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XXXXX
BROTHERS
XXXXXXXX
ADMINISTRATIVE AGENCY AGREEMENT
DATED as of March 5, 2012
XXXXX BROTHERS XXXXXXXX & CO.
and
PIONEER INVESTMENT MANAGEMENT, INC.
With respect to the
PIONEER FUNDS
listed on Appendix A hereto
THIS ADMINISTRATIVE AGENCY AGREEMENT is made as of March 5, 2012 by and
between XXXXX BROTHERS XXXXXXXX & CO., a limited partnership organized under
the laws of the State of New York (the "Administrator"), and Pioneer Investment
Management, Inc., a Delaware corporation and member of the UniCredit banking
group (the "Adviser").
WITNESSETH:
WHEREAS, each of the investment companies listed on Appendix A hereto (each
a "Trust" and collectively the "Trusts," on behalf of its respective series
listed on Appendix A to this Agreement, each a "Fund" and collectively the
"Fund") is a Delaware statutory trust and is registered with the U.S.
Securities and Exchange Commission as a management investment company under the
Investment Company Act of 1940 (the "1940 Act");
WHEREAS, each Trust, on behalf of itself or its respective series as listed
on Appendix A to this Agreement (each Trust, on behalf of itself or each such
respective series shall be referred to herein as a "Fund") has retained the
Adviser to furnish certain advisory and administrative services to the Funds;
and
WHEREAS, the Adviser desires to retain the Administrator to render certain
services to the Funds, and the Administrator is willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:
1. Appointment of Administrator. The Adviser hereby appoints the Administrator
to act as sub-administrator on the terms set forth in this Agreement, and the
Administrator accepts such appointment.
2. Delivery of Documents. The Adviser will on a continuing basis provide the
Administrator with:
2.1 properly certified or authenticated copies of any resolutions of each
Fund's Board of Trustees (each a "Board") approving this Agreement;
2.2 a copy of each Fund's most recent registration statement, upon the
Administrator's request;
2.3 copies of all agreements between each Fund and its service providers,
including without limitation, advisory, distribution and administration
agreements and distribution and/or shareholder servicing plans, upon the
Administrator's request;
2.4 a copy of each Fund's valuation procedures (as may be revised or
amended);
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2.5 a copy of each Fund's Articles of Incorporation/Declaration of Trust and
By-laws, upon the Administrator's request;
2.6 any other documents or resolutions (including but not limited to
directions or resolutions of each Fund's Board) which relate to or affect
the Administrator's performance of its duties hereunder and which the
Administrator may at any time reasonably request; and
2.7 upon the Administrator's request, copies of any and all amendments or
supplements to the foregoing (except for each Fund's valuation procedures,
which shall be provided promptly after amendments thereto).
3. Duties as Administrator. Subject to the supervision and direction of the
Adviser, the Administrator will perform for each Fund the administrative
services described in Appendix B hereto. Additional services may be provided by
the Administrator upon the Adviser's request as mutually agreed from time to
time. In performing its duties and obligations hereunder, the Administrator
will act in accordance with proper instructions as defined in Section 5
("Instructions"). It is agreed and understood that the Administrator shall not
be responsible for a Fund's compliance with any applicable documents, laws or
regulations, or, except as otherwise provided herein, for losses, costs or
expenses arising out of each Fund's failure to comply with said documents, laws
or regulations or the Fund's failure or inability to correct any non-compliance
therewith, provided that the Administrator will comply with such laws and
regulations applicable to its administrative services business and the
performance of its duties, obligations and services under this Agreement. The
Administrator shall in no event be required to take any action, which is in
contravention of any applicable law, rule or regulation or any order or
judgment of any court of competent jurisdiction.
3.1 Records. The Administrator will create, maintain and retain for each
Fund such records as required by the 1940 Act and other applicable federal
securities laws relating to the Administrator's obligations and activities
under this Agreement, including Section 31 of the 1940 Act and Rules 31a-1
and 31a-2 thereunder. The Administrator will maintain such other records on
behalf of a Fund as requested by the Adviser and received by the
Administrator. The Administrator shall preserve such records for the period
required by law. The Administrator shall not be responsible for the accuracy
and completeness of any records not created by the Administrator. The
Administrator acknowledges that the records maintained and preserved by the
Administrator pursuant to this Agreement on behalf of a Fund are the
property of the Fund and will be, at the Fund's expense, surrendered
promptly upon reasonable request. In performing its
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obligations under this Section, the Administrator may utilize micrographic
and electronic storage media meeting applicable legal requirements as well
as independent third party storage facilities.
3.2 Procedures. The Administrator represents and warrants that it has
compliance policies and procedures relating to its administrative business
as a service provider to mutual funds contemplated by Rule 38a-l under the
1940 Act ("Compliance Program"). The Administrator will promptly furnish the
Funds' Chief Compliance Officer with a written summary of its Compliance
Program at least annually, including summaries of any material changes to
the Compliance Program, and will furnish such policies and procedures upon
request.
3.3 CCO Report Materials. The Administrator will cooperate with the Fund in
connection with the annual review by the Fund's Chief Compliance Officer of
the Compliance Program. As requested by the Chief Compliance Officer, the
Administrator will furnish quarterly and annual reports relating to the
Compliance Program and the services hereunder, and such other information as
the Chief Compliance Officer may reasonably request from time to time.
3.4 Use of Agents. The Administrator may at any time or times in its
discretion appoint (and may at any time remove) any affiliate or
subcontractor as its agent (each an "Agent" and collectively, the "Agents")
to carry out such provisions of this Agreement as it may from time to time
direct. The Administrator shall exercise reasonable care in the selection
and monitoring of such Agents. The appointment of an Agent shall not relieve
the Administrator of its obligations and liabilities under this Agreement,
and, in the case of the Administrator appointing a non-affiliate as an Agent
to perform a material portion of the administrative services described in
Appendix B hereto, shall be subject to the Adviser's prior written consent
(such consent not to be unreasonably withheld). For the avoidance of doubt,
the Adviser acknowledges that, as of the date of this Agreement, the
Administrator has retained a non-affiliate, business process outsource
service provider in India, Infosys BPO Limited and its affiliates ("BPO"),
to provide certain services to the Administrator, and further consents to
the use of BPO for such services.
