EXHIBIT (k)(2)
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, made as of the ___th day of December,
2004 between PIONEER FLOATING RATE TRUST, a Delaware statutory trust (the
"Trust"), and PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation and a
member of the UniCredito Italiano banking group, register of banking groups (the
"Administrator").
WITNESSETH:
WHEREAS, the Trust is a non-diversified closed-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Trust and the Administrator are entering into an Advisory
Agreement pursuant to which the Administrator will provide investment advice to
the Trust and be responsible for the portfolio management of the Trust; and
WHEREAS, the Trust wishes to retain the Administrator to perform the
administrative services contemplated by this Agreement to the Trust.
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties of the Administrator. The Trust hereby retains the Administrator to
act as administrator of the Trust, subject to the supervision and
directions of the Board of Trustees of the Trust as herein set forth. The
Administrator may retain a sub-administrator to perform any or all of its
obligations under this Agreement. The Administrator shall perform or
arrange for the performance of the following administrative and clerical
services:
(a) Calculate or arrange for the calculation and publication of the
Trust's net asset value in accordance with the Trust's policy as
adopted from time to time by the Board of Trustees;
(b) Maintain, or arrange for the maintenance of, certain books and
records of the Trust, as mutually agreed upon between the parties
hereto, that are required under the Investment Company Act;
(c) Provide the Trust with administrative offices and data processing
facilities as well as the services of persons competent to perform
such administrative and clerical functions as are necessary to
provide effective operation of the Trust;
(d) Maintain the Trust's expense budget and monitor expense accruals;
(e) Arrange for payment of the Trusts' expenses which may include
calculation of various contractual expenses of the Trust's service
providers, and the review and approval of invoices for the Trust's
account and submission to a Trust officer for authorization of
payment in a manner to be agreed upon;
(f) Oversee and review calculations of fees paid to the Administrator,
the transfer agent and the custodian;
(g) Compute the Trust's yield, total return, expense ratios and
portfolio turnover rate as well as various Trust statistical data as
reasonably requested;
(h) Prepare, for review and approval by officers of the Trust, financial
information for the Trust's semi-annual and annual reports, proxy
statements and other communications with shareholders required or
otherwise to be sent to Trust shareholders, and arrange for the
printing and dissemination of such reports and communications to
shareholders;
(i) Prepare reports relating to the business and affairs of the Trust as
may be mutually agreed upon and not otherwise appropriately prepared
by the Trust's custodian, counsel or auditors;
(j) Prepare, or arrange for preparation for review, approval and
execution by officers of the Trust, the Trust's federal, state and
local income tax returns, and any other required tax returns, as may
be mutually agreed upon;
(k) Calculate the Trust's annual net investment income (including net
realized short-term capital gain) and net realized long-term capital
gain to determine the Trust's minimum annual distributions to
shareholders and the tax and accounting treatment of such
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distributions on a per share basis, to be reviewed by the Trust's
independent public accountants;
(l) Prepare for review by an officer of the Trust the Trust's periodic
financial reports required to be filed with the Securities and
Exchange Commission (the "SEC") on Form N-CSR and Form N-2 and such
other reports, forms or filings, as may be mutually agreed upon;
(m) Prepare such financial information and reports as may be required by
any stock exchange or exchanges on which the Trust's shares are
listed, and such other information and reports required by such
stock exchanges as may be mutually agreed upon;
(n) Prepare such financial information and reports as may be required by
any banks from which the Trust borrows funds;
(o) Prepare reports related to the Trust's preferred stock, if any, as
required by rating agencies;
(p) Assist in the preparation and filing of Forms 3, 4 and 5 pursuant to
Section 16 of the Securities Exchange Act of 1934 and Section 30(f)
of the Investment Company Act for the officers and trustees of the
Trust, such filings to be based on information provided by those
persons;
(q) Coordinate the performance of administrative and professional
services rendered to the Trust by others, including its custodian,
registrar, transfer agent, dividend disbursing agent and dividend
reinvestment plan agent, as well as auditing and such other services
as may from time to time be mutually agreed;
(r) Consult as necessary with the Trust's officers, independent
accountants, legal counsel, custodian and transfer and dividend
disbursing agent in establishing the accounting policies of the
Trust;
(s) Review implementation of any stock purchase or dividend reinvestment
programs authorized by the Board of Trustees;
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(t) Provide such assistance to, the custodian and the Trust's counsel
and auditors as generally may reasonably be required to properly
carry on the business and operations of the Trust;
(u) Respond to, or refer to the Trust's officers or transfer agent,
shareholder inquiries relating to the Trust; and
(v) Provide such certifications as the Trust shall reasonably require in
connection with the contract required under Section 302 and 901 of
the Xxxxxxxx-Xxxxx Act and the implemented regulations of the SEC.
All services are to be furnished through the medium of any officer or employee
of the Administrator as the Administrator deems appropriate in order to fulfill
its obligations hereunder.
Each party shall bear all its own expenses incurred in connection with this
Agreement. Printing and dissemination expenses, such as those for reports to
shareholders and proxy statements, shall be expenses of the Trust.
2. Additional Services to be provided by the Administrator. The Administrator
shall also provide the services set forth in Annex A.
