FORM OF AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
This AMENDED AND RESTATED ADMINISTRATION AGREEMENT ("Agreement") is
made this ___ day of _________, 2008, by and between Pioneer Tax Free Income
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
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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,
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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.
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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.
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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]
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IN WITNESS WHEREOF, the parties thereto have caused this Agreement to
be executed by their officers thereunto duly authorized.
PIONEER TAX FREE INCOME FUND
By:
--------------------------------
Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By:
--------------------------------
Name:
Title:
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Appendix A
Effective Date/
---------------
Fund Initial Term Date Fee
---- ----------------- ---
Pioneer Tax Free Income 0.0225% of average daily net
Fund assets
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Appendix B
ADMINISTRATION AGREEMENT
Accounting Services(*)
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
----------
(*) Accounting Services marked with an asterisk are not provided to the
Funds listed in Appendix A that are marked with an asterisk.
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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
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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 (SAIs)
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
SAIs, 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
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>> 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
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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
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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