4. Duties of the Adviser. The Adviser shall notify the Administrator promptly
of any matter affecting the performance by the Administrator of its services
under this Agreement, and, where the Administrator is providing fund accounting
services pursuant to this Agreement, shall promptly notify the Administrator as
to (a) the accrual of liabilities of a Fund, (b) liabilities of a Fund not
appearing on the books of account kept by the Administrator, and (c) the
existence, status and proper treatment of reserves, if any, authorized by a
Fund. Where the Administrator is providing portfolio compliance monitoring
services pursuant to this Agreement, the Adviser agrees to notify the
Administrator in the event a Fund or
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any officer, employee or agent of the Adviser or Fund detects a possible
non-compliance of the Fund with its investment restrictions, policies and
limitations. The Adviser agrees to provide such information relating to a Fund
to the Administrator as may be requested under the banking and securities laws
of the United States or other jurisdictions relating to "Know Your Customer"
and money laundering prevention rules and regulations (collectively, the "KYC
Requirements"). For purposes of this subsection, and in connection with all
applicable KYC Requirements, each Fund is the "client" or "customer" of the
Administrator. The Adviser further represents that it or the Funds will perform
all obligations required under applicable KYC Requirements with respect to the
Funds' "customers" (as defined in the KYC Requirements) and that, because these
customers do not constitute "customers" or "clients" of the Administrator under
such applicable rules and regulations, the Administrator is under no such
similar obligations.
5. Instructions.
5.1 The Administrator shall not be liable for any and all losses, costs,
damages or expenses arising from or as a result of, any action taken or
omitted in reliance upon Instructions reasonably believed by it to be
genuine and signed or authorized by the proper party or parties. A list of
persons authorized by the Funds to provide Instructions hereunder
("Authorized Persons") is attached hereto as Appendix C and upon which the
Administrator may rely until its receipt of notification to the contrary by
the Fund.
5.2 "Instructions" shall mean a written notice, request, direction,
instruction, electronic mail (subject to agreement between the Adviser and
the Administrator as to the specific types of Instructions for which
electronic mail will be used), or certification signed or initialed on
behalf of the Fund by one or more Authorized Persons. Those Authorized
Persons authorized to give Instructions may be identified by the Adviser or
the Board by name, title or position and will include at least one officer
empowered by the Board or the Adviser to name other individuals who are
authorized to give Instructions on behalf of the Fund.
5.3 Telephonic or other oral instructions or instructions given by telefax
transmission may be given by any Authorized Person and will also be
considered Instructions if the Administrator believes them to have been
given by an Authorized Person authorized to give such Instructions with
respect to the transaction involved.
5.4 With respect to telefax transmissions, the Adviser hereby acknowledges
that (i) receipt of legible instructions cannot be assured, (ii) the
Administrator cannot verify that authorized
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signatures on telefax instructions are original, and (iii) the Administrator
shall not be responsible for losses or expenses incurred through actions
taken in reliance on such telefax instructions. The Adviser agrees that such
telefax instructions shall be conclusive evidence of a Fund's Instruction to
the Administrator to act or to omit to act.
5.5 With respect to electronic mail transmissions through the Internet, the
Adviser acknowledges that electronic mail is not a guaranteed method of
delivery and may be susceptible to loss of information, errors, misdelivery,
mistransmission, delivery delays (including without limitation, those
resulting from BBH's systems, networks, processes or procedures), deletions
in error (including without limitation, those resulting from BBH's systems,
networks, processes or procedures), and unwanted access by third parties in
such forms including, but not limited to, viruses, falsification, forgery
and misuse of data. The Adviser agrees not to hold BBH liable for any losses
incurred by any party resulting from or caused by the use of electronic mail
to effect Instructions, including in relation to inaccuracies,
incompleteness, or delays in receiving or the non-receipt of any electronic
mail Instruction (including, without limitation, any of the foregoing caused
by BBH's systems, networks, processes or procedures).
5.6 Instructions given orally will not be confirmed in writing and the lack
of such confirmation shall in no way affect any action taken by the
Administrator in reasonable reliance upon such oral Instructions. The
Adviser authorizes the Administrator to tape record any and all telephonic
or other oral Instructions given to the Administrator by or on behalf of the
Fund (including any of its officers, directors, trustees, employees or
agents or any investment manager or adviser or person or entity with similar
responsibilities who is authorized to give Instructions on behalf of the
Fund to the Administrator).
6. Expenses and Compensation. For the services to be rendered and the
facilities to be furnished to each Fund by the Administrator as provided for in
this Agreement, each Fund, severally and not jointly, shall pay the
Administrator a fee based on such fee schedule as may from time to time be
agreed upon in writing by the Adviser, the Fund and the Administrator.
Additional services performed by the Administrator as requested by the Adviser
or Fund shall be subject to additional fees as mutually agreed from time to
time. In addition to such fee, the Administrator shall xxxx the Fund separately
for any out-of-pocket disbursements of the Administrator with respect to
services provided to such Fund based on an out-of-pocket schedule as may from
time to time be agreed upon in writing by the Adviser, the Fund and the
Administrator. The foregoing fees and disbursements shall be billed to each
Fund by the Administrator and shall be paid promptly by direct debit process
following approval by the Adviser of
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such monthly invoices to the Administrator. Each Fund hereby enters this
Agreement solely for purposes of this Section 6, Section 12.4, Section 14 and
Section 15.
7. Standard of Care. The Administrator shall exercise reasonable care and
diligence in carrying out the provisions of this Agreement, provided that the
Administrator shall not thereby be required to take any action which is in
contravention of any applicable law, rule or regulation or any order or
judgment of any court of competent jurisdiction. Further, the Administrator
shall promptly notify the Adviser of any instance of improper performance,
discrepancy, error, or violation of applicable law with respect to any Fund or
the services hereunder that is reported to, or otherwise comes to the attention
of, the Administrator. The Adviser shall review the services performed by the
Administrator under this Agreement periodically, and shall promptly notify the
Administrator of any instance of improper performance, discrepancy or error
that comes to the attention of the Adviser.
8. General Limitations on Liability. Subject to the Administrator's obligations
under Section 21, the Administrator shall incur no liability with respect to
any telecommunications, equipment or power failures, or any failures to perform
or delays in performance by postal or courier services or third-party
information providers (including without limitation those listed on Appendix D).
8.1 The Administrator shall also incur no liability under this Agreement if
the Administrator or any agent or entity utilized by the Administrator shall
be prevented, forbidden or delayed from performing, or omits to perform, any
act or thing which this Agreement provides shall be performed or omitted to
be performed, by reason of causes or events beyond its control, including
but not limited to:
8.1.1 any Sovereign Event. A "Sovereign Event" shall mean any
nationalization; expropriation; devaluation; revaluation;
confiscation; seizure; cancellation; destruction; strike; act of war,
terrorism, insurrection or revolution; or any other act or event
beyond the Administrator's control;
8.1.2 any provision of any present or future law, regulation or order
of the United States or any state thereof, or of any foreign country
or political subdivision thereof, or of any securities depository or
clearing agency; and
8.1.3 any provision of any order or judgment of any court of
competent jurisdiction.
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8.2 The Administrator shall not be held accountable or liable for any
losses, damages or expenses the Fund or any shareholder or former
shareholder of a Fund or any other person may suffer or incur arising from
acts, omissions, errors or delays of the Administrator in the performance of
its obligations and duties as provided in Section 3 hereof, including
without limitation any error of judgment or mistake of law, except a damage,
loss or expense directly resulting from the Administrator's willful
malfeasance, bad faith or negligence in the performance of the
Administrator's obligations and duties.
8.3 The Administrator shall have no liability of any kind whatsoever for any
damages arising out of services provided to the Funds by any other party
prior to the commencement of the provision of services under this Agreement,
except to the extent such damages directly result from the Administrator's
willful malfeasance, bad faith or negligence in the performance of the its
obligations and duties under this Agreement. For the avoidance of doubt, the
Administrator undertakes no liability or obligations as to damages that
arise from such prior events, errors or omissions. However, this provision
shall not be read to diminish the standard of care applicable to the
Administrator in providing its services hereunder. To the extent the
Administrator becomes aware of any errors or omissions that are attributable
to services provided by any other party prior to the commencement of
services it will handle such situations with due care and communicate them
to the Adviser. In no event and under no circumstances shall the
Administrator or the Adviser be held liable to the other party for
consequential or indirect damages, loss of profits, damage to reputation or
business or any other special or punitive damages arising under or by reason
of any provision of this Agreement or for any act or omissions hereunder,
even if a party has been advised of the possibility of such damages or
losses.
9. Specific Limitations on Liability. In addition to, and without limiting the
application of the general limitations on liability contained in Section 8,
above, the following specific limitations on the Administrator's liability
shall apply to the particular administrative services provided to each Fund set
forth on Appendix B hereto.
9.1 Portfolio Compliance Monitoring. The compliance monitoring of the
investments of each Fund with respect to investment restrictions and
policies is subject to parameters that may vary over time and which may be
beyond the control or knowledge of the Administrator. Consequently, the
results of the monitoring as notified by the Administrator to the Adviser
are to
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be considered merely as an indication of possible non-compliance with the
investment restrictions and policies of a Fund rather than an affirmative
statement as to non-compliance with the investment restrictions and
policies. Moreover, the Administrator may not detect a breach and
consequently might not notify the Adviser thereof if information or data
provided to it is inaccurate, incomplete or ambiguous. The Adviser
acknowledges and agrees that each Fund shall remain responsible for
complying with laws applicable to its investments, and the services provided
by the Administrator in monitoring investment restrictions and policies
shall not be deemed to be a delegation of the Fund's responsibility in this
regard. In addition, the Adviser agrees that the Administrator shall not be
liable for the accuracy or completeness of any information or data that CRD
(as defined in Appendix B hereof) or any other compliance system provides in
connection with such administrative compliance monitoring on any given date.
9.2 Liability for Fund Accounting Services. Without limiting the provisions
in Section 8 hereof, the Administrator's liability for acts, omissions,
errors or delays relating to the determination of a Fund's net asset value
per share ("NAV") shall include for purposes of Section 8 any direct damages
suffered by shareholders in connection with the recalculation of NAV,
together with such other reasonable costs incurred by the Adviser or Fund
relating to the reprocessing of transactions or other corrective actions
reasonably required to be taken by the Adviser or Fund as a result of such
act, omission, error or delay. The Administrator's liability or
accountability for such acts, omissions, errors or delays shall be further
subject to clauses 9.2.1 through 9.2.4 below.
9.2.1. The parties hereto acknowledge that the Administrator's
causing an error or delay in the determination of NAV may, but does not
in and of itself, constitute negligence or reckless or willful
misconduct. The parties further acknowledge that in accordance with
industry practice, the Administrator shall be liable and the
recalculation of NAV shall be performed only with regard to errors in
the calculation of the NAV that are greater than or equal to $.01 per
share of a Fund. If a recalculation of NAV occurs, the Adviser agrees to
take such reasonable action(s) so as to eliminate or minimize to the
extent possible the liability of the Administrator, to the extent
consistent with the Fund's then-current policies and taking into account
SEC pronouncements with respect to analyzing the materiality of a NAV
error.
9.2.2. The Administrator shall not be held accountable or liable to
the Adviser, any Fund, any shareholder or former shareholder thereof or
any other person for any
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delays or losses, damages or expenses any of them may suffer or incur
resulting from (i) the Administrator's use of a third party service
provider for the purpose of storing records delivered to the
Administrator by the Fund and which the Administrator did not create in
the performance of its obligations hereunder; (ii) the Administrator's
failure to receive timely and suitable notification concerning
quotations or corporate actions relating to or affecting portfolio
securities of the Fund, except to the extent the Administrator was
negligent in relation to such failure; or (iii) any errors in the
computation of NAV based upon or arising out of quotations or
information as to corporate actions if received by the Administrator
either (a) from a source which the Administrator was authorized to rely
upon (including, but not limited to, the fair value pricing procedures
of any Fund and those sources listed on Appendix D), (b) from a source
which in the Administrator's reasonable judgment was as reliable a
source for such quotations or information as such authorized sources and
which was authorized by the Adviser or the Fund, or, if relevant
information known to the Adviser or Fund which would impact the
calculation of NAV was not communicated by the Adviser or the Fund to
the Administrator. To the extent that Fund assets are not in the custody
of the Administrator, the Administrator may conclusively rely on any
reporting in connection with such assets provided to the Administrator
by a third party authorized by the Fund for such purpose.
9.2.3. In the event of any error or delay in the determination of
such NAV for which the Administrator may be liable, the Adviser and the
Administrator will consult and make good faith efforts to reach
agreement on what actions should be taken in order to mitigate any loss
suffered by the Fund or its present or former shareholders, in order
that the Administrator's exposure to liability shall be reduced to the
extent possible after taking into account all relevant factors and
alternatives. It is understood that in attempting to reach agreement on
the actions to be taken or the amount of the loss which should
appropriately be borne by the Administrator and the Adviser, the
Administrator will consider such relevant factors as the amount of the
loss involved, the Fund's desire to avoid loss of shareholder goodwill,
the fact that other persons or entities could have been reasonably
expected to have detected the error sooner than the time it was actually
discovered, the appropriateness of limiting or eliminating the benefit
which shareholders or former shareholders might have obtained by reason
of the error, and the possibility that
10
other parties providing services to the Fund that contributed to the
error might be induced to absorb a portion of the loss incurred.
9.2.4. With respect to Trade Date Accounting Information Reporting as
described in Appendix B, the Adviser acknowledges that such information
is provided at the specific request of the Adviser and that such
information may be incomplete, unconfirmed or fail to reflect real-time
share or cash availability, positions or projections. The Adviser
acknowledges that it or the Fund is solely responsible for any
investment decisions and that the Administrator makes no representations
as to the completeness or accuracy of such information. The Adviser
shall hold the Administrator harmless, except to the extent of the
Administrator's gross negligence, for and from any expenses, losses or
damages arising out of the provision of such information.
10. Indemnification. The Adviser hereby agrees to indemnify the Administrator
against and hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any act, omission, error or delay or any claim, demand, action
or suit, in connection with or arising out of performance of its obligations
and duties under this Agreement, including following Instructions in accordance
with Section 5, not resulting from the willful malfeasance, bad faith or
negligence of the Administrator in the performance of such obligations and
duties. The Administrator hereby agrees to indemnify the Adviser against and
hold it harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
act, omission, error or delay or any claim, demand, action or suit, in
connection with or arising out of performance of its obligations and duties
under this Agreement, not resulting from the willful malfeasance, bad faith or
negligence of the Adviser in the performance of such obligations and duties.
The provisions of this Section 10 shall survive the termination of this
Agreement.
11. Reliance by the Administrator on Opinions of Counsel and Opinions of
Certified Public Accountants. The Administrator may consult with its counsel at
its own expense or, in consultation with the Adviser, the Fund's counsel, in
any case where reasonably necessary or desirable. The Administrator shall not
be considered to have engaged in any misconduct or to have acted negligently
and shall be without liability in acting reasonably and in good faith upon the
advice of the Fund's counsel.
The Administrator may consult with the Fund's Treasurer or, together with
the Adviser, the Fund's independent public accountants, in any case where
reasonably necessary or desirable. The
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Administrator shall not be considered to have engaged in any misconduct or to
have acted negligently and shall be without liability in acting reasonably and
in good faith upon the advice of such independent public accountant or of the
Fund's Treasurer.
12. Termination of Agreement. This Agreement may be terminated by either party
in accordance with the provisions of this Section.
12.1 This Agreement will continue for a term of four (4) years unless
terminated sooner in accordance with this Section 12.
12.2 Termination for Material Breach. Either party may, without prejudice to
its other rights or remedies, give written notice to the other party to
terminate this Agreement where the other party is in material breach of this
Agreement and the breach is not capable of remedy; or the breach is capable
of remedy and the other party has failed to remedy the breach within thirty
(30) days after receiving written notice requiring it to do so. The thirty
(30) day period may be extended in the sole discretion of the party that has
the right to terminate this Agreement under such circumstances.
12.3 Other Grounds for Termination.
a) Either party may, without prejudice to its other rights or remedies,
give written notice to the other party to terminate this Agreement if:
(i) the other party commences a voluntary case concerning itself
under Title 11 of the United States Code entitled "Bankruptcy,"
as now or hereafter in effect, or any successor thereto (the
"Bankruptcy Code");
(ii) an involuntary case is commenced against the other party and the
petition is not controverted within 30 days, or is not dismissed
within 90 days, after commencement of the case;
(iii) the other party becomes insolvent or bankrupt, or an order is
made or a resolution passed for the liquidation, administration,
winding-up of dissolution of the other party (other than for the
purposes of a solvent amalgamation or reconstruction);
(iv) an administrative or other receiver, manager, trustee,
liquidator, administrator, conservator, custodian, or similar
officer is appointed over all or any substantial part of the
assets of the other party;
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(v) the other party enters into or proposes any composition or
arrangement with its creditors generally; or
(vi) anything similar to the foregoing occurs in any applicable
jurisdiction.
b) Either party may give written notice to the other party to terminate
this Agreement if:
(i) a regulator with supervisory control over it directs it to
terminate the agreement;
(ii) a regulator withdraws the status of a Fund as a registered
investment company; or
(iii) a regulatory change has occurred that has or will render the
continuing performance of the services by the Administrator a
violation of applicable law.
c) Either party may give written notice to terminate this Agreement for
the fraudulent actions or fraudulent misrepresentations of the other
party in connection with this Agreement.
d) The Administrator or Adviser may give written notice to terminate this
Agreement if there is a change in the control (as that term is defined
in the 0000 Xxx) of the other party. The Adviser may terminate this
agreement with respect to a Fund if the agreement that provides for the
Adviser to furnish advisory services to that Fund is terminated other
than due to a change in control of the Adviser. For the avoidance of
doubt, this Section 12.3(d) shall not apply to a change in ownership of
a Fund or the merger of a Fund into, or the consolidation of a Fund
with, another entity, or the sale by a Fund of all, or substantially
all, of its assets to another entity, in each case where the Adviser
and Administrator are retained to continue providing services with
respect to such Fund (or its respective successor) on substantially the
same terms, or the liquidation or dissolution of a Fund and
distribution of such Fund's assets.
e) The Administrator and Adviser may terminate the Agreement by mutual
written agreement. Further, the Adviser may terminate this Agreement as
to a Fund in the event of the termination of the Fund, whether by
merger, reorganization or liquidation.
