PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER FLOATING RATE TRUST (PHD)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR SEPTEMBER 22, 2009
This is the formal agenda for your fund's annual meeting of shareholders.
It tells you the matters upon which you will be asked to vote and the time and
place of the meeting, in case you want to attend in person.
To the shareholders of Pioneer Diversified High Income Trust, Pioneer
Floating Rate Trust, Pioneer High Income Trust, Pioneer Municipal High Income
Trust and Pioneer Municipal High Income Advantage Trust:
The annual meeting of shareholders of each of the above registered
investment management companies (each, a "fund" and, collectively, the "funds")
will be held at the offices of Bingham McCutchen LLP, One Federal Street,
Boston, Massachusetts 02110, on Tuesday, September 22, 2009 at 2:00 p.m.,
Eastern time, to consider the following:
1. To elect three Trustees of your fund, as named in the attached proxy
statement: (i) with respect to each of Pioneer Floating Rate Trust, Pioneer
High Income Trust, Pioneer Municipal High Income Trust and Pioneer
Municipal High Income Advantage Trust, two by the holders of Common and
Preferred Shares voting together as a single class, and one by the holders
of Preferred Shares voting as a separate class and (ii) with respect to
Pioneer Diversified High Income Trust, by the holders of Common Shares.
Each elected Trustee will serve for a three year term or until a successor
is elected.
2. To approve an Amended and Restated Management Agreement with Pioneer
Investment Management, Inc.
3. To consider any other business that may properly come before the meeting.
Each fund will hold a separate meeting. Shareholders of each fund will vote
separately.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL PROPOSALS.
Shareholders of record as of the close of business on July 9, 2009 are
entitled to vote at the meeting and any adjournment or postponement thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
MEETING TO BE HELD ON SEPTEMBER 22, 2009: This Notice and the Proxy Statement
are available on the internet at www.proxyonline.com/docs/pioneerclosedendfunds.
By Order of each Board of Trustees,
Dorothy E. Bourassa, Secretary
Boston, Massachusetts
August 11, 2009
-----------------
-----------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN
THE ENCLOSED PROXY.
22246-01-0809
PROXY STATEMENT OF
PIONEER DIVERSIFIED HIGH INCOME TRUST (HNW)
PIONEER FLOATING RATE TRUST (PHD)
PIONEER HIGH INCOME TRUST (PHT)
PIONEER MUNICIPAL HIGH INCOME TRUST (MHI)
PIONEER MUNICIPAL HIGH INCOME ADVANTAGE TRUST (MAV)
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
ANNUAL MEETING OF SHAREHOLDERS
This proxy statement contains the information you should know before voting
on the proposal summarized below.
Each fund will furnish without charge a copy of its most recent annual
report and any more recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of a fund's reports should direct all
written requests to the attention of the fund, at the address listed above, or
should call Pioneer Investment Management Shareholder Services, Inc. ("PIMSS")
at 1-800-622-3265.
INTRODUCTION
This proxy statement is being used by the Board of Trustees of each fund to
solicit proxies to be voted at the annual meeting of shareholders of each
fund referenced above. Participating in the meeting are holders of common
shares of beneficial interest (the "Common Shares") of each fund and the
holders of preferred shares of beneficial interest (the "Preferred Shares")
of Pioneer Floating Rate Trust, Pioneer High Income Trust, Pioneer Municipal
High Income Trust and Pioneer Municipal High Income Advantage Trust. Each
meeting will be held at the offices of Bingham McCutchen LLP, One Federal
Street, Boston, Massachusetts 02110, at 2:00 p.m., Eastern time, on Tuesday,
September 22, 2009, and at any adjournments or postponements of a meeting to
a later date, for the purposes as set forth in the accompanying notice of
annual meeting of shareholders.
This proxy statement and the enclosed proxy card are being mailed to
shareholders of each fund on or about August 11, 2009. The annual report for
each fund for its most recently completed fiscal year previously was mailed
to shareholders.
WHO IS ELIGIBLE TO VOTE
Shareholders of record of each fund as of the close of business on July 9,
2009 (the "record date") are entitled to vote on all of the fund's business at
the annual shareholder meeting and any adjournments or postponements thereof.
With respect to each proposal, each whole share shall be entitled to one vote
and each fractional share shall be entitled to a proportionate fractional vote.
Shares represented by properly executed proxies, unless revoked before or at the
meeting, will be voted according to the shareholder's instructions. If you sign
a proxy card but do not fill in a vote, your shares will be voted FOR each of
the nominees for Trustee in Proposal 1 and in favor of the Amended and Restated
Management Agreement in Proposal 2. If any other business properly comes before
the annual shareholder meeting, your shares will be voted at the discretion of
the persons named as proxies.
Shareholders of each fund will only vote on proposals relating to their
fund.
PROPOSAL 1
ELECTION OF BOARD OF TRUSTEES
Shareholders of each fund are being asked to consider the election of three
nominees to the Board of Trustees of the fund. All of the nominees for election
to each fund's Board currently serve as Trustees of the fund and have served in
that capacity continuously since originally elected or appointed. Each Trustee
shall be elected to hold office for a three-year term and until his or her
successor is elected and qualified. Each nominee has consented to being named in
this proxy statement and indicated his or her willingness to serve if elected.
In the unanticipated event that any nominee should be unable to serve, the
persons named as proxies may vote for such other person as shall be designated
by the fund's Board of Trustees. The persons named on the accompanying proxy
card intend to vote at the meeting (unless otherwise directed) for the election
of the nominees named below as Trustees of each fund.
The Agreement and Declaration of Trust for each fund provides that the
Board of Trustees shall consist of Trustees divided into three classes, each
class to consist, as nearly as may be possible, of one-third of the total number
of trustees constituting the entire Board of Trustees. The Trustees of only one
class are elected at each annual meeting so that the regular term of only one
class of Trustees will expire annually and any particular Trustee stands for
election only once in each three-year period. Each fund's Board of Trustees is
divided into three staggered term classes -- Class I, Class II and Class III.
Class I Trustees are being submitted to shareholders for election at the meeting
for Pioneer High Income Trust. Class II Trustees are being submitted to
shareholders for election at the meeting for Pioneer Diversified High Income
Trust. Class III Trustees are being submitted to shareholders for election at
the meeting for each of Pioneer Floating Rate Trust, Pioneer Municipal High
Income Trust and Pioneer Municipal High Income Advantage Trust.
Each fund's Board of Trustees consists of nine members.
Pioneer Diversified High Income Trust
The terms of the Class II Trustees - Ms. Bush, Mr. Perna and Ms. Piret --
expire at the upcoming 2009 annual meeting; the terms of the Class III Trustees
-- Mr. Cogan, Mr. Bock and Mr. West -- expire in 2010; the terms of the Class I
Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman-- expire in 2011.
