FORM OF
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
This AMENDED AND RESTATED ADMINISTRATION AGREEMENT ("Agreement") is made
this 1st day of July, 2008, by and between Pioneer Fundament Growth Fund
(the "Trust"), a Delaware statutory trust, and Pioneer Investment Management,
Inc., a Delaware corporation (the "Administrator").
WHEREAS, the 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 the 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. The 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 the 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, the 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. The 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 the 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) As compensation for the services performed by the Administrator,
each Fund shall pay the Administrator as promptly as possible after the last day
of each month, a fee, computed daily at an annual rate set forth opposite the
Fund's name on Appendix A annexed hereto, based on the Fund's average daily net
assets (or, as indicated on Appendix A, the Fund's average daily managed
assets). The Administrator and the Funds agree that the fees payable under this
Agreement will be reviewed from time to time. They also will be reviewed should
the scope of the Administrator's services provided hereunder be amended by
agreement of the parties. In connection with each such review, the Administrator
will provide such information as the Trustees reasonably request to evaluate the
benefits of this Agreement to the Funds and the fees hereunder, including an
analysis of the costs to the Administrator of providing its services. If this
Agreement is terminated with respect to any Fund as of any date not the last day
of a month, the fee payable by such Fund shall be paid as promptly as possible
after such date of termination, and shall be computed on the basis of the period
ending on the last business day on which this Agreement is in effect subject to
a pro rata adjustment based on the number of days elapsed in the current month
as a percentage of the total number of days in the month.
(b) The Administrator shall furnish all facilities and personnel necessary
for performing the Administrator's services hereunder and shall furnish to the
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 the 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. The Trust, on behalf of each Fund,
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, 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. The 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, the Trust, on behalf of each Fund, 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 the 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 the 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 the total assets of
the Trust, including any form of investment leverage, minus all accrued expenses
incurred in the normal course of operations, but not excluding 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, (iii) the reinvestment
of collateral received for securities loaned in accordance with the Fund's
investment objectives and policies, and/or (iv) 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
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 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 the
Trust. The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Trust's Declaration of Trust and the
obligations of this Agreement are not binding upon any of the Trustees, officers
or shareholders of the Trust 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 [administration
agreements].
[signature page to follow]
IN WITNESS WHEREOF, the parties thereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
Pioneer Fundamental Growth Fund
By:
Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By:
Name:
Title:
Appendix A
Effective Date/
Fund Initial Term Date Fee
[Based on the Fund's average daily managed assets pursuant to
paragraph 7 of the Agreement.]
Appendix B
ADMINISTRATION AGREEMENT
Accounting Services(1)
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 (placeCitySAIs)
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 placeCitySAIs,
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
(1) Accounting Services marked with an asterisk are not provided to the Funds
listed in Appendix A that are marked with an asterisk.
