ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, made as of the 17th day of July 2003
among PIONEER MUNICIPAL HIGH INCOME TRUST, a Delaware statutory trust (the
"Trust"), PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation ("PIM"),
and PRINCETON ADMINISTRATORS, L.P., a Delaware limited partnership (the
"Administrator").
WITNESSETH:
WHEREAS, the Trust is a 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 PIM are entering into an Advisory Agreement
pursuant to which PIM 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 and PIM 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.
Subject to the supervision and direction of PIM, 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, as PIM directs,
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, PIM, 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 PIM or 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 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 and PIM;
(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;
(t) Provide such assistance to PIM, 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 PIM, 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the implemented
regulations of the SEC.
PIM agrees to deliver and to use its reasonable commercial efforts to cause the
custodian to deliver, on a timely basis, such information to the Administrator
as may be necessary or appropriate for the Administrator's performance of its
duties and responsibilities hereunder, including but not limited to, daily
records of transactions, valuation of investments in United States dollars
(which may be based on information provided by a pricing service) and expenses
borne by the Trust, the Trust's management letter to stockholders and such other
information necessary for the Administrator to prepare the above referenced
reports and filings, and the Administrator shall be entitled to rely on the
accuracy and completeness of such information in performing its duties
hereunder.
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. SERVICES TO BE PROVIDED BY PIM. The Trust hereby retains PIM, subject
to the supervision and directions of the Board of Trustees of the Trust, to
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 equal to the greater of (i) $120,000 per annum ($10,000 per month), or
(ii) at an annual rate equal to 0.07% of the Trust's average weekly Managed
Assets (as hereinafter defined). 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 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. NO COMPENSATION TO PIM. PIM shall not be entitled to any fee under this
Agreement. PIM shall be entitled to out of pocket expenses incurred in
connection with its services under this Agreement.
5. LIMITATION OF LIABILITY, INDEMNIFICATION.
(a) The Administrator or PIM 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 or
PIM 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 or PIM shall reasonably object.
The Administrator and PIM 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 or PIM, nor shall
PIM be liable to the Administrator or the Trust, for any action taken
or omitted to be taken by the Administrator or PIM, as the case may be,
in connection with the performance of any of their respective duties or
obligations under this Agreement, and Trust shall indemnify the
Administrator and PIM and hold each of them harmless from and against
all damages, liabilities, costs and expenses (including reasonable
attorneys' fees and amounts reasonably paid in settlement) incurred by
the Administrator or PIM, as the case may be, 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 or PIM, as the case may be, 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 or PIM against or
entitle or be deemed to entitle the Administrator or PIM to
indemnification in respect of any liability to the Administrator, PIM,
the Trust or its security holders to which the Administrator or PIM, as
the case may be, 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 or PIM, as the case may be, and receipt by the
Trust of an undertaking from the Administrator or PIM, as the case may
be, 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 5, 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. As used in this Paragraph 5, the term "PIM" shall
include any affiliates of PIM performing services for the
Trust contemplated hereby, and Trustees, officers, agents and
employees of PIM or such affiliate.
6. ACTIVITIES OF THE ADMINISTRATOR AND PIM. The services of the
Administrator and PIM hereunder are not exclusive and nothing in this
Agreement shall limit or restrict the right of the Administrator or PIM
to engage in any other business or to render services of any kind to
any other corporation, firm, individual or association. Each of the
Administrator and PIM shall be deemed to be an independent contractor,
unless otherwise expressly provided or authorized by this Agreement.
7. 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.
8. 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.
9. 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 in accordance with
the Investment Company Act. In the case of any conflict, the Investment
Company Act shall control.
10. 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.
11. 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 ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, (2) to PIM at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel or (c) to the Trust ▇/▇
▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: General
Counsel.
12. 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 among the Trust, PIM and Princeton
Administrators, L.P. as Administrator. 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.
13. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
PIONEER MUNICIPAL HIGH INCOME TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President and Chief Executive Officer
PRINCETON ADMINISTRATORS, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
ANNEX A - SERVICES TO BE PROVIDED BY PIM
1) PROVISION OF OFFICERS TO THE TRUST
2) MONITORING OF THE SERVICES OF PRINCETON ADMINISTRATORS, L.P. UNDER THE
ADMINISTRATION AGREEMENT