Pioneer Floating Rate Trust
The terms of the Class III Trustees -- Ms. Bush, Mr. Perna and Ms. Piret --
expire at the upcoming 2009 annual meeting; the terms of the Class I Trustees --
Mr. Cogan, Mr. Bock and Mr. West -- expire in 2010; the terms of the Class II
Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman -- expire in 2011.
Pioneer Municipal High Income Trust
The terms of the Class III Trustees -- Ms. Bush, Mr. Perna and Ms. Piret --
expire at the upcoming 2009 annual meeting; the terms of the Class I Trustees --
Mr. Cogan, Mr. Bock and Mr. West -- expire in 2010; the terms of the Class II
Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman -- expire in 2011.
Pioneer Municipal High Income Advantage Trust
The terms of the Class III Trustees -- Ms. Bush, Mr. Perna and Ms. Piret --
expire at the upcoming 2009 annual meeting; the terms of the Class I Trustees --
Mr. Cogan, Mr. Bock and Mr. West -- expire in 2010; the terms of the Class II
Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman -- expire in 2011.
Pioneer High Income Trust
The terms of the Class I Trustees -- Ms. Bush, Mr. Perna and Ms. Piret --
expire at the upcoming 2009 annual meeting; the terms of the Class II Trustees
-- Mr. Cogan, Mr. Bock and Mr. West -- expire in 2010; the terms of the Class
III Trustees -- Ms. Graham, Mr. Kingsbury and Mr. Friedman -- expire in 2011.
Subsequently, for each fund, each class of Trustees will stand for
election at the conclusion of its respective three-year term. Such
classification may prevent replacement of a majority of the Trustees for up
to a two-year period. Holders of the Preferred Shares of each fund that has
Preferred Shares outstanding are entitled to elect two trustees of that fund.
Mr. Cogan and Ms. Piret have been designated as the Trustees to be elected by
the holders of the Preferred Shares of each fund that has issued Preferred
Shares. As noted above, Ms. Piret's term expires at the upcoming 2009 annual
meeting. Consequently, holders of Preferred Shares of each fund that has
Preferred Shares outstanding will be asked to vote as a separate class at the
upcoming 2009 annual meeting.
The following table sets forth the nominees for election, their ages, each
nominee's or incumbent Trustee's position(s) with each fund, his or her age,
address, principal occupation during the past five years and any other
board memberships they hold. Trustees who are interested persons of a fund
within the meaning of the Investment Company Act of 1940, as amended (the "1940
Act"), are referred to as Interested Trustees. Trustees who are not interested
persons of a fund are referred to as Independent Trustees. Each of the Trustees
(except Mr. West) serves as a Trustee of each of the 67 U.S. registered
investment portfolios for which Pioneer Investment Management, Inc. ("Pioneer")
serves as investment adviser (the "Pioneer Funds"). Mr. West serves as Trustee
of 53 of the 67 Pioneer Funds. The address for all Trustees and all officers of
each fund is 60 State Street, Boston, Massachusetts 02109.
-----------------------------------------------------------------------------------------------------------------------
Position(s) Term of
Held Office and Other Directorships
Name, Age With each Length of Principal Occupation(s) Held by this
and Address Fund Service During Past Five Years Trustee or Nominee
-----------------------------------------------------------------------------------------------------------------------
Interested Trustees:
-----------------------------------------------------------------------------------------------------------------------
John F. Chairman of Pioneer Diversified Deputy Chairman and a Director of None
Cogan, Jr. the Board, High Income Trust: Pioneer Global Asset Management S.p.A.
(83)* Trustee and Class III Trustee since ("PGAM"); Non-Executive Chairman and a
President 2007. Term expires in Director of Pioneer Investment
2010. Management USA Inc. ("PIM-USA");
Pioneer Floating Rate Chairman and a Director of Pioneer;
Trust: Chairman and Director of Pioneer
Class I Trustee since Institutional Asset Management, Inc.
2003. Term expires in (since 2006); Director of Pioneer
2010. Elected by Alternative Investment Management
Preferred Shares only. Limited (Dublin); President and a
Pioneer High Income Director of Pioneer Alternative
Trust: Class II Trustee Investment Management (Bermuda) Limited
since 2002. Term and affiliated funds; Director of
expires in 2010. PIOGLOBAL Real Estate Investment Fund
Elected by Preferred (Russia) (until June 2006); Director of
Shares only. Nano-C, Inc. (since 2003); Director of
Pioneer Municipal High Cole Management Inc. (since 2004);
Income Trust: Director of Fiduciary Counseling, Inc.;
Class I Trustee since President and Director of Pioneer Funds
2003. Term expires in Distributor, Inc. ("PFD") (until May
2010. Elected by 2006); President of all of the Pioneer
Preferred Shares only. Funds; and Of Counsel, Wilmer Cutler
Pioneer Municipal High Pickering Hale and Dorr LLP
Income Advantage Trust:
Class I Trustee since
2003. Term expires in
2010. Elected by
Preferred Shares only.
-----------------------------------------------------------------------------------------------------------------------
Daniel K. Trustee and Pioneer Diversified Director, CEO and President of Pioneer None
Kingsbury Executive High Income Trust: Investment Management USA Inc.
(50)* Vice President Class I Trustee since (since February 2007); Director and
2007. Term expires President of Pioneer Investment
in 2011. Management, Inc. and Pioneer
Pioneer Floating Institutional Asset Management, Inc.
Rate Trust: (since February 2007); Executive Vice
Class II Trustee since President of all of the Pioneer Funds
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
2007. Term expires (since March 2007); Director of Pioneer
in 2011. Global Asset Management S.p.A. (since
Pioneer High April 2007); Head of New Markets
Income Trust: Class Division, Pioneer Global Asset
III Trustee since Management S.p.A. (2000-2007)
2007. Term expires
in 2011.
Pioneer Municipal
High Income Trust:
Class II Trustee since
2007. Term expires
in 2011.
Pioneer Municipal
High Income
Advantage Trust:
Class II Trustee since
2007. Term expires
in 2011.
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Independent Trustees:
-----------------------------------------------------------------------------------------------------------------------
David R. Trustee Pioneer Diversified Managing Partner, Federal City Capital Director of Enterprise
Bock High Income Trust: Advisors (boutique merchant bank) (1997 Community Investment,
(65) Class III Trustee since to 2004 and 2008 - present); and Inc. (privately-held
2007. Term expires in Executive Vice President and Chief affordable housing
2010. Financial Officer, I-trax, Inc. finance company);
Pioneer Floating Rate (publicly traded health care services Director of New York
Trust: company) (2004 - 2007) Mortgage Trust (publicly
Class I Trustee since traded mortgage REIT);
2005. Term expires in and Director of Oxford
2010. Analytica, Inc.
Pioneer High Income (privately-held research
Trust: Class II Trustee and consulting company)
since 2005. Term
expires in 2010.
Pioneer Municipal High
Income Trust:
Class I Trustee since
2005. Term expires in
2010.
Pioneer Municipal High
Income Advantage Trust:
Class I Trustee since
2005. Term expires in
2010.
-----------------------------------------------------------------------------------------------------------------------------
Mary K. Trustee Pioneer Diversified President, Bush International, LLC Director of Marriott
Bush High Income Trust: (international financial advisory firm) International, Inc.;
(61) Class II Trustee since Director of Discover
2007. Term expires in Financial Services
2009. (credit card issuer and
Pioneer Floating Rate electronic payment
Trust: services); Director of
Class III Trustee Briggs & Stratton Co.
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
since 2003. Term (engine manufacturer);
expires in 2009. Director of UAL
Pioneer High Income Corporation (airline
Trust: Class I Trustee holding company);
since 2002. Term Director of Mantech
expires in 2009. International
Pioneer Municipal High Corporation (national
Income Trust: security, defense, and
Class III Trustee since intelligence technology
2003. Term expires in firm); and Member Board
2009. of Governors, Investment
Pioneer Municipal High Company Institute
Income Advantage Trust:
Class III Trustee since
2003. Term expires in
2009.
-----------------------------------------------------------------------------------------------------------------------------
Benjamin Trustee Pioneer Diversified Professor, Harvard University Trustee, Mellon
M. High Income Trust: Institutional Funds
Friedman Class I Trustee since Investment Trust and
(64) 2008. Term expires in Mellon Institutional
2011. Funds Master Portfolio
Pioneer Floating Rate (oversees 17 portfolios
Trust: in fund complex)
Class II Trustee since
2008. Term expires in
2011.
Pioneer High Income
Trust: Class III
Trustee since 2008.
Term expires in 2011.
Pioneer Municipal High
Income Trust:
Class II Trustee since
2008. Term expires in
2011.
Pioneer Municipal High
Income Advantage Trust:
Class II Trustee since
2008. Term expires in
2011.
-----------------------------------------------------------------------------------------------------------------------------
Margaret Trustee Pioneer Diversified Founding Director, Vice-President and None
B.W. High Income Trust: Corporate Secretary, The Winthrop Group,
Graham Class I Trustee since Inc. (consulting firm); and Desautels
(62) 2007. Term expires in Faculty of Management, McGill University
2011.
Pioneer Floating Rate
Trust:
Class II Trustee since
2003. Term expires in
2011.
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Pioneer High Income
Trust: Class III
Trustee since 2002.
Term expires in 2011.
Pioneer Municipal High
Income Trust:
Class II Trustee since
2003. Term expires in
2011.
Pioneer Municipal High
Income Advantage Trust:
Class II Trustee since
2003. Term expires in
2011.
-----------------------------------------------------------------------------------------------------------------------------
Thomas J. Trustee Pioneer Diversified Chief Executive Officer, Quadriserv, None
Perna High Income Trust: Inc. (technology products for securities
(58) Class II Trustee since lending industry) (2008 - present);
2007. Term expires in Private investor (2004 - 2008); and
2009. Senior Executive Vice President, The
Pioneer Floating Rate Bank of New York (financial and
Trust: securities services) (1986 - 2004)
Class III Trustee since
2006. Term expires in
2009.
Pioneer High Income
Trust: Class I Trustee
since 2006. Term
expires in 2009.
Pioneer Municipal High
Income Trust: Class III
Trustee since 2006.
Term expires in 2009.
Pioneer Municipal High
Income Advantage Trust:
Class III Trustee since
2006. Term expires in
2009.
-----------------------------------------------------------------------------------------------------------------------------
Marguerite Trustee Pioneer Diversified President and Chief Executive Officer, Director of New America
A. Piret High Income Trust: Newbury, Piret & Company, Inc. High Income Fund, Inc.
(61) Class II Trustee since (investment banking firm) (closed-end investment
2007. Term expires in company)
2009.
Pioneer Floating Rate
Trust:
Class III Trustee since
2003. Term expires in
2009. Elected by
Preferred Shares only.
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Pioneer High Income
Trust: Class I Trustee
since 2002. Term
expires in 2009.
Elected by Preferred
Shares only.
Pioneer Municipal High
Income Trust:
Class III Trustee since
2003. Term expires in
2009. Elected by
Preferred Shares only.
Pioneer Municipal High
Income Advantage Trust:
Class III Trustee since
2003. Term expires in
2009. Elected by
Preferred Shares only.
-----------------------------------------------------------------------------------------------------------------------------
Stephen K. Trustee Pioneer Diversified Senior Counsel, Sullivan & Cromwell LLP Director, The Swiss
West High Income Trust: (law firm) Helvetia Fund, Inc.
(80) Class III Trustee since (closed-end investment
2007. Term expires in company)
2010.
Pioneer Floating Rate
Trust:
Class I Trustee since
2003. Term expires in
2010.
Pioneer High Income
Trust: Class II Trustee
since 2002. Term
expires in 2010.
Pioneer Municipal High
Income Trust:
Class I Trustee since
2003. Term expires in
2010.
Pioneer Municipal High
Income Advantage Trust:
Class I Trustee since
2003. Term expires in
2010.
-----------------------------------------------------------------------------------------------------------------------------
* Mr. Cogan and Mr. Kingsbury are Interested Trustees because each is an
officer or director of each fund's investment adviser and/or certain of its
affiliates.
Board Committees
The Board of Trustees for each fund has an Audit Committee, a Governance
Committee (formerly, the Independent Trustees Committee), a Nominating
Committee, a Valuation Committee and a Policy Administration Committee.
Committee members are as follows:
Audit
David R. Bock (Chair), Benjamin M. Friedman and Marguerite A. Piret
Governance
David R. Bock, Mary K. Bush, Benjamin M. Friedman, Margaret B.W. Graham,
Thomas J. Perna, Marguerite A. Piret and Stephen K. West (Chair)
Nominating
Mary K. Bush (Chair), Benjamin M. Friedman, Margaret B.W. Graham and
Marguerite A. Piret
Valuation
David R. Bock, Benjamin M. Friedman and Marguerite A. Piret (Chair)
Policy Administration
Mary K. Bush, Margaret B.W. Graham, Thomas J. Perna (Chair) and Stephen K.
West
During the most recent fiscal year for each fund, the Audit, Governance,
Nominating, Policy Administration and Valuation Committees of each
fund held the following meetings:
Pioneer Pioneer
Diversified Pioneer Pioneer High Municipal Pioneer Municipal
High Income Floating Rate Income High Income High Income
Trust Rate Trust Income Trust Trust Advantage Trust
---------------------------------------------------------------------------------------------------------
Audit
Committee 7 13 6 7 6
Governance
Committee 5 10 6 5 6
Nominating
Committee 0 0 0 0 0
Policy
Administration
Committee 5 5 5 5 5
Valuation
Committee 4 4 4 4 4
Each fund's Audit Committee is comprised of only Independent Trustees who are
"independent" as defined in the applicable New York Stock Exchange ("NYSE")
and NYSE Amex listing standards relating to closed-end funds. The Board of
Trustees of each fund has adopted a charter for the Audit Committee. In
accordance with its charter, the purposes of the Audit Committee are to:
o Assist the Board of Trustees' oversight and monitoring of: (i) the
integrity of the fund's financial statements; (ii) the fund's
compliance with legal and regulatory requirements; (iii) the
independent registered public accounting firm's qualifications,
performance and independence; and (iv) the performance of the
fund's internal audit function; and
o Prepare an Audit Committee Report to the extent required by Securities
and Exchange Commission ("SEC") to be included in the fund's annual
proxy statement and other filings.