3. Compensation of the Administrator. The Trust will pay the Administrator a
fee on the first business day of each calendar month for the previous
month at an annual rate equal to 0.07% of the Trust's average daily
Managed Assets (as hereinafter defined) up to $500,000,000 and 0.03% of
average daily Managed Assets in excess of $500,000,000. For the purposes
of determining fees payable to the Administrator, the value of the Trust's
assets shall be computed at the times and in the manner specified in the
Trust's Registration Statement on Form N-2, as amended from time to time
(the "Registration Statement"). Compensation by the Trust to the
Administrator shall commence on the date of the first receipt by the Trust
of the proceeds of the sale of its shares to the underwriters as described
in the Registration Statement, and the fee for the period from the date
the Trust shall receive the proceeds of the sale of its shares to the
underwriters as aforesaid to the end of the month during which such
proceeds are so received, shall be pro-rated
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according to the proportion that such period bears to the full monthly
period. Upon termination of this Agreement before the end of a month, the
fee for such part of that month shall be pro-rated according to the
proportion that such periods bear to the full monthly period and shall be
payable within seven days after the date of termination of this Agreement.
"Managed assets" means the total assets of the Trust (including any assets
attributable to any leverage that may be outstanding) minus the sum of
accrued liabilities (other than liabilities representing financial
leverage). The liquidation preference on any preferred shares is not a
liability.
4. Limitation of Liability, Indemnification.
(a) The Administrator may, with respect to questions of law, apply for
and obtain the advice and opinion of legal counsel, and with respect
to the application of generally accepted accounting principles or
Federal Tax accounting principles, apply for and obtain the advice
and opinion of accounting experts, at the reasonable expense of the
Trust. The Administrator shall obtain prior permission of the Trust
before obtaining the advice and opinion of legal or accounting
experts at the expense of the Trust, and shall not use any counsel
or accounting experts to which the Trust shall reasonably object.
The Administrator shall be fully protected with respect to any
action taken or omitted by it in good faith in conformity with this
paragraph.
(b) The Administrator shall not be liable to the Trust for any action
taken or omitted to be taken by the Administrator in connection with
the performance of any of their respective duties or obligations
under this Agreement, and Trust shall indemnify the Administrator
and hold the Administrator harmless from and against all damages,
liabilities, costs and expenses (including reasonable attorneys'
fees and amounts reasonably paid in settlement) incurred by the
Administrator in or by reason of any pending, threatened or
contemplated action, suit, investigation or other proceeding
(including an action or suit by or in the right of the Trust or its
security holders) arising out of or otherwise based upon any action
actually or allegedly taken or omitted to be taken by the
Administrator in connection with the performance of any of their
respective duties or obligations under this Agreement; provided,
however, that nothing contained herein shall protect or be deemed to
protect the Administrator against or entitle or be deemed to entitle
the
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Administrator to indemnification in respect of any liability to the
Administrator the Trust or its security holders to which the
Administrator would otherwise 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 duties and
obligations under this Agreement. Such expenses shall be paid by the
Trust in advance of the final disposition of such matter upon
invoice by the Administrator and receipt by the Trust of an
undertaking from the Administrator to repay such amounts if it shall
ultimately be established that the Administrator is not entitled to
payment of such expenses hereunder.
(c) As used in this Paragraph 4, the term "Administrator" shall include
any affiliates of the Administrator performing services for the
Trust contemplated hereby, and trustees, officers, agents and
employees of the Administrator or such affiliates.
5. Activities of the Administrator. The services of the Administrator
hereunder are not exclusive and nothing in this Agreement shall limit or
restrict the right of the Administrator to engage in any other business or
to render services of any kind to any other corporation, firm, individual
or association. The Administrator shall be deemed to be an independent
contractor, unless otherwise expressly provided or authorized by this
Agreement.
6. Duration and termination of this Agreement. This Agreement shall become
effective as of the date on which the Trust's Registration Statement on
Form N-2 shall be declared effective by the SEC and shall thereafter
continue in effect unless terminated as herein provided. This Agreement
may be terminated by either party hereto (without penalty) at any time
upon not less than 60 days prior written notice to the other party hereto.
7. Amendments of this Agreement. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved by the Board of
Trustees of the Trust and such amendment is set forth in a written
instrument executed by each of the parties hereto.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts without
reference to choice of law principles thereof and
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in accordance with the Investment Company Act. In the case of any
conflict, the Investment Company Act shall control.
9. Counterparts. This Agreement may be executed by the parties hereto in
counterparts, and if executed in more than one counterpart, the separate
instruments shall constitute one agreement.
10. Notices. Any notice or other communication required to be given in writing
pursuant to this Agreement shall be deemed duly given if delivered or
mailed by registered mail, postage prepaid, (1) to the Administrator at 00
Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: General Counsel or
(2) to the Trust at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Counsel.
11. Entire Agreement. This Agreement sets forth the agreement and
understanding of the parties hereto solely with respect to the matters
covered hereby and the relationship between the Administrator and the
Trust. Nothing in this Agreement shall govern, restrict or limit in any
respect any other business dealings between the parties hereto unless
otherwise expressly provided herein.
12. No Assignment. This Agreement shall not be assigned by either party
without the prior written consent of the other, except that either party
may assign the agreement to another party if such assignment is to a party
controlling, controlled by or under common control with the assigning
party.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
PIONEER FLOATING RATE TRUST
By ____________________________________
Title: ________________________________
PIONEER INVESTMENT MANAGEMENT, INC.
By ____________________________________
Title: ________________________________
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Annex A - Services to be provided by the Administrator
1) Provision of officers to the Trust
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