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12.4 Termination for Convenience. The Adviser, with the consent of the Fund,
shall have the right to terminate this Agreement in its discretion upon at
least six (6) months' written notice to the Administrator. In the event of
such termination for convenience, the Fund shall pay the fee set out in
Schedule A: "Termination Fee". The Termination Fee shall be payable by the
Funds in addition to any other amount payable to the Administrator under
this Agreement with respect to such termination, and shall not serve to
limit or reduce any such other amounts. This Section 12.4 shall not apply to
termination of this Agreement with respect to a Fund as a result of a change
in ownership of a Fund or the merger or reorganization of a Fund into, or
the consolidation of a Fund with, another entity, or the sale by a Fund of
all, or substantially all, of its assets to another entity, in each case
where the Adviser and Administrator are retained to continue providing
services with respect to such Fund (or its respective successor) on
substantially the same terms, or to the liquidation or dissolution of a Fund
and distribution of such Fund's assets.
12.5 Effective Time of Termination. The termination of this Agreement will
take effect at the end of the relevant Termination Period, if any (as
defined below).
12.6 Notice of Termination, Termination Period. If either party intends to
exercise any of its rights to terminate this Agreement it shall promptly
give the other party written notice of its intention to do so. Where either
party gives notice to terminate, the termination period shall be from the
date notice is given until a date specified by the terminating party in the
notice to terminate, being no sooner than 90 days prior to, no later than
the date six (6) months after, the date that notice is given (the
"Termination Period"), except that the Termination Period for a termination
for convenience pursuant to Section 12.4 shall be consistent with the period
described therein.
12.7 Termination of this Agreement with respect to the services relating to
any one particular Fund shall in no way affect the rights and duties of any
party to this Agreement with respect to services relating any other Fund.
13. Confidentiality. The parties hereto agree that each shall treat
confidentially the terms and conditions of this Agreement and all information
provided by each party to the other regarding its business and operations. All
confidential information provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering or obtaining services pursuant
to this Agreement and, except in the course of carrying out this Agreement
(including, without limitation, disclosure to Agents appointed by the
Administrator), shall not be disclosed to any third party without the prior
consent of such providing party. The foregoing shall not be applicable to any
information that is publicly
14
available when provided or thereafter becomes publicly available other than
through a breach of this Agreement, or that is required to be disclosed by or
to any regulator of the Administrator or any Agent, any regulatory authority,
any auditor or attorney of the parties hereto, or by judicial or administrative
process or otherwise by applicable law. Further, the Administrator shall
maintain a comprehensive written information security program that contains
appropriate security measures to safeguard the personal information of the
Funds' shareholders, employees, directors and/or officers that the
Administrator receives, stores, maintains, processes or otherwise accesses in
connection with the provision of services hereunder. For these purposes,
"personal information" shall mean an individual's first name and last name or
first initial and last name in combination with any one or more of the
following data elements that relate to such individual: (a) Social Security
number; (b) driver's license number or state-issued identification card number;
or (c) financial account number, or credit or debit card number, with or
without any required security code, access code, personal identification number
or password, that would permit access to such individual's financial account;
provided, however, that "personal information" shall not include information
that is lawfully obtained from publicly available information, or from federal,
state or local government records lawfully made available to the general public.
14. Beneficiaries. The Adviser and Administrator acknowledge and agree that
each Fund shall be a beneficiary of the representations, warranties,
indemnities, covenants, agreements and undertakings of the Administrator under
this Agreement.
15. Entire Agreement; Amendment. This Agreement constitutes the entire
understanding and agreement of the parties hereto and supersedes any other oral
or written agreements heretofore in effect between the parties with respect to
the subject matter hereof, including without limitation the Administrative and
Fund Accounting Agent Agreement between the Administrator and Pioneer Ibbotson
Asset Allocation Series dated as of August 4, 2004. No provision of this
Agreement may be amended or terminated except by a statement in writing signed
by the party against which enforcement of the amendment or termination is
sought.
16. Severability. In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder of
this Agreement, which shall continue to be in force.
15
17. Headings. The section headings in this Agreement are for the convenience of
reference only and shall not modify, define, expand or limit any of the terms
or provisions thereof.
18. Governing Law. This Agreement shall be governed by and construed according
to the laws of the Commonwealth of Massachusetts without giving effect to
conflicts of laws principles and each of the parties hereto irrevocably
consents to the exclusive jurisdiction of the courts of the Commonwealth of
Massachusetts in the City of Boston and the federal courts located in the City
of Boston. Each of the Administrator and the Adviser irrevocably waives any
objection it may now or hereafter have to the laying of venue of any action or
proceeding in any of the aforesaid courts and any claim that any such action or
proceeding has been brought in an inconvenient forum. Furthermore, each of the
Administrator and the Adviser irrevocably waives any right that it may have to
trial by jury in any action, proceeding or counterclaim arising out of or
related to this Agreement or the services contemplated hereby.
19. Notices. Notices and other writings delivered or mailed postage prepaid to
the Adviser addressed to the Adviser at 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000,
Attention: Head of Fund Administration, or to such other address as the Adviser
may have designated to the Administrator in writing, or to the Administrator at
00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Manager, Fund Administration
Department, or to such other address as the Administrator may have designated
to the Fund in writing, shall be deemed to have been properly delivered or
given hereunder to the respective addressee.
20. Binding Effect; Assignment. This Agreement shall be binding upon and inure
to the benefit of the Adviser and the Administrator and their respective
successors and assigns, provided that no party hereto may assign this Agreement
or any of its rights or obligations hereunder without the written consent of
the other party. Each party agrees that only the parties to this Agreement
and/or their successors in interest shall have a right to enforce the terms of
this Agreement. Accordingly, no client of the Adviser or other third party
shall have any rights under this Agreement except as provided herein and such
rights are explicitly disclaimed by the parties.
21. Business Continuity. In the event of equipment failure, work stoppage,
governmental action, communication disruption or other impossibility of
performance beyond the Administrator's control, the Administrator shall take
reasonable steps to minimize service interruptions. The Administrator shall
enter into commercially reasonable arrangements as to provision for
(i) periodic back-up of the computer
16
programs, files and data with respect to the services hereunder; and
(ii) emergency use of relevant software and other equipment as necessary to
provide the services hereunder.
22. Counterparts. This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original. This Agreement shall become
effective when one or more counterparts have been signed and delivered by each
of the parties. A photocopy or telefax of the Agreement shall be acceptable
evidence of the existence of the Agreement and the Administrator shall be
protected in relying on the photocopy or telefax until the Administrator has
received the original of the Agreement.
23. Exclusivity. The services furnished by the Administrator hereunder are not
to be deemed exclusive, and the Administrator shall be free to furnish similar
services to others.
[signature page follows]
17
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their duly authorized officers as of the date first
written above.
The undersigned acknowledges that (I/we) have received a copy of this document .
XXXXX BROTHERS XXXXXXXX & CO.
By: ----------------------------------
Name: Xxxxxx X. Xxxx
Title: General Partner
Date:
PIONEER INVESTMENT MANAGEMENT, INC.
By: ----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and Chief Operating Officer
Date:
Solely for purposes of Section 6, Section 12.4, Section 14 and Section 15
hereof:
Each TRUST listed on Appendix A hereto,
on behalf of the Funds named therein
By: ----------------------------------
Name:
Title:
Date:
18
APPENDIX A
TO
ADMINISTRATIVE AGENCY AGREEMENT
Dated as of March 5, 2012
The following is a list of Trusts and Funds for which the Administrator shall
provide services (as those services are described in Appendix B). This Appendix
A may be amended to include or delete Trusts, Funds or services provided an
executed copy of such revised Appendix is provided to the Administrator:
Open-End Funds
Fund
Accounting /
Treasurer SEC Yield Segregation Compliance Direct
Trust Fund Conversion Date Support Calculation Reporting SOI Monitoring Tax Treasury
----- ------------------- --------------- ------------ ----------- ----------- --- ---------- --- --------
Pioneer Bond Fund Pioneer Bond Fund March 5, 2012 X X
Pioneer Emerging Pioneer Emerging March 5, 2012 X
Markets Fund Markets Fund
Pioneer Equity Pioneer Equity March 5, 2012 X X
Income Fund Income Fund
Pioneer Equity Pioneer Equity March 5, 2012 X
Opportunity Fund Opportunity Fund
Pioneer Fund Pioneer Fund March 5, 2012 X X
Pioneer High Yield Pioneer High March 5, 2012 X X X
Fund Yield Fund
Pioneer Ibbotson Pioneer Ibbotson n/a X X X X X
Asset Allocation Aggressive
Series Allocation Fund
Pioneer Ibbotson n/a X X X X X
Conservative
Allocation Fund
Pioneer Ibbotson n/a X X X X X
Growth
Allocation Fund
Pioneer Ibbotson n/a X X X X X
Moderate
Allocation Fund
19
Fund
Accounting
/ Treasurer SEC Yield Segregation Compliance Direct
Trust Fund Conversion Date Support Calculation Reporting SOI Monitoring Tax Treasury
----- --------------------- --------------- ----------- ----------- ----------- --- ---------- --- --------
Pioneer Pioneer Independence March 5, 2012 X
Independence Fund Fund
Pioneer Mid Cap Pioneer Mid Cap March 5, 2012 X
Value Fund Value Fund
Pioneer Money Pioneer Cash March 5, 2012 X X
Market Trust Reserves Fund
Pioneer Real Estate Pioneer Real Estate March 5, 2012 X X
Shares Shares
Pioneer Research Pioneer Research Fund March 5, 2012 X
Fund
Pioneer Series Pioneer Oak Ridge March 5, 2012 X
Trust I Large Cap Growth Fund
Pioneer Oak Ridge March 5, 2012 X
Small Cap Growth Fund
Pioneer Select Mid March 5, 2012 X
Cap Growth Fund
Pioneer Series Pioneer AMT-Free March 5, 2012 X X
Trust II Municipal Fund
Pioneer Growth March 5, 2012 X X
Opportunities Fund
Pioneer Series Pioneer Cullen Value March 5, 2012 X
Trust III Fund
Pioneer Series Pioneer Classic March 5, 2012 X X
Trust IV Balanced Fund
Pioneer Government March 5, 2012 X X
Income Fund
Pioneer Multi-Asset March 5, 2012 X X X
Income Fund
20
Fund
Accounting
/ Treasurer SEC Yield Segregation Compliance Direct
Trust Fund Conversion Date Support Calculation Reporting SOI Monitoring Tax Treasury
----- --------------------- --------------- ----------- ----------- ----------- --- ---------- --- --------
Pioneer Series Pioneer Global Equity March 5, 2012 X
Trust V Fund
Pioneer High Income March 5, 2012 X X
Municipal Fund
Pioneer Disciplined March 5, 2012 X
Growth Fund
Pioneer Disciplined March 5, 2012 X
Value Fund
Pioneer Series Pioneer Floating Rate March 5, 2012 X X
Trust VI Fund
Pioneer Multi-Asset March 5, 2012 X X
Real Return Fund
Pioneer Series Pioneer Global High March 5, 2012 X X X
Trust VII Yield Fund
Pioneer Global March 5, 2012 X X
Aggregate Bond Fund
Pioneer Series Pioneer International March 5, 2012 X
Trust VIII Value Fund
Pioneer Series Pioneer Absolute March 5, 2012 X X
Trust X Return Credit Fund
Pioneer Fundamental March 5, 2012 X
Growth Fund
Pioneer Multi-Asset March 5, 2012 X X
Floating Rate Fund
Pioneer Short Term Pioneer Short Term March 5, 2012 X X
Income Fund Income Fund
Pioneer Strategic Pioneer Strategic March 5, 2012 X X X
Income Fund Income Fund
Pioneer Value Fund Pioneer Value Fund March 5, 2012 X
21
Fund
Accounting
/ Treasurer SEC Yield Segregation Compliance
Trust Fund Conversion Date Support Calculation Reporting SOI Monitoring Tax
----- --------------------- --------------- ----------- ----------- ----------- --- ---------- ---
Pioneer Variable Pioneer Bond VCT March 5, 2012 X X
Contracts Trust Portfolio
Pioneer Cullen Value March 5, 2012 X
VCT Portfolio
Pioneer Emerging March 5, 2012 X
Markets VCT Portfolio
Pioneer Equity Income March 5, 2012 X
VCT Portfolio
Pioneer Fund VCT March 5, 2012 X
Portfolio
Pioneer Growth March 5, 2012 X X
Opportunities VCT
Portfolio
Pioneer High Yield March 5, 2012 X X X
VCT Portfolio
Pioneer Ibbotson n/a X X X X
Growth Allocation VCT
Portfolio
Pioneer Ibbotson n/a X X X X
Moderate Allocation
VCT Portfolio
Pioneer Mid Cap Value March 5, 2012 X
VCT Portfolio
Pioneer Real Estate March 5, 2012 X
Shares VCT Portfolio
Pioneer Strategic March 5, 2012 X X X
Income VCT Portfolio
Direct
Trust Fund Treasury
----- --------------------- --------
Pioneer Variable Pioneer Bond VCT
Contracts Trust Portfolio
Pioneer Cullen Value
VCT Portfolio
Pioneer Emerging
Markets VCT Portfolio
Pioneer Equity Income
VCT Portfolio
Pioneer Fund VCT
Portfolio
Pioneer Growth
Opportunities VCT
Portfolio
Pioneer High Yield
VCT Portfolio
Pioneer Ibbotson X
Growth Allocation VCT
Portfolio
Pioneer Ibbotson X
Moderate Allocation
VCT Portfolio
Pioneer Mid Cap Value
VCT Portfolio
Pioneer Real Estate
Shares VCT Portfolio
Pioneer Strategic
Income VCT Portfolio
22
Closed-End Funds
Fund
Accounting
Conversion / Treasurer SEC Yield Segregation Compliance
Trust Fund Date Support Calculation Reporting SOI Monitoring Tax
----- ------------------- -------------- ----------- ----------- ----------- --- ---------- ---
Pioneer Diversified High Pioneer Diversified May 2, 2012 X X X X X
Income Trust High Income Trust
Pioneer Floating Rate Pioneer Floating April 2, 2012 X X X X X
Trust Rate Trust
Pioneer High Income Trust Pioneer High Income April 2, 2012 X X X X X
Trust
Pioneer Municipal High Pioneer Municipal May 2, 2012 X X X X X
Income Trust High Income Trust
Pioneer Municipal High Pioneer Municipal April 2, 2012 X X X X X
Income Advantage Trust High Income
Advantage Trust
Direct
Trust Fund Treasury
----- ------------------- --------
Pioneer Diversified High Pioneer Diversified X
Income Trust High Income Trust
Pioneer Floating Rate Pioneer Floating X
Trust Rate Trust
Pioneer High Income Trust Pioneer High Income X
Trust
Pioneer Municipal High Pioneer Municipal X
Income Trust High Income Trust
Pioneer Municipal High Pioneer Municipal X
Income Advantage Trust High Income
Advantage Trust
00
XXXXXXXX X
ADMINISTRATIVE AGENCY AGREEMENT
SERVICES
The Administrator will provide the following services. Some Funds may receive
only certain services described herein, in accordance with Appendix A to the
Agreement.
Fund Accounting Services
The Administrator will provide the following fund accounting services each
day that a Fund is open for business (each a "Business Day"): transaction
processing and review, custodial reconciliation, securities pricing and
investment accounting.
Transaction Processing and Review. The Administrator shall input and
reconcile each Fund's investment activity including with respect to:
. Investment tax lots
. Income
. Dividends
. Principal paydowns
. Capital activity
. Expense accruals
. Cash activity
. Corporate reorganizations and other corporate actions
Custodial Reconciliation. The Administrator shall reconcile the following
positions of each Fund against the records of the Custodian:
. Securities holdings
. Cash including cash transfers, fees assessed and other investment
related cash transactions
. Trade settlements
Securities Pricing. The Administrator shall update each security position of
each Fund as to the following:
. Market prices obtained from approved sources including those listed
on Appendix D or Fair Valuations obtained from an Authorized Person
. Xxxx to market of non-base receivables/payables utilizing approved
foreign exchange quotations as quoted in Appendix D
. Xxxx to market of non-base currency positions utilizing the approved
sources quoted in Appendix D or Fair Valuations obtained from an
Authorized Person
Investment Accounting. The Administrator shall provide the following
investment accounting services as to each Fund:
. Amortization/accretion at the individual tax lot level
. General ledger entries
. Book value calculations
. Trade Date + 1 accounting
. Calculation of Net Asset Value Per Share ("NAV") as of the close of
business of the NYSE
24
. Calculation of Fund monthly SEC yields
Trade Date Accounting Information Reporting. The Administrator shall provide
daily end of day accounting positions and ex-date-1 corporate actions
transactions file based on the Administrator's fund accounting records and
trades received from the Adviser and sub-advisers.
Statement of Investments Preparation. The Administrator shall prepare one
annual report and one semi-annual Statement of Investments.
Trial Balance Reports. The Administrator shall prepare and deliver
electronically Trial Balance reports to aid the preparation of Fund
financial statements.
Accounting Policies. Consult with the Funds' officers, independent
accountants, legal counsel, custodian, distributor, and transfer agent in
establishing the accounting policies of the Funds.