The Audit Committee reports that it has (1) reviewed and discussed each
fund's audited financial statements with management; (2) discussed with the
independent registered public accounting firm the matters required to be
discussed with the independent auditors by the Statement of Auditing Standards
No. 61, as amended, as adopted by the Public Company Accounting Oversight Board
in Rule 3200 T; and (3) received written disclosures and an independence letter
from the independent registered public accounting firm required by Independence
Standards Board Standard No. 1, as adopted by the Public Company Accounting
Oversight Board in Rule 3600 T, and discussed with the independent registered
public accounting firm that firm's independence. Based upon the review
and discussions referred to above, the Audit Committee recommended to the Board
of Trustees that the audited financial statements be included in the Annual
Report for Pioneer Floating Rate Trust for the fiscal year ended November 30,
2008, the Annual Reports for Pioneer High Income Trust and Pioneer Municipal
High Income Advantage Trust for the fiscal year ended March 31, 2009 and in the
Annual Reports for Pioneer Diversified High Income Trust and Pioneer Municipal
High Income Trust for the fiscal year ended April 30, 2009.
The Audit Committee charter is available on Pioneer's website:
www.pioneerinvestments.com. You also can obtain a copy by sending a written
request to your fund at the address listed on this proxy statement.
Each fund's Board of Trustees has determined that the fund has at least one
audit committee financial expert serving on its Audit Committee. Ms. Piret, an
Independent Trustee, serves on each Audit Committee and has been determined to
be an audit committee financial expert.
All members of the Nominating Committee are independent under the
applicable NYSE and NYSE Amex listing standards relating to closed-end funds,
and are not "interested persons", as defined in the 1940 Act, of the fund. The
Board of each fund has adopted a written charter for the Nominating Committee,
which is available on Pioneer's website: www.pioneerinvestments.com. You also
can obtain a copy by sending a written request to your fund at the address
listed on this proxy statement. The Nominating Committee reviews the
qualifications of persons being considered as candidates for Independent Trustee
and makes recommendations regarding the qualifications of such persons to the
Governance Committee. The Governance Committee then evaluates any candidate and
determines whether to nominate him or her for election. The Trustees who are not
Independent Trustees and the officers of each fund are nominated and selected by
the Board.
The Nominating Committee's charter provides for certain criteria to be used
in evaluating candidates for Independent Trustee. In reviewing a potential
nominee, the Nominating Committee applies the following criteria: (i) the
nominee's reputation for integrity, honesty and adherence to high ethical
standards, (ii) the nominee's business acumen and ability to exercise sound
judgments, (iii) a commitment to attend and participate in meetings of the Board
and its committees, (iv) the ability to understand potential conflicts of
interest in managing a fund and to act in the interests of all shareholders, and
(v) the absence of a real or apparent conflict of interest that would impair the
nominee's ability to represent the interests of all the shareholders and to
fulfill the responsibilities of an Independent Trustee. The Nominating Committee
does not necessarily place the same emphasis on each criterion.
As long as an existing Independent Trustee continues, in the opinion of the
other Independent Trustees, to satisfy these criteria and continues to make
positive contributions to the Board, each fund anticipates that Independent
Trustees of the fund would favor the re-nomination of an existing Trustee rather
than a new candidate. Consequently, while the Nominating Committee will evaluate
the qualifications of nominees recommended by shareholders to serve as Trustee,
the Independent Trustees might act upon the Nominating Committee's evaluation
only if there is a vacancy on the Board. In the event that a vacancy arises or a
change in Board membership is determined to be advisable, the Nominating
Committee will, in addition to any shareholder recommendations, evaluate
candidates identified by other means, including candidates proposed by
Independent Trustees or management. While it has not done so in the past, the
Nominating Committee may retain a consultant to assist the Committee in a search
for a qualified candidate.
Any shareholder recommendation must be submitted in compliance with all of
the pertinent provisions of Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the Agreement and Declaration of Trust
and By laws of the fund to be considered by the Nominating Committee. In
evaluating a nominee recommended by a shareholder, the Nominating Committee, in
addition to the criteria discussed above, may consider the objectives of the
shareholder in submitting that nomination and whether such objectives are
consistent with the interests of all shareholders. If the Board determines to
include a shareholder's candidate among the slate of nominees, the candidate's
name will be placed on the fund's proxy card. If the Nominating Committee, the
Independent Trustees or the Board determines not to include such candidate among
the Board's designated nominees and the shareholder has satisfied the
requirements of Rule 14a-8 under the Exchange Act, the shareholder's candidate
will be treated as a nominee of the shareholder who originally nominated the
candidate.
The Nominating Committee initiated the recommendation of each of the
nominees to serve as Independent Trustee.
Shareholders may communicate with the members of the Board as a group or
individually. Any such communication should be sent to the Board or an
individual Trustee c/o the Secretary of the fund at the address on the notice of
this meeting. The Secretary may determine not to forward any communication to
members of the Board that does not relate to the business of a fund.
The Valuation Committee reviews the valuation assigned to certain
securities by Pioneer in accordance with each fund's valuation procedures.
The Policy Administration Committee reviews the implementation of certain
of each fund's administrative policies and procedures.
The Governance Committee reviews each fund's management contract and other
related party contracts annually and is also responsible for any other action
required to be taken, under the 1940 Act, by the Independent Trustees acting
alone.
For Pioneer High Income Trust and Pioneer Municipal High Income Advantage
Trust, during each fund's most recent fiscal year, the Board of Trustees held
8 meetings. For Pioneer Diversified High Income Trust and Pioneer Municipal
High Income Trust, during each fund's most recent fiscal year, the Board of
Trustees held 9 meetings. For Pioneer Floating Rate Trust, during the fund's
most recent fiscal year, the Board of Trustees held 7 meetings. All of the
current Trustees and committee members of each fund then serving attended at
least 75% of the meetings of the Board of Trustees and applicable committees,
if any, held during that fund's fiscal year. Mr. Friedman was elected to the
Boards on September 22, 2008 and attended at least 75% of those meetings
subsequent to his election.
The funds do not have a policy on Trustee attendance at the annual meeting
of shareholders. For each fund, one Trustee attended the 2008 annual
meeting of shareholders.
