EXPENSE LIMIT AND REIMBURSEMENT AGREEMENT
Expense Limit and Reimbursement Agreement made as of July 22, 2003,
between Pioneer Investment Management, Inc. ("PIM") and Pioneer Municipal High
Income Trust (the "Trust").
WHEREAS, the Trust is a Delaware statutory trust and is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as a
closed-end management company.
WHEREAS, the Trust and PIM have entered into an Advisory Agreement,
dated as of July 17, 2003 (the "Advisory Agreement"), pursuant to which PIM
provides investment management services to the Trust for compensation based on
the value of the average weekly managed assets of the Trust.
WHEREAS, PIM and the Trust wish to limit the expenses of the Trust
during the first three years of investment operations of the Trust.
NOW THEREFORE the parties agree as follows:
SECTION 1. PIM agrees, until the third anniversary of the initial closing of the
Trust's initial offering of its Common Shares, to limit the Trust's expenses
(the "Expense Limitation") by waiving fees payable to PIM and/or reimbursing the
Trust for the Trust's ordinary operating expenses so that the total expenses of
the Trust (excluding organizational and offering costs for common and preferred
shares, interest expenses, the cost of defending or prosecuting any claim or
litigation to which the trust is a party, together with any amount in judgment
or settlement, indemnification expenses or taxes incurred due to the failure of
the trust to qualify as a regulated investment company under the Internal
Revenue Code of 1986, as amended, or any other non-recurring or non-operating
expenses) with respect to Trust's Common Shares do not exceed 0.80% per annum of
average daily managed assets. "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.
SECTION 2. PIM may terminate or modify the Expense Limitation only in
accordance with this Agreement. PIM agrees that the Expense Limitation shall not
be modified or terminated prior to the third anniversary of the closing of the
Trust's initial offering of its common shares unless the Advisory Agreement is
terminated prior to that date, in which case this Agreement shall terminate
concurrently with the termination of the Advisory Agreement.
SECTION 3. PIM shall keep a record of the amount of expenses that it waived or
reimbursed pursuant to Section 1 hereof ("Prior Expenses"). If at any future
date the total expenses of the Trust are less than the Expense Limitation (such
excess amount, the "Excess Amount"), PIM shall be entitled to be reimbursed for
all or a portion of such Prior Expenses to the extent possible and solely
payable from the Excess Amount. If the expenses subsequently exceed the Expense
Limitation, the reimbursement of Prior Expenses shall be suspended and, if
subsequent reimbursement of Prior Expenses shall be resumed to the extent that
expenses do not exceed the Expense Limitation (unless previously terminated by
PIM), the Expense Limitation shall be applied. Notwithstanding anything in this
Section 3 to the contrary, the Trust shall not reimburse PIM for any Prior
Expense pursuant to this Section 3 more than three (3) years after the expense
was incurred.
SECTION 1. It is not intended by PIM or the Trust that the reimbursement of
Prior Expenses in Section 3 shall be an obligation of the Trust (a) unless and
until the total expenses of the Trust are less than the Expense Limitation and
then only to the extent of the Excess Amount and (b) unless such Prior Expense
was incurred less than three years prior to the reimbursement. PIM understands
that total expenses of the Trust may never be reduced below the applicable
Expense Limitation and there is no assurance that the Prior Expenses shall be
reimbursed. In addition, the Trust shall have the right to terminate this
Agreement, including its obligation to reimburse Prior Expenses, at any time
upon notice to PIM. This Agreement automatically terminates without obligation
by the Trust upon termination of the Advisory AgreementSECTION 4. .
SECTION 5. This Agreement shall be governed by the laws of the State of
Delaware. SECTION 6. Nothing herein contained shall be deemed to require the
Trust or the Trust to take any action contrary to the Trust's Declaration of
Trust, or any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Trust's Board of
Trustees of its responsibility for and control of the conduct of the affairs of
the Trust.
SECTION 1. Any question of interpretation of any term or provision of this
Agreement, including but not limited to the investment management fees payable
to PIM and the computations of average daily net assets, having a counterpart in
or otherwise derived from the terms and provisions of the Advisory Agreement or
the 1940 Act, shall have the same meaning as and be resolved by reference to
such Advisory Agreement or the 1940 Act.
In witness whereof, the parties hereto have caused this Agreement to be
signed as of the date first written above.
Pioneer Investment Management, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President and Chief Executive
Officer
Pioneer Municipal High Income Trust
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary