Expense Limit And Reimbursement Agreement
Expense Limit and Reimbursement Agreement made as of July , 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 , 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 4. 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 Agreement.
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.
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 July ____, 2003.
Pioneer Municipal High Income Trust Pioneer Investment Management, Inc.
By: By:
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Name: Name:
Title: Title:
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