The following table indicates the value of shares that each Trustee or
nominee beneficially owned in each fund and Pioneer Funds in the aggregate as
of May 31, 2009. Beneficial ownership is determined in accordance with SEC
rules. The share value of any closed-end Pioneer fund is based on its closing
market price on May 31, 2009. The share value of any open-end Pioneer fund is
based on the net asset value of the class of shares on May 31, 2009. The
dollar ranges in this table are in accordance with SEC requirements.
-------------------------------------------------------------------------------------
Aggregate Dollar Range
of Equity Securities in
All Pioneer Funds
Dollar Range of Overseen or to be
Equity Securities Overseen by Trustee
Name of Trustee or Nominee in each Fund or Nominee
-------------------------------------------------------------------------------------
INTERESTED TRUSTEE or
NOMINEE
-------------------------------------------------------------------------------------
Over $100,000(1)
$0(2)
John F. Cogan, Jr. $0(3) Over $100,000
$0(4)
Over $100,000(5)
-------------------------------------------------------------------------------------
$0(1)
$0(2)
Daniel K. Kingsbury $0(3) Over $100,000
$0(4)
$0(5)
-------------------------------------------------------------------------------------
INDEPENDENT TRUSTEE or
NOMINEE
-------------------------------------------------------------------------------------
$0(1)
David R. Bock $0(2) Over $100,000
-------------------------------------------------------------------------------------
$0(3)
$0(4)
$0(5)
-------------------------------------------------------------------------------------
$0(1)
$0(2)
Mary K. Bush $0(3) Over $100,000
$0(4)
$0(5)
-------------------------------------------------------------------------------------
$0(1)
$0(2) $50,001 to
Benjamin M. Friedman $0(3) $100,000
$0(4)
$0(5)
-------------------------------------------------------------------------------------
$1 to $10,000(1)
$0(2) $50,001 to
Margaret B. W. Graham $0(3) $100,000
$0(4)
$0(5)
-------------------------------------------------------------------------------------
$0(1)
$0(2)
Thomas J. Perna $0(3) Over $100,000
$0(4)
$0(5)
-------------------------------------------------------------------------------------
$0(1)
$0(2)
Marguerite A. Piret $0(3) Over $100,000
$0(4)
$0(5)
-------------------------------------------------------------------------------------
$1 to $10,000(1)
$0(2)
Stephen K. West $0(3) Over $100,000
$0(4)
$0(5)
-------------------------------------------------------------------------------------
(1) Shares held in Pioneer High Income Trust
(2) Shares held in Pioneer Municipal High Income Trust
(3) Shares held in Pioneer Municipal High Income Advantage Trust
(4) Shares held in Pioneer Floating Rate Trust
(5) Shares held in Pioneer Diversified High Income Trust
As of December 31, 2008, the Trustees, any nominee for election as a
Trustee and the officers of each fund owned beneficially in the aggregate
less than 1% of the outstanding shares of each fund.
For each of the funds, during the most recent fiscal year, none of the
Trustees or any nominee for election as a Trustee engaged in the purchase or
sale of securities of Pioneer, UniCredit S.p.A. ("Unicredit") or any other
entity in a control relationship to Pioneer or PFD.
Material Relationships of the Independent Trustees
Mr. West, an Independent Trustee, is Senior Counsel to Sullivan & Cromwell,
which acts as counsel to the Independent Trustees and the Independent
Trustees of the other Pioneer Funds. The aggregate compensation paid to
Sullivan & Cromwell by the funds and the other Pioneer Funds was
approximately $406,262 and $450,898 in each of 2007 and 2008.
Compliance with Section 16(a) Reporting Requirements
Section 16(a) of the Exchange Act requires each fund's executive officers,
Trustees and persons who own more than ten percent of a fund's shares ("10%
Shareholders") to file reports of ownership and changes in ownership with the
SEC. Executive officers, Trustees and 10% Shareholders are required by SEC
regulations to furnish the fund with copies of all Section 16(a) forms they
file. Section 30(h) of the 1940 Act extends the reporting requirements under
Section 16(a) of the Exchange Act to certain officers of the fund's
investment adviser. Based solely on a review of the copies of these reports
furnished to each of the funds and representations that no other reports were
required to be filed, each fund believes that during the past fiscal year all
filing requirements applicable to such persons were met.
Other executive officers
In addition to Mr. Cogan and Mr. Kingsbury, who serve as President and
Executive Vice President, respectively, of each fund, the following table
provides information with respect to the other executive officers of the
funds. Each executive officer is elected by the Board of Trustees and serves
until his or her successor is chosen and qualified or until his or her
resignation or removal by the Board. The business address of all officers of
the funds is 60 State Street, Boston, Massachusetts 02109.
Name, age and
position with each
fund Principal occupation(s)
Dorothy E. Senior Vice President, General Counsel and
Bourassa (61) Secretary of PIM-USA; Senior Vice President
Secretary and General Counsel of Pioneer;
Secretary/Clerk of most of PIM-USA's
subsidiaries; and Secretary of all of the
Pioneer Funds since September 2003
(Assistant Secretary from November 2000 to
September 2003)
Christopher J. Vice President and Associate General Counsel
Kelley (44) of Pioneer since January 2008 and Assistant
Assistant Secretary of all of the Pioneer Funds since
Secretary September 2003; Vice President and Senior
Counsel of Pioneer from July 2002 to
December 2007
Mark E. Bradley Vice President-Fund Accounting,
(49) Administration and Controllership Services
Treasurer of Pioneer; and Treasurer of all of the
Pioneer Funds since March 2008; Deputy
Treasurer of Pioneer from March 2004 to
February 2008; Assistant Treasurer of all of
the Pioneer Funds from March 2004 to
February 2008; and Treasurer and Senior Vice
President, CDC IXIS Asset Management
Services from 2002 to 2003
Luis I. Presutti Assistant Vice President-Fund Accounting,
(44) Administration and Controllership Services
Assistant of Pioneer; and Assistant Treasurer of all
Treasurer of the Pioneer Funds
Gary Sullivan Fund Accounting Manager - Fund Accounting,
(51) Administration and Controllership Services
Assistant of Pioneer; and Assistant Treasurer of all
Treasurer of the Pioneer Funds
David F. Johnson Fund Administration Manager - Fund
(29) Accounting, Administration and
Assistant Controllership Services since November 2008
Treasurer and Assistant Treasurer of all of the
Pioneer Funds since January 2009; Client
Service Manager - Institutional Investor
Services at State Street Bank from March
2003 to March 2007
Teri W. Anderholm Chief Compliance Officer of Pioneer since
(49) December 2006 and of all the Pioneer Funds
Chief Compliance since January 2007; Vice President and
Officer Compliance Officer, MFS Investment
Management (August 2005 to December 2006);
Consultant, Fidelity Investments (February
2005 to July 2005); Independent Consultant
(July 1997 to February 2005)
Compensation of trustees and officers
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer High Income Trust and Pioneer
Municipal High Income Advantage Trust for the fiscal year ended March 31,
2009. The amounts paid to the Trustees by each fund differ due to (i)
membership on or chairing certain committees of the Board of Trustees and
(ii) attendance at meetings. The fund does not pay any salary or other
compensation to its officers.