Xxxxxxxx-Xxxxx. Provide certificates in connection with the certification
requirements of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the services
provided by the Administrator.
Segregation Reporting. Provide Segregation Reporting relating to certain
fund investments and investment techniques, as applicable.
Compliance Monitoring Services
Perform administrative compliance monitoring of the Funds with respect to
the investment restrictions and policies as set forth in the Funds' current
prospectus and statement of additional information provided to the
Administrator by the Adviser and in the 1940 Act and applicable IRS rules
and regulations, using certain manual and automated applications such as the
Xxxxxxx River Development "Compliance Master" Automated Compliance System
("CRD"). a system provided to the Administrator by an unaffiliated third
party vendor. Changes to such objectives, policies and restrictions will be
monitored as agreed in writing between the parties. The Administrator shall
only perform post net asset value compliance monitoring.
Each Fund shall remain ultimately responsible for ensuring compliance with
its investment restrictions and policies and that assistance provided by the
Administration in monitoring investment restrictions and policies shall not
be deemed to be a delegation of this responsibility to the Administrator.
In the event that the Administrator detects a possible non-compliance with
the investment restrictions and policies applicable to a Fund, it shall
promptly notify the Fund's Chief Compliance Officer thereof. In the event
that the Adviser or any officers, employee or agent of the Fund detects a
possible non-compliance with the investment restrictions and policies
applicable to the Fund, it shall promptly notify the Administrator.
25
Treasurer Support Services
. Accumulate and prepare information, subject to approval by the Funds'
Treasurer, for reports to the Funds' shareholders of record as set forth
in Rule 30e-l under the 1940 Act and reports on Form N-CSR as required
by Rule 30d-1 under the 1940 Act.
. Provide data for the calculation of dividends and distributions.
. Consult with the Funds' Treasurer on financial matters relating to the
Funds including without limitation dividend distributions, expense pro
formas, expense accruals and other matters, including payment of
expenses, as shall from time to time be agreed upon by the parties.
. Assist the Fund's Treasurer in the preparation of quarterly reporting to
the Fund's Board as required by applicable rules under the 1940 Act and
in reporting to external databases such information as may reasonably be
requested and as agreed between the Administrator and the Funds from
time to time.
. Provide detailed audit packages for each Fund as mutually agreed upon.
. Provide GainsKeeper with a daily transaction feed to calculate wash
sales.
. Provide assistance in calculating QDI, DRD and FTC amounts.
. Provide assistance with preparing confirmations for broker quoted
securities during annual audit cycles.
Tax Services
Assist the Fund's Treasurer with the Fund's federal, state and applicable
local tax preparation and reporting, including the following:
. Preparation of fiscal and excise tax distribution calculations;
. Compute tax basis provisions for both excise and income tax purposes
. Preparation and filing of federal state and any local income tax
returns, including tax return extension requests;
. Preparation of shareholder year end reporting statements;
. Provide the appropriate amounts and characterization of distributions
declared during the calendar year for Forms 1099 reporting;
. Periodically review and determine distributions to be paid to
shareholders;
. Consult with the Fund's Treasurer regarding potential passive foreign
investment companies: and consult with the Fund's Treasurer on various
tax issues as they arise and with the Fund's outside auditors when
appropriate;
. Prepare information for wash sales calculations for tax purposes using
GainsKeeper for each Fund.
Direct Treasury Services
. Subject to approval by the Funds' Treasurer, prepare the Funds'
financial information regarding the Funds that will be included in the
Funds' semi-annual and annual shareholder reports, Form N-Q reports,
including footnote disclosures as applicable;
26
. Coordinate the audit of the Funds' financial statements by the Funds'
independent accountants, including the preparation of supporting audit
workpapers and other schedules, and make such reports to the Board (or
the Audit Committee of the Board) as the Board or the Audit Committee
may reasonably request;
. Prepare the Funds' periodic financial reports required to be filed with
the SEC on Form N-SAR and financial information required by Form N-1A or
Form N-2 (as the case may be), proxy statements and such other reports,
forms or filings as may be mutually agreed upon;
. Prepare the Funds' annual fund expense budgets, perform accrual analyses
and roll-forward calculations and recommend changes to fund expense
accruals on a periodic basis, arrange for payment of the Funds'
expenses, review calculations of fees paid to the Adviser, custodian,
fund accountant, distributor and transfer agent, and obtain
authorization of accrual changes and expense payments;
. Prepare and disseminate survey information for vendors and industry
organizations, and, in the case of closed-end Funds, banks and ratings
agencies.
Closed-End Fund Services
. Prepare and furnish total return performance information for the Funds,
including, if applicable, such information on an after-tax basis,
calculated in accordance with applicable U.S. securities laws and
regulations;
. Prepare such financial information and reports as may be required by any
stock exchange on which the Funds' shares are listed;
. Prepare such distribution calculations and related financial information
as may be required to support any required Section 19(a) notices or
income or capital gain distribution press releases;
. Prepare asset coverage testing for debt or equity leverage;
. Prepare such financial information and reports as may be required by any
banks from which the Funds borrow funds;
. Prepare reports related to the Funds' preferred shares as required by
ratings agencies;
. Prepare and disseminate such financial information as required by the
Funds' preferred shares auction agent information, including information
related to the tax character of distributions to preferred shareholders;
. Prepare such financial information and reports as may be required for
implementation of any share purchase or dividend reinvestment programs
as mutually agreed upon.
27
APPENDIX C
ADMINISTRATIVE AGENCY AGREEMENT
List of Authorized Persons*
* For specific authority by individual, please see the Authorized Persons
Documentation Package, as amended from time to time.
1
APPENDIX D
ADMINISTRATIVE AGENCY AGREEMENT
AUTHORIZED SOURCES
The Adviser hereby acknowledges that the Administrator is authorized to use the
following authorized sources and their successors and assigns for financial
reporting, compliance monitoring, performance measurement, pricing (including
corporate actions, dividends and rights offering), and foreign exchange
quotations, to assist it in fulfilling its obligations under the aforementioned
Agreement.
2
