AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
This AMENDED AND RESTATED ADMINISTRATION AGREEMENT ("Agreement") is made as
of July 1, 2008, as amended and restated as of this 1st day of November, 2009,
by and between each Trust listed on Appendix A annexed hereto (each, a "Trust"),
each a Delaware statutory trust, and Pioneer Investment Management, Inc., a
Delaware corporation (the "Administrator").
WHEREAS, each Trust is a registered management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust wishes to engage the Administrator to provide certain
administrative services to each Trust with respect to the series of the Trust
designated in Appendix A annexed hereto from time to time (the "Funds"); and
WHEREAS, the Administrator is willing to furnish such services on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed as follows:
1. Each Trust hereby engages the Administrator to perform the administrative
services listed on Appendix B annexed hereto (as such Appendix may be
revised from time to time by agreement of the parties) with respect to each
Fund, except as otherwise provided in Appendix B with respect to accounting
services to be provided by third parties to certain Funds, for the period and on
the terms set forth in this Agreement. The Administrator accepts such engagement
and agrees to render the services herein set forth, for the compensation herein
provided.
2. Subject to the direction and control of the Board of Trustees (the
Board), the Administrator shall perform the administrative services listed on
Appendix B. In no event shall the Administrator be deemed to have assumed any
duties with respect to, or be responsible for, the distribution of the shares of
any Fund, nor shall the Administrator be deemed to have assumed, or have any
responsibility with respect to, functions specifically assumed by any investment
adviser, transfer agent, fund accounting agent, custodian, shareholder servicing
agent or other agent, in each case employed by a Trust or a Fund to perform such
functions. With respect to the legal services listed in Appendix B, 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 their
counsel, and nothing in this Agreement shall cause the Administrator to be
responsible for the fees and disbursements of counsel to the Funds.
3. Subject to the Board's approval, the Administrator may employ one or more
service providers, including affiliates of the Administrator, to provide certain
of the services to be provided by the Administrator under this Agreement, by
entering into a written agreement with each such entity on such terms as the
Administrator determines to be necessary, desirable or appropriate, provided
that in each case such contracts are entered into in accordance with all
applicable requirements of the 1940 Act. Except as otherwise provided in
paragraph 9, each Trust agrees that the Administrator shall not be accountable
to the Trust or any Fund or any Fund's shareholders for any loss or other
liability arising out of any error or omission by any such service provider.
4. Each Trust shall furnish to the Administrator such documents and
information as may be necessary or appropriate to enable the Administrator to
perform its duties hereunder and with such other documents and information with
regard to each Fund's affairs as the Administrator may from time to time
reasonably request.
5. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Administrator hereby agrees that any records that it maintains hereunder for any
Fund are the property of the Fund, and further agrees to surrender promptly to
the Fund any of such records upon the Fund's request. The Administrator further
agrees to arrange for the preservation of any of such records required to be
maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule
31a-2 under the 1940 Act.
6. The Administrator shall supply the Board and the officers of each Trust
with all information and reports reasonably required by them and reasonably
available to the Administrator relating to the services provided by the
Administrator hereunder.
7. (a)(i) As compensation for the services performed by the Administrator
under this Agreement, each Fund shall reimburse the Administrator its pro rata
share, based on the Fund's average daily net assets (or the Fund's average daily
managed assets if so set forth on Appendix A hereto), of the Administrator's
costs of providing the services hereunder, provided that the costs attributed to
those Funds indicated on Appendix A as being provided certain accounting
services by a third party shall be reduced accordingly. In determining the
Administrator's costs of providing services hereunder, personnel-related costs
associated with the Administrator's legal, compliance and fund accounting,
administration and controllership ("FAACS") services shall be allocated in
accordance with prescribed allocation percentages reviewed by the Board from
time to time. On a quarterly basis, the Administrator will provide the Board
with information comparing the Administrator's actual costs of providing
services hereunder and the budgeted amount of such costs to the Funds.
(ii) The Administrator and each Fund agree that the Administrator and the
Board will review at least annually a budget as to the costs relating to the
provision of services by the Administrator hereunder, which budget shall include
the allocation percentages applicable to personnel-related costs associated with
the Administrator's legal, compliance and FAACS services. Such budgeted costs
and/or such allocation percentages also will be reviewed at other times should
the budgeted costs or the circumstances affecting the allocation percentages, as
the case may be, change materially. In connection with each review, the
Administrator will provide the Board with such information as the Board may
reasonably request.