Pioneer High Income Trust and Pioneer Municipal High Income Advantage Trust:
------------------------------------------------------------------------------------
Total Compensation
Aggregate Pension or Retirement from the Fund and
Compensation Benefits Accrued as Other Pioneer
Name of Trustee from each Fund Part of Fund Expenses Funds(2)
------------------------------------------------------------------------------------
Interested Trustees:
------------------------------------------------------------------------------------
John F. Cogan, Jr.(1) $500.00* $0.00 $31,100.00
$500.00**
------------------------------------------------------------------------------------
Daniel K. Kingsbury(1) $0.00* 0.00 $0.00
$0.00**
------------------------------------------------------------------------------------
Independent Trustees:
------------------------------------------------------------------------------------
David R. Bock $1,961.35* 0.00 $183,314.76
$1,772.11**
------------------------------------------------------------------------------------
Mary K. Bush $2,099.14* 0.00 $196,150.01
$1,869.21**
------------------------------------------------------------------------------------
Benjamin M. Friedman(3) $1,452.81* 0.00 $133,800.01
$1,347.56**
------------------------------------------------------------------------------------
Margaret B.W. Graham $2,251.08* 0.00 $215,150.01
$1,996.00**
------------------------------------------------------------------------------------
Thomas J. Perna $2,148.47* 0.00 $204,429.45
$1,916.38**
------------------------------------------------------------------------------------
Marguerite A. Piret $2,426.15* 0.00 $230,200.01
$2,121.96**
------------------------------------------------------------------------------------
Stephen K. West $1,918.14* 0.00 $109,527.67
$1,733.55**
------------------------------------------------------------------------------------
(1) Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
(2) There are 67 U.S. registered investment portfolios in the Pioneer Funds.
(3) Mr. Friedman became a Trustee on September 22, 2008.
* Aggregate compensation from Pioneer High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Advantage Trust.
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Diversified High Income Trust and
Pioneer Municipal High Income Trust for the fiscal year ended April 30, 2009.
The amounts paid to the Trustees differ due to (i) membership on or chairing
certain committees of the boards of Trustees and (ii) attendance at meetings.
The fund does not pay any salary or other compensation to its officers.
Pioneer Diversified High Income Trust and Pioneer Municipal High Income Trust:
-------------------------------------------------------------------------------------
Total Compensation
Aggregate Pension or Retirement from the Fund and
Compensation Benefits Accrued as Other Pioneer
Name of Trustee from each Fund Part of Fund Expenses Funds(2)
-------------------------------------------------------------------------------------
Interested Trustees:
-------------------------------------------------------------------------------------
John F. Cogan, Jr.(1) $500.00* $0.00 $31,100.00
$500.00**
-------------------------------------------------------------------------------------
Daniel K. Kingsbury(1) $0.00* 0.00 $0.00
$0.00**
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Independent Trustees:
-------------------------------------------------------------------------------------
David R. Bock $1,000.00* 0.00 $183,314.76
$1,592.08**
-------------------------------------------------------------------------------------
Mary K. Bush $1,000.00* 0.00 $196,150.01
$1,670.32**
-------------------------------------------------------------------------------------
Benjamin M. Friedman(3) $875.00* 0.00 $133,800.01
$1,234.19**
-------------------------------------------------------------------------------------
Margaret B.W. Graham $1,000.00* 0.00 $215,150.01
$1,767.19**
-------------------------------------------------------------------------------------
Thomas J. Perna $1,000.00* 0.00 $204,429.45
$1,705.35**
-------------------------------------------------------------------------------------
Marguerite A. Piret $1,000.00* 0.00 $230,200.01
$1,866.74**
-------------------------------------------------------------------------------------
Stephen K. West $1,000.00* 0.00 $109,527.67
$1,563.27**
-------------------------------------------------------------------------------------
(1) Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
(2) There are 67 U.S. registered investment portfolios in the Pioneer Funds.
(3) Mr. Friedman became a Trustee on September 22, 2008.
* Aggregate compensation from Pioneer Diversified High Income Trust.
** Aggregate compensation from Pioneer Municipal High Income Trust.
The following table sets forth certain information with respect to the
compensation of each Trustee of Pioneer Floating Rate Trust for the fiscal
year ended November 30, 2008. The amounts paid to the Trustees differ due to
(i) membership on or chairing certain committees of the boards of Trustees
and (ii) attendance at meetings. The fund does not pay any salary or other
compensation to its officers.
Pioneer Floating Rate Trust:
------------------------------------------------------------------------------------
Pension or
Retirement
Benefits Accrued
Aggregate as Total Compensation
Compensation Part of Fund from the Fund and
Name of Trustee from Fund Expenses Other Pioneer Funds(2)
------------------------------------------------------------------------------------
Interested Trustees:
------------------------------------------------------------------------------------
John F. Cogan, Jr.(1) $500.00 $0.00 $31,100.00
------------------------------------------------------------------------------------
Daniel K. Kingsbury(1) $0.00 0.00 $0.00
------------------------------------------------------------------------------------
Independent Trustees:
------------------------------------------------------------------------------------
David R. Bock $2,236.64 0.00 $165,067.92
------------------------------------------------------------------------------------
Mary K. Bush $2,639.41 0.00 $196,300.00
------------------------------------------------------------------------------------
Benjamin M. Friedman(3) $1,129.29 0.00 $84,000.00
------------------------------------------------------------------------------------
Margaret B.W. Graham $2,747.25 0.00 $204,300.00
------------------------------------------------------------------------------------
Thomas J. Perna $2,548.34 0.00 $189,816.45
------------------------------------------------------------------------------------
Marguerite A. Piret $3,137.34 0.00 $233,000.00
------------------------------------------------------------------------------------
Stephen K. West $2,209.18 0.00 $75,116.72
------------------------------------------------------------------------------------
(1) Under the management contract, Pioneer reimburses each fund for any
Interested Trustees fees paid by the fund.
(2) There are 67 U.S. registered investment portfolios in the Pioneer Funds.
(3) Mr. Friedman became a Trustee on September 22, 2008.
Investment adviser and administrator
Pioneer, whose executive offices are located at 60 State Street, Boston,
Massachusetts 02109, serves as investment adviser and administrator to each
fund.
Required vote
In accordance with the Agreement and Declaration of Trust for Pioneer
Diversified High Income Trust, the affirmative vote of a plurality of the
Common Shares of the fund present in person or by proxy at the meeting at
which a quorum exists is required to elect each nominee for Trustee. Ms.
Bush, Mr. Perna and Ms. Piret are the current nominees for election to the
fund's Board of Trustees. This means that the three nominees receiving the
greatest number of votes will be elected as Class II Trustees to the Board of
Pioneer Diversified High Income Trust.
