Exhibit(k)(10)
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement made as of [_____], 2007, between Pioneer
Investment Management, Inc. ("PIM") and Pioneer Diversified 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 [_____], 2007 (the "Advisory Agreement"), pursuant to which PIM provides
investment management services to the Trust for compensation based on the value
of the average daily managed assets of the Trust.
WHEREAS, PIM and the Trust wish to limit the expenses of the Trust during
the first three (3) 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 (excluding
offering costs for common and preferred shares, interest expense, 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) to 0.90% of the Trust's average
daily managed assets in year 1, 0.95% of the Trust's average daily managed
assets in year 2, and 1.00% of the Trust's average daily managed assets in year
3. "Managed assets" shall have the same meaning as in the Advisory Agreement.
Dividends payable on any preferred shares are not expenses for purposes of this
Agreement.
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 initial 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. This Agreement automatically terminates without obligation by
the Trust upon termination of the Advisory Agreement.
SECTION 4. This Agreement shall be governed by the laws of the State of
Delaware.
SECTION 5. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to the Trust's Agreement and Declaration of Trust, as
may be amended from time to time, 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 managed 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.
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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:
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Name: Xxxxxx Xxxxxxxxx
Title: President and Chief Executive
Officer
PIONEER DIVERSIFIED HIGH INCOME TRUST
By:
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Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
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