(iii) Each Fund shall pay amounts due from it hereunder as promptly as
possible after the last day of each month. If this Agreement is terminated with
respect to any Fund as of any date not the last day of the month, such Fund
shall pay amounts due from it hereunder as promptly as possible after such date
of termination.
(b) The Administrator shall furnish all facilities and personnel
necessary for performing the Administrator's services hereunder and shall
furnish to each Trust office space in the offices of the Administrator or in
such other place as may be agreed upon from time to time. The Administrator
shall pay directly or reimburse each Trust for all expenses not hereinafter
specifically assumed by the Trust where such expenses are incurred by the
Administrator or by the Trust in connection with the management of the affairs
of, and the investment and reinvestment of the assets of, the Trust. Each Trust,
on behalf of each Fund that is a series of the Trust, shall assume and shall pay
(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 a Fund's investment adviser (the "Manager") or its affiliates,
office space and facilities, and personnel compensation, training and benefits;
(ii) the charges and expenses of auditors; (iii) the charges and expenses of any
investment adviser, administrator, custodian, transfer agent, plan agent,
dividend disbursing agent, registrar or any other agent appointed by the Trust;
(iv) issue and transfer taxes chargeable to the Trust in connection with
securities transactions to which the Trust is a party; (v) insurance premiums,
interest charges, any expenses in connection with any preferred shares or other
form of leverage, dues and fees for membership in trade associations and all
taxes and corporate fees payable by the Trust to federal, state or other
governmental agencies; (vi) fees and expenses involved in registering and
maintaining registrations of the Trust 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; (vii) all expenses of
shareholders' and Board of Trustees' (the "Board", and each Board member, a
"Trustee") meetings and of preparing, printing and distributing prospectuses,
notices, proxy statements and all reports to shareholders and to governmental
agencies; (viii) charges and expenses of legal counsel to the Trust and the
Trustees; (ix) any fees paid by the Trust in accordance with Rule 12b-1
promulgated by the Securities and Exchange Commission (the "Commission")
pursuant to the 1940 Act; (x) compensation of those Trustees of the Trust who
are not affiliated with, or "interested persons" (as defined in the 0000 Xxx)
of, the Manager, the Trust (other than as Trustees), Pioneer Investment
Management USA Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of
preparing and printing share certificates; (xii) any fees and other expenses of
listing the Trust's shares on the New York Stock Exchange, American Stock
Exchange or any other national stock exchange, (xiii) interest on borrowed
money, if any; (xiv) fees payable by the Trust under management agreements and
under this Agreement; and (xv) extraordinary expenses. Each Trust shall also
assume and pay any other expense that the Trust, the Manager or any other agent
of the Trust may incur not listed above that is approved by the Board (including
a majority of the independent Trustees) as being an appropriate expense of the
Trust. In addition, each Trust, on behalf of each Fund that is a series of the
Trust, agrees to pay all brokers' and underwriting commissions chargeable to the
Trust in connection with securities transactions to which the Fund is a party.
8. The Administrator assumes no responsibility under this Agreement other
than to render the services called for hereunder, in good faith, and shall not
be liable for any error of judgment or mistake of law, or for any act or
omission in the performance of the services, provided that nothing in this
Agreement shall protect the Administrator against any liability to a Fund to
which the Administrator otherwise would be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties hereunder. As
used in paragraph 9 and paragraph 10, the term "Administrator" shall
include any affiliates of the Administrator performing services for a Trust or
any Fund pursuant to this Agreement and the partners, shareholders, directors,
officers and employees of the Administrator and such affiliates.
9. Each Fund separately shall indemnify and hold the Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Administrator resulting from or arising out of the
provision of the Administrator's services, provided that this indemnification
shall not apply to actions or omissions of the Administrator, its officers or
employees resulting from or arising out of its or their own willful misfeasance,
bad faith or gross negligence. The Administrator 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 Administrator's, or its officers' or employees' own willful misfeasance, bad
faith or gross negligence.
10. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Administrator who may also be a Trustee,
officer, or employee of a Trust or any Fund to engage in any other business or
to devote his time and attention in part to the management or other aspects of
any other business, whether of a similar nature or a dissimilar nature, nor to
limit or restrict the right of the Administrator to engage in any other business
or to render services of any kind, including investment advisory and management
services, to any other fund, firm, individual or association.
11. For purposes of this Agreement, a Fund's "net assets" shall be
determined as provided in the Fund's then-current Prospectus and Statement of
Additional Information, and references to the "1940 Act" shall include any rule,
regulation or applicable exemptive order of the Securities and Exchange
Commission (the "SEC") thereunder and the interpretive guidance with respect to
the 1940 Act by the SEC or its staff. "Managed assets" means (a) the total
assets of a Trust, including any form of investment leverage, minus (b) all
accrued liabilities incurred in the normal course of operations, which shall not
include any liabilities or obligations attributable to investment leverage
obtained through (i) indebtedness of any type (including, without limitation,
borrowing through a credit facility or the issuance of debt securities), (ii)
the issuance of preferred stock or other similar preference securities, and/or
(iii) any other means. The liquidation preference on any preferred shares is
not a liability.
12. This Agreement will become effective with respect to each Fund on the
date first above written or such later date set forth opposite the Fund's name
on Appendix A annexed hereto, provided that it shall have been approved by the
applicable Trust's Board, and, unless sooner terminated as provided herein, will
continue in effect for each Fund designated on Appendix A on the date hereof
until December 31, 2009, and for each Fund added to Appendix A hereafter, until
the date specified in Appendix A. Thereafter, if not terminated, this Agreement
shall continue in effect with respect to each Fund for successive one-year
terms, so long as each such term is approved by the Board.
13. This Agreement is terminable with respect to any Fund (i) without
penalty, by the Board or (ii) by the Administrator upon not less than 90 days'
written notice to the applicable Trust. This Agreement may be terminated with
respect to one or more Funds without affecting the validity of this Agreement
with respect to any other Fund designated on Appendix A.
14. The Administrator agrees that for services rendered to each Fund, or for
any claim by it in connection with the services rendered to the Fund under this
Agreement, it shall look only to assets of the Fund for satisfaction and that it
shall have no claim against the assets of any other portfolios of any Trust.
The undersigned officer of the Trusts has executed this Agreement not
individually, but as an officer under each Trust's Declaration of Trust and the
obligations of this Agreement are not binding upon any of the Trustees, officers
or shareholders of the Trusts individually.
15. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
16. This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. Should any part of this Agreement be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. This Agreement shall be binding
on and shall inure to the benefit of the parties hereto and their respective
successors.
17. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
18. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
19. This Agreement amends and restates in its entirety the prior
administration agreement in effect for each Trust and Fund.
[signature page to follow]
IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
THE PIONEER TRUSTS LISTED ON APPENDIX A
On behalf of the Funds named therein
By:___________________________________
Name: Xxxx X. Xxxxxxx
Title: Treasurer
PIONEER INVESTMENT MANAGEMENT, INC.
By:___________________________________
Name: Xxxxx X. Xxxxxxx
Title: Chief Financial Officer
APPENDIX A
(UPDATED AS OF NOVEMBER 1, 2009)
OPEN-END FUNDS
TRUST FUND EFFECTIVE DATE/INITIAL TERM DATE
----- ---- --------------------------------
--------------------------------
Pioneer Bond Fund Pioneer Bond Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-December
31, 2009
----------------- ----------------- -----------------------------------
Pioneer Emerging Pioneer Emerging Effective Date: July 1, 2008
Markets Fund Markets Fund Initial Term: July 1, 2008-
December 31, 2009
----------------------------- ----------------------------- -------
--------------------------------
Pioneer Equity Pioneer Equity Effective Date: July 1, 2008
Income Fund Income Fund Initial Term: July1, 2008-
December 31, 2009
-------------------------- -------------------------- ------------------
Pioneer Equity Pioneer Equity Effective Date: July 1, 2008
Opportunity Fund Opportunity Fund Initial Term: July 1, 2008-
December 31, 2009
------------------------------- ------------------------------- -------
Pioneer Fund Pioneer Fund Effective Date: July 1, 2008
Initial Term: July 1, 2008-
December 31, 2009
------------ ------------ --------------------------------------------
Pioneer Fundamental Pioneer Fundamental Effective Date: July 1, 2008
Growth Fund Growth Fund Initial Term: July 1, 2008-
December 31, 2009
------------------------------- ------------------------------- -------
Pioneer High Pioneer High Effective Date: July 1, 2008
Yield Fund Yield Fund Initial Term: July 1, 2008-
December 31, 2009
----------------------- --------------------------------------------
------------------------------- ------------------------------- -------
Pioneer Ibbotson Pioneer Ibbotson Aggressive Effective Date: July 1, 2008
Asset Allocation Series Allocation Fund* Initial Term: July 1, 2008-
December 31, 2009
-------------------------------------------- ---------------------
Pioneer Ibbotson Pioneer Ibbotson Conservative Effective Date: July 1, 2008
Asset Allocation Series Allocation Fund* Initial Term: July 1, 2008-
December 31, 2009
-------------------------------------------- ---------------------
Pioneer Ibbotson Pioneer Ibbotson Growth Effective Date: July 1, 2008
Asset Allocation Series Allocation Fund* Initial Term: July 1, 2008-
December 31, 2009
-------------------------------------------- ---------------------
Pioneer Ibbotson Pioneer Ibbotson Moderate Effective Date: July 1, 2008
Asset Allocation Series Allocation Fund* Initial Term: July 1, 2008-
December 31, 2009
-------------------------------------------- ---------------------
Pioneer Independence Pioneer Independence Effective Date: July 1, 2008
Fund Fund Initial Term: July 1, 2008-
December 31, 2009
------------------------- ------------------------- ------------------
Pioneer Mid Cap Pioneer Mid Cap Effective Date: July 1, 2008
Growth Fund Growth Fund Initial Term: July 1, 2008-
December 31, 2009
--------------------------- --------------------------- -------------
Pioneer Mid Cap Pioneer Mid Cap Effective Date: July 1, 2008
Value Fund Value Fund Initial Term: July 1, 2008-
December 31, 2009
--------------------------- --------------------------- -------------
Pioneer Money Pioneer Cash Reserves Fund Effective Date: July 1, 2008
Market Trust Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- ------------------
*Certain accounting services provided by a third party.
--------------------------------
Pioneer Protected Pioneer Protected Effective Date: July 1, 2008
Principal Trust Principal Plus Fund Initial Term: July 1, 2008-
December 31, 2009
--------------------------------- -------------------------------------
--------------------------------------------
Pioneer Real Pioneer Real Effective Date: July 1, 2008
Estate Shares Estate Shares Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- ------------------
Pioneer Research Pioneer Research Effective Date: July 1, 2008
Fund Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- ------------------
Pioneer Series Pioneer Oak Ridge Effective Date: July 1, 2008
Trust I Large Cap Growth Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- ------------------
Pioneer Series Pioneer Oak Ridge Effective Date: July 1, 2008
Trust I Small Cap Growth Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- ------------------
Pioneer Series Pioneer Growth Fund Effective Date: May 15, 2009
Trust I Initial Term: May 15, 2009-
December 31, 2010
-------------------------- -------------------------- ------------------
Pioneer Series Pioneer Intermediate Tax Effective Date: May 15, 2009
Trust I Free Income Fund Initial Term: May 15, 2009-
December 31, 2010
-------------------------- -------------------------- ------------------
Pioneer Series Pioneer Select Mid Effective Date: May 15, 2009
Trust I Cap Growth Fund Initial Term: May 15, 2009-
December 31, 2010
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer AMT-Free Effective Date: July 1, 2008
Trust II Municipal Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Growth Effective Date: July 1, 2008
Trust II Opportunities Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Tax Free Effective Date: July 1, 2008
Trust II Money Market Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Cullen Effective Date: July 1, 2008
Trust III Value Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Classic Effective Date: July 1, 2008
Trust IV Balanced Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Government Effective Date: July 1, 2008
Trust IV Income Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Institutional Effective Date: July 1, 2008
Trust IV Money Market Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Treasury Effective Date: July 1, 2008
Trust IV Reserves Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Global Effective Date: July 1, 2008
Trust V Equity Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer High Income Effective Date: July 1, 2008
Trust V Municipal Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Disciplined Effective Date: July 1, 2008