In accordance with the Agreement and Declaration of Trust for each of Pioneer
Floating Rate Trust, Pioneer High Income Trust, Pioneer Municipal High Income
Trust and Pioneer Municipal High Income Advantage Trust, the holders of
Common Shares and Preferred Shares of each fund will vote on the respective
nominees designated to be elected by such class of shares. Ms. Bush, Mr.
Perna and Ms. Piret are the current nominees for election to each fund's
Board of Trustees. Ms. Bush and Mr. Perna are each elected by the holders of
Common and Preferred Shares. Ms. Piret is elected by the holders of Preferred
Shares only. The affirmative vote of a plurality of the Common and Preferred
Shares of the fund present in person or by proxy at the meeting at which a
quorum exists, voting together as a single class, is required to elect each
nominee for Trustee designated to be elected by the Common and Preferred
Shares of the fund. For each fund that has issued Preferred Shares, the
affirmative vote of a plurality of the Preferred Shares of the fund present
at the meeting in person or by proxy is required to elect the nominee for
Trustee designated to be elected by the Preferred Shares of the fund. This
means that the three nominees receiving the greatest number of votes will be
elected as Class III Trustees to the Board of each of Pioneer Floating Rate
Trust, Pioneer Municipal High Income Trust and Pioneer Municipal High Income
Advantage Trust and Class I Trustees to the Board of Pioneer High Income
Trust.
Recommendation
For the reasons set forth above, the Trustees of your fund unanimously
recommend that shareholders vote FOR each of Ms. Bush, Mr. Perna and Ms.
Piret.
PROPOSAL 2
TO APPROVE AN AMENDED AND RESTATED MANAGEMENT AGREEMENT
WITH PIONEER INVESTMENT MANAGEMENT, INC.
Introduction
You are being asked to approve an amended and restated management
agreement ("Amended and Restated Management Agreement") between your fund and
its investment adviser, Pioneer. The 1940 Act requires that each management
agreement for a fund and any material amendments thereto be approved by the
shareholders of the fund in order for it to become effective. At a meeting of
the Board of Trustees held on July 14, 2009, and for the reasons discussed
below (see "Board Evaluation of the Amended and Restated Management
Agreement"), the Trustees, including a majority of the Independent Trustees,
approved the Amended and Restated Management Agreements for your fund and
recommended its approval by the shareholders of the fund. If the shareholders
of a fund do not approve the Amended and Restated Management Agreement,
Pioneer will continue to manage the fund pursuant to the terms of the fund's
existing management agreement ("Current Management Agreement").
The Trustees recommend that the shareholders vote in favor of this
proposal because the Amended and Restated Management Agreement updates the
terms of your fund's Current Management Agreement to reflect current industry
practices. The Amended and Restated Management Agreement will standardize the
terms of the management agreements for all of the funds. Adopting standard
terms for all management agreements is expected to streamline the Trustees'
approval of management agreements in the future and the Trustees' and
management's administration and monitoring of performance of the management
agreements. There will be no decrease in services provided by Pioneer and no
increase in management fees under any fund's Amended and Restated Management
Agreement.
Investment Adviser
Pioneer serves as the investment adviser to each of the funds. Under the
Current Management Agreement with each fund, Pioneer regularly provides the
fund with investment research, advice and supervision, and furnishes
continuously an investment program for the fund. Under the Amended and
Restated Management Agreement, if approved, Pioneer will provide the same
services and a continuous investment program for each fund. Pioneer is a
direct, wholly-owned subsidiary of Pioneer Investment Management USA Inc. and
an indirect, wholly-owned subsidiary of UniCredit S.p.A., one of the largest
banking groups in Italy. Pioneer is part of the global asset management group
providing investment management and financial services to mutual funds and
institutional and other clients. Pioneer is located at 60 State Street,
Boston, Massachusetts 02109.
The name and principal occupation of the directors and principal executive
officer of Pioneer are as set forth below. The principal address of each
individual as it relates to his duties at Pioneer is the same as that of
Pioneer. No Trustee of any fund, except as noted below, is a director,
officer or employee of Pioneer.
---------------------------------------------------
Name and Position Principal Occupation
with Pioneer
---------------------------------------------------
Daniel K. Kingsbury Director, CEO and
President, Chief President of Pioneer
Executive Officer and Investment Management USA
Director Inc. (since February
2007); Director, CEO and
President of Pioneer
Investment Management,
Inc. and Pioneer
Institutional Asset
Management, Inc. (since
February 2007); Executive
Vice President of all of
the Pioneer Funds (since
March 2007); Director of
Pioneer Global Asset
Management S.p.A. (since
April 2007); Head of New
Markets Division, Pioneer
Global Asset Management
S.p.A. (2000-2007)
---------------------------------------------------
---------------------------------------------------
John F. Cogan, Jr. Deputy Chairman and a
Director Director of Pioneer Global
Asset Management S.p.A.
("PGAM"); Non-Executive
Chairman and a Director of
Pioneer Investment
Management USA Inc.
("PIM-USA"); Chairman and
a Director of Pioneer;
Chairman and Director of
Pioneer Institutional
Asset Management, Inc.
(since 2006); Director of
Pioneer Alternative
Investment Management
Limited (Dublin);
President and a Director
of Pioneer Alternative
Investment Management
(Bermuda) Limited and
affiliated funds; Director
of PIOGLOBAL Real Estate
Investment Fund (Russia)
(until June 2006);
Director of Nano-C, Inc.
(since 2003); Director of
Cole Management Inc.
(since 2004); Director of
Fiduciary Counseling,
Inc.; President and
Director of Pioneer Funds
Distributor, Inc. ("PFD")
(until May 2006);
President of all of the
Pioneer Funds; and Of
Counsel, Wilmer Cutler
Pickering Hale and Dorr
LLP
---------------------------------------------------
Certain Trustees or officers of the funds also are directors and/or
officers of certain of UniCredit S.p.A.'s subsidiaries.
Set forth below are the date of each Current Management Agreement, the
date on which the agreement was last approved by the Trustees of the
applicable fund, the contractual investment advisory fees payable to
Pioneer as investment adviser to the fund and aggregate advisory fees
paid to Pioneer during the last fiscal year. The Current Management
Agreement for each fund was approved by the sole initial shareholder
of the fund prior to public offering of the fund.
