolio
Pioneer Fund VCT Portfolio
Pioneer Global High Yield VCT Portfolio
Pioneer Growth Opportunities VCT Portfolio
Pioneer Growth Shares VCT Portfolio
Pioneer High Yield VCT Portfolio
Pioneer Ibbotson Aggressive Allocation VCT Portfolio*
Pioneer Ibbotson Growth Allocation VCT Portfolio*
Pioneer Ibbotson Moderate Allocation VCT Portfolio*
Pioneer International Value VCT Portfolio
Pioneer Mid Cap Value VCT Portfolio
Pioneer Money Market VCT Portfolio
Pioneer Oak Ridge Large Cap Growth VCT Portfolio
Pioneer Real Estate Shares VCT Portfolio
Pioneer Small and Mid Cap Growth VCT Portfolio
Pioneer Small Cap Value VCT Portfolio
Pioneer Strategic Income VCT Portfolio
Pioneer Value VCT Portfolio
Closed-end Funds
Pioneer Diversified High Income Trust*
Pioneer Floating Rate Trust*
Pioneer High Income Trust*
Pioneer Interest Shares
Pioneer Municipal High Income Trust*
Pioneer Municipal High Income Advantage Trust*
Pioneer Tax Advantaged Balanced Trust*
* Certain Accounting Services provided by a third party.
Updated as of March 30, 2007.
By:
---------------------------------
Name: Xxxxxxx Xxxx
Title: Treasurer of Each Fund Listed
Above
Exhibit 2
ADMINISTRATION AGREEMENT
Accounting Services
Fund Accounting
Maintain all accounting records for Funds
- Calculate and report daily net asset values per share and yields
- Recommend income and capital gains distribution rates
- Prepare Funds' financial statements and assist in Fund audits
Shareholder Reporting and Audit Liaison
- Prepare and file (via XXXXX) shareholder reports required by Rule
30e-1 under the 1940 Act and reports on Forms N-CSR, N-Q and N-SAR as
required by Rules 30d-1 and 30b-1 under the 1940 Act
- Manage the Funds' audit processes to ensure timely completion of
financial statements and shareholder reports
- Prepare reports related to advisory contract renewals for the Board of
Trustees' review, as well as other materials that the Board may
request from time to time
- Provide financial information for prospectus updates and other
regulatory filings
- Prepare and furnish the Funds with performance information (including
yield and total return information) calculated in accordance with
applicable U.S. securities laws and report to external entities such
information
Pricing and Corporate Actions
- Ensure accuracy and timeliness of prices supplied by external sources
to be used in daily valuations of all security positions held by each
Fund
- Support corporate actions and bankruptcy proof of claim analyses
- Validate hand communicate class action and bankruptcy proof of claim
information
- Present periodic valuation reports to Funds' Boards of Trustees
Systems and Administration
- Provide direction, supervision and administrative support to all Fund
Accounting, Administration and Controllership (FAACS) teams providing
Accounting Services hereunder
- Provide systems support to users of Fund accounting and portfolio
pricing software, and manage relationships with applicable software
and hardware vendors
- Develop and maintain applications and systems interfaces for FAACS
teams
Controllership Services
- Manage Fund expense payment cycles (e.g., timeliness and accuracy of
payments, allocation of costs among Funds)
- Coordinate and standardize Fund expense accruals and budgeting
- Provide expense reports as required
- Compile daily reports of shareholder transactions from all sources for
entry into Fund books
- Provide daily reconciliation of receivable, payable and share accounts
between Funds' records and sources of shareholder transactions
- Manage the daily process to minimize "as of" gains and losses to Funds
- Communicate daily Fund prices
- Provide information and consultation on financial matters relating to
the Funds including, without limitation, dividend distributions,
expense pro formas, expense accruals and other matters
Tax Services
- Manage the Funds' federal, state and applicable local tax preparation
and reporting
- Prepare fiscal and excise tax distribution calculations
- Prepare and file federal, state and any local income tax returns,
including tax return extension requests
- Prepare shareholder year-end reporting statements
- Provide the appropriate amounts and characterization of distributions
declared during the calendar year for Forms 1099 and similar reporting
- Periodically review and determine distributions to be paid to
shareholders pursuant to Sub Chapter M requirements
- Consult with the Funds' Treasurer on various tax issues as they arise
and with the Funds' auditors when appropriate
Updated as of January 1, 2006.
Exhibit 3
ADMINISTRATION AGREEMENT
Legal Services
Registration Statements, Proxy Statements and Related Securities and Exchange
Commission ("SEC") Filings
- Maintain SEC filing calendar for the Funds' Registration Statement
filings
- Prepare and file (via XXXXX) amendments to the Funds' Registration
Statements, including preparing prospectuses and statements of
additional information (SAIs)
- Prepare and file (via XXXXX) supplements to the Funds' prospectuses
and registration statements
- Prepare and file (via XXXXX) Fund proxy statements; provide
consultation on proxy solicitation matters (i.e., with regard to the
solicitation and tabulation of proxies in connection with shareholder
meetings; the coordination of the printing and distribution of proxy
materials, etc.)
- Review comments from the SEC on Fund Registration Statements and proxy
statement filings and contribute to the preparation of responses to
such comments
- Conduct and manage use of software utilized to aid in maintaining
content of disclosure in Fund prospectuses and SAIs,
including related language database
- Prepare and file (via XXXXX) Rule 24f-2 Notices
- SEC Electronic Filing (XXXXX) Responsibilities
- Maintain and develop enhancements to Pioneer's XXXXX-related
systems and procedures, including contingency planning
- Maintain XXXXX related databases and document archives
- Liaison with third party XXXXX agents when necessary
Blue Sky Administration (State Registration)
- Principal liaison with Blue Sky vendor (the fees and expenses of which
are charged separately to the applicable Funds)
- Coordinate SEC filing schedule and Fund documentation with Blue Sky
vendor
- Monitor status of state filings with Blue Sky vendor
- Transfer Agent coordination
- Review Blue Sky vendor statements and invoices
- Conduct Blue Sky vendor due diligence, as appropriate
- Hiring oversight
- In-person meetings
- Independent audit of services
Shareholder Report Review and Support
- Review annual and semi-annual shareholder reports, including review of
text of footnotes, as well as management's discussion of Fund
performance, Trustee and officer background information and other
non-financial statement aspects of reports
- Provide consulting to FAACS in meeting regulatory requirements
applicable to financial statements
- With Fund counsel and FAACS, review comments from the SEC on Fund
financial statement filings and assist in the preparation of responses
to such comments
Corporate Secretarial and Governance Matters
- Maintain general calendar for Trustee meetings (including meetings of
committees of Boards of Trustees); track items that require annual or
other periodic review and/or approval by Trustees; coordinate meeting
presentations
- Maintain awareness of regulatory changes and track compliance dates
with respect thereto
- Prepare agenda and background materials for Trustee and Board
committee meetings (i.e., memoranda, proposed resolutions), attend
meetings, prepare minutes and follow up on matters raised at meetings
- Review draft materials and coordinate review by Trustees and external
personnel (i.e., Fund counsel and auditors)
- Produce and distribute materials to Trustees and other meeting
attendees
- Oversee vendors and technology that facilitate assembly, production
and distribution of Trustee materials
- Attend and assist in coordination of shareholder meetings
- Monitor fidelity bond and directors' and officers' errors and
omissions policies and make required filings with the SEC; act as
principal liaison with Funds' insurance carriers and agents;
coordinate amendments to and annual renewals of policies and coverage,
including completion of materials for Board consideration
- Maintain Fund records required by Section 31 of the 1940 Act and the
rules thereunder, except those records that are either the
responsibility of the Manager under the Management Contract with the
Funds or otherwise are maintained by the Funds' other service
providers (e.g., subadviser, custodian, transfer agent)
- Maintain corporate records on behalf of the Funds, including, but not
limited to, copies of minutes, contracts and Trustee meeting materials
Miscellaneous Services
- Preparation and filing of the Funds' Form N-SAR, Form N-CSR, Form N-Q
and Form N-PX filings
- Prepare and make Section 16 filings on behalf of the officers and
Trustees of the closed-end Funds
Updated as of January 1, 2006.
Exhibit 4
ADMINISTRATION AGREEMENT
Compliance Services
- Assist the Funds in responding to routine and non-routine regulatory
inquiries, examinations and investigations
- Provide consultation on regulatory matters relating to Fund operations
and any potential changes in the Funds' investment policies,
operations or structure
- Develop or assist in developing guidelines and procedures to improve
overall compliance by the Funds and their various agents
- Oversee implementation and testing of the Funds' compliance-related
policies and procedures
Updated as of January 1, 2006.