Trust V Growth Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Disciplined Effective Date: July 1, 2008
Trust V Value Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
----------------------- ----------------------------- -----------------
Pioneer Series Pioneer Floating Effective Date: July 1, 2008
Trust VI Rate Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Global Effective Date: July 1, 2008
Trust VII High Yield Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Global Effective Date: July 1, 2008
Trust VII Diversified Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer Global Effective Date: July 1, 2008
Trust VII Aggregate Bond Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Series Pioneer International Effective Date: July 1, 2008
Trust VIII Value Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Short Pioneer Short Effective Date: July 1, 2008
Term Income Fund Term Income Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Strategic Pioneer Strategic Effective Date: July 1, 2008
Income Fund Income Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Tax Free Pioneer Tax Free Effective Date: July 1, 2008
Income Fund Income Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Value Pioneer Value Effective Date: July 1, 2008
Fund Fund Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
-------------------------- -------------------------- -----------------
Pioneer Variable Pioneer Bond VCT Effective Date: July 1, 2008
Contracts Trust Portfolio Initial Term: July 1, 2008-
December 31, 2009
-------------------------- -------------------------- -----------------
Pioneer Variable Pioneer Cullen Value Effective Date: July 1, 2008
Contracts Trust VCT Portfolio Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer Emerging Markets Effective Date: July 1, 2008
Contracts Trust VCT Portfolio Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer Equity Income Effective Date: July 1, 2008
Contracts Trust VCT Portfolio Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer Fund Effective Date: July 1, 2008
Contracts Trust VCT Portfolio Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer Growth Opportunties Effective Date: July 1, 2008
Contracts Trust VCT Portfolio Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer High Yield Effective Date: July 1, 2008
Contracts Trust VCT Portfolio Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer Ibbotson Growth Effective Date: July 1, 2008
Contracts Trust Allocation VCT Portfolio* Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer Ibbotson Moderate Effective Date: July 1, 2008
Contracts Trust Allocation VCT Portfolio* Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer Mid Cap Value Effective Date: July 1, 2008
Contracts Trust VCT Portfolio Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer Money Market Effective Date: July 1, 2008
Contracts Trust VCT Portfolio Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
*Certain accounting services provided by a third party.
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer Real Estate Shares Effective Date: July 1, 2008
Contracts Trust VCT Portfolio Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
Pioneer Variable Pioneer Strategic Income Effective Date: July 1, 2008
Contracts Trust VCT Portfolio Initial Term: July 1, 2008-
December 31, 2009
---------------------- -------------------------- ---------------------
CLOSED-END FUNDS
TRUST EFFECTIVE DATE/INITIAL TERM DATE
----- --------------------------------
------------------------------------
Pioneer Diversified High Income Trust* ** Effective Date: November 1, 2009
Initial Term: November 1, 2009-
December 31, 2009
----------------------------------------- -------------------------
Pioneer Floating Rate Trust* ** Effective Date: November 1, 2009
Initial Term: November 1, 2009-
December 31, 2009
------------------------------- -------------------------------------------
Pioneer High Income Trust* ** Effective Date: November 1, 2009
Initial Term: November 1, 2009-
December 31, 2009
------------------------------- -------------------------------------------
Pioneer Municipal High Income Trust* ** Effective Date: November 1, 2009
Initial Term: November 1, 2009-
December 31, 2009
------------------------------- -------------------------------------------
Pioneer Municipal High Income Effective Date: November 1, 2009
Advantage Trust* ** Initial Term: November 1, 2009-
December 31, 2009
------------------------------- -------------------------------------------
*Certain accounting services provided by a third party.
** The Fund reimburses the Administrator its pro rata share, based on the Fund's
average daily managed assets, of the Administrator's costs of providing the
services under this Agreement.
Appendix B
ADMINISTRATION AGREEMENT
Accounting Services
Fund Accounting
Maintain all accounting records for Funds
o Calculate and report daily net asset values per share and yields
o Recommend income and capital gains distribution rates
o Prepare Funds' financial statements and assist in Fund audits
Shareholder Reporting and Audit Liaison
o 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
o Manage the Funds' audit processes to ensure timely completion of financial
statements and shareholder reports
o Prepare reports related to advisory contract renewals for the Trustees'
review, as well as other materials that any Board may request from time to time
o Provide financial information for prospectus updates and other regulatory
filings
o 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
o Ensure accuracy and timeliness of prices supplied by external sources to
be used in daily valuations of all security positions held by each Fund
o Support corporate actions and bankruptcy proof of claim analyses
o Validate and communicate class action and bankruptcy proof of claim
information
o Present periodic valuation reports to Funds' Boards
Systems and Administration
o Provide direction, supervision and administrative support to all Fund
Accounting, Administration and Controllership (FAACS) teams providing Accounting
Services hereunder
o Provide systems support to users of Fund accounting and portfolio pricing
software, and manage relationships with applicable software and hardware vendors
o Develop and maintain applications and systems interfaces for FAACS teams
Controllership Services
o Manage Fund expense payment cycles (e.g., timeliness and accuracy of
payments, allocation of costs among Funds)
o Coordinate and standardize Fund expense accruals and budgeting
o Provide expense reports as required
o Compile daily reports of shareholder transactions from all sources for
entry into Fund books
o Provide daily reconciliation of receivable, payable and share accounts
between Funds' records and sources of shareholder transactions
o Manage the daily process to minimize "as of" gains and losses to Funds
o Communicate daily Fund prices
o 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
o Manage the Funds' federal, state and applicable local tax preparation and
reporting
o Prepare fiscal and excise tax distribution calculations
o Prepare and file federal, state and any local income tax returns,
including tax return extension requests
o Prepare shareholder year-end reporting statements
o Provide the appropriate amounts and characterization of distributions
declared during the calendar year for Forms 1099 and similar reporting
o Periodically review and determine distributions to be paid to shareholders
pursuant to Sub Chapter M requirements
o Consult with the Funds' Treasurer on various tax issues as they arise and
with the Funds' auditors when appropriate
ADMINISTRATION AGREEMENT
Legal Services
Registration Statements, Proxy Statements and Related Securities and Exchange
Commission ("SEC") Filings
o Maintain SEC filing calendar for the Funds' Registration Statement filings
o Prepare and file (via XXXXX) amendments to the Funds' Registration
Statements, including preparing prospectuses and statements of additional
information (SAIs)
o Prepare and file (via XXXXX) supplements to the Funds' prospectuses and
registration statements
o 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.)
o Review comments from the SEC on Fund registration statements and proxy
statement filings and contribute to the preparation of responses to such
comments
o Conduct and manage use of software utilized to aid in maintaining content
of disclosure in Fund prospectuses and SAIs, including related language database
o Prepare and file (via XXXXX) Rule 24f-2 Notices
o SEC Electronic Filing (XXXXX) Responsibilities
o Maintain and develop enhancements to Pioneer's XXXXX-related
systems and procedures, including contingency planning
o Maintain XXXXX related databases and document archives
o Liaise with third party XXXXX agents when necessary
Blue Sky Administration (State Registration)
o Principal liaison with Blue Sky vendor (the fees and expenses of which are
charged separately to the applicable Funds)
o Coordinate SEC filing schedule and Fund documentation with Blue Sky vendor
o Monitor status of state filings with Blue Sky vendor
o Transfer Agent coordination
o Review Blue Sky vendor statements and invoices
o Conduct Blue Sky vendor due diligence, as appropriate
Hiring oversight
In-person meetings
Independent audit of services
Shareholder Report Review and Support
o 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
o Provide consulting to FAACS in meeting regulatory requirements applicable
to financial statements
o 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
o Maintain general calendar for Trustee meetings (including meetings of
committees of Boards); track items that require annual or other periodic review
and/or approval by Trustees; coordinate meeting presentations
o Maintain awareness of regulatory changes and track compliance dates with
respect thereto
o 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
o Review draft materials and coordinate review by Trustees and external
personnel (i.e., Fund counsel and auditors)
o Produce and distribute materials to Trustees and other meeting attendees
o Oversee vendors and technology that facilitate assembly, production and
distribution of Trustee materials
o Attend and assist in coordination of shareholder meetings
o 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
o 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
Fund's Manager under the management agreements with the Funds or otherwise are
maintained by the Funds' other service providers (e.g., subadviser, custodian,
transfer agent)
o Maintain corporate records on behalf of the Funds, including, but not
limited to, copies of minutes, contracts and Trustee meeting materials
Miscellaneous Services
o Preparation and filing of the Funds' Form N-SAR, Form N-CSR, Form N-Q and
Form N-PX filings
o Prepare and make Section 16 filings on behalf of the officers and Trustees
of the closed-end Funds
ADMINISTRATION AGREEMENT
Compliance Services
o Assist the Funds in responding to routine and non-routine regulatory
inquiries, examinations and investigations
o Provide consultation on regulatory matters relating to Fund operations and
any potential changes in the Funds' investment policies, operations or structure
o Develop or assist in developing guidelines and procedures to improve
overall compliance by the Funds and their various agents
o Oversee implementation and testing of the Funds' compliance-related
policies and procedures