-----------------------------------------------------------------
Fund Date of Date Last Fees Aggregate
Current Approved (calculated advisory
Management by Trustees as a fees paid
Agreement percent per during the
annum of last
the fund's fiscal year
average
daily
managed
assets)
-----------------------------------------------------------------
Pioneer 7/20/2007 11/10/2008 0.85% $1,645,472
Diversified
High Income
Trust
-----------------------------------------------------------------
Pioneer 12/22/2004 11/10/2008 0.70% $4,186,099
Floating Rate
Trust
-----------------------------------------------------------------
Pioneer High 4/1/2002 11/10/2008 0.60% $2,661,283
Income Trust
-----------------------------------------------------------------
Pioneer 7/17/2003 11/10/2008 0.60% $2,196,502
Municipal
High Income
Trust
-----------------------------------------------------------------
Pioneer 10/15/2003 11/10/2008 0.60% $2,456,581
Municipal
High Income
Advantage
Trust
-----------------------------------------------------------------
Comparison of Amended and Restated Management Agreement with Current
Management Agreements
Set forth below is a general description of the terms of the Amended and
Restated Management Agreement and a general comparison with the terms of the
Current Management Agreements. A detailed comparison of the terms of the
Amended and Restated Management Agreement and the Current Management
Agreements is set forth in Exhibit A. You should refer to the copy of the
form of Amended and Restated Management Agreement in Exhibit B for the
complete terms of the Amended and Restated Management Agreement.
Investment Management Services. The Amended and Restated Management
Agreement of each fund provides that, subject to the supervision of the
fund's Trustees, Pioneer regularly provides the fund with investment
research, advice, management and supervision, and furnishes a continuous
investment program for the fund's portfolio of securities and other
investments consistent with the fund's investment objectives, policies and
restrictions. Pioneer determines from time to time what securities and other
investments will be purchased, retained or sold by the fund and implements
those decisions, all subject to the provisions of each fund's governing
documents, the 1940 Act and any specific policies adopted by the fund's
Trustees. The Current Management Agreement for each fund requires that
Pioneer provide management services of the same nature and scope as the
services to be provided to the fund under the Amended and Restated Management
Agreement.
Under the Amended and Restated Management Agreement, Pioneer is authorized
to place orders pursuant to its investment determinations for the fund either
directly with the issuer or with any broker or dealer, foreign currency
dealer, futures commission merchant or others selected by it. Except as
described in the Amended and Restated Management Agreement, Pioneer will seek
the best execution available in the selection of brokers and dealers and the
placing of orders for the fund. In assessing the best execution available for
any transaction, Pioneer may consider factors it deems relevant, including
the size and type of transaction, the nature and character of the markets for
the security to be purchased or sold, the execution capabilities and
financial condition of the broker or dealer, and the reasonableness of the
commission or dealer spread, if any (whether for a specific transaction or on
a continuing basis). Subject to applicable law, Pioneer may select brokers or
dealers who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) to the fund and/or the other accounts over which
Pioneer or its affiliates exercise investment discretion. Pioneer is
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the fund
which is in excess of the amount of commission or spread another broker or
dealer would have charged for effecting that transaction if Pioneer
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by that
broker or dealer. This determination may be viewed either in terms of that
particular transaction or the overall responsibilities that Pioneer and its
affiliates have with respect to accounts over which they exercise investment
discretion. The Current Management Agreements contain similar provisions.
The Amended and Restated Management Agreement provides that Pioneer will
provide advice and recommendations with respect to other aspects of the
business and affairs of the fund, and exercise voting rights, rights to
consent to corporate action and any other rights pertaining to the fund's
portfolio securities, subject to such direction as the Trustees may provide,
and will perform such other functions of investment management and
supervision as may be directed by the Trustees. The Current Management
Agreements do not contain similar provisions, but Pioneer currently provides
to the funds services of the types described in the preceding sentence.
The Amended and Restated Management Agreement contains a clarification, not
included in the Current Management Agreements, that Pioneer shall not be
deemed to have assumed or have responsibility for any functions specifically
assumed by any administrator, transfer agent, fund accounting agent,
custodian, shareholder servicing agent or other agent employed by the fund to
perform such functions.
Fees. Under the Current Management Agreement for each fund, the fund pays
Pioneer, as compensation for its services, a fee computed at an annual rate
as shown above. The fee payable by each fund under the Amended and Restated
Management Agreement will be computed at the same annual rate. There is no
change in the fee payable by any fund under the Amended and Restated
Management Agreement. However, as discussed below, certain changes that
would standardize the terminology of the management fee provision are
proposed.
Under each Current Management Agreement, the fund pays Pioneer a fee based on
the fund's "managed assets." The definition of "managed assets" in each
Current Management Agreement is slightly different. The Amended and
Restated Management Agreement provides a uniform definition of "managed assets"
most similar to the definition used in the Current Management Agreement for
Pioneer Diversified High Income Trust.
In addition, each Current Management Agreement, other than the Current
Management Agreement for Pioneer High Income Trust, provides that the fee is
to be based on the fund's average daily "managed assets." The Current
Management Agreement for Pioneer High Income Trust provides for the fee to be
based on the average weekly "managed assets." The Amended and Restated
Management Agreement provides for each fund's management fee to be based on
the fund's average daily "managed assets."
A comparison of the current and proposed definitions of "managed assets" is
set forth in Exhibit A. The proposed changes to the definition of "managed
assets" would not increase the management fee paid by any fund.
Payment of Expenses. Each Current Management Agreement provides that
Pioneer will pay or reimburse the applicable fund for all expenses not
specifically assumed by the fund in the Current Management Agreements where
such expenses are incurred by Pioneer or the fund in connection with the
management of the affairs of, and the investment and reinvestment of the
assets of, the fund, and that the fund will assume and pay for certain
charges and expenses of the fund, including without limitation accounting,
pricing and appraisal services, charges and expenses of auditors, the
custodian, transfer agent, plan agent, dividend disbursing agent or
registrar, taxes, insurance premiums, registration fees, expenses of
shareholders' and Trustees' meetings, costs of printing and distributing
prospectuses, notices, proxies and reports, listing fees and brokers' and
underwriting commissions.
The Amended and Restated Management Agreement requires Pioneer to furnish
all necessary services, facilities and personnel in connection with the
performance of its services under the Amended and Restated Management
Agreement, and states that, except as specifically indicated therein, Pioneer
is not responsible for any of the fund's ordinary or extraordinary expenses.
Pioneer also serves as each fund's administrator pursuant to a separate
agreement, and concurrently with execution of the Amended and Restated
Management Agreement, Pioneer will enter into an amended and restated
administration agreement with the fund. The amended and restated
administration agreement will provide that Pioneer will pay or reimburse
each fund for all expenses not specifically assumed by the fund under that
agreement, and that the fund will assume and pay for charges and expenses of
the fund to the same extent the fund pays charges and expenses under the
applicable Current Management Agreement. If the Amended and Restated
Management Agreement had been in effect for any fund for the last two years
in lieu of the Current Management Agreement, expenses paid by the fund would
have been the same as the actual expenses paid by the fund under its Current
Management Agreement. Pioneer will continue to be obligated to pay or
reimburse fund expenses not specifically assumed by the fund, but pursuant
to the amended and restated administration agreement rather than pursuant to
the Amended and Restated Management Agreement. Unlike the Amended and
Restated Management Agreement, the administration agreement may be entered
into, and subsequently amended, by agreement of the administrator and the
Trustees, without shareholder approval. Consequently, one effect of moving
the expense reimbursement/payment obligations from the management agreement
to the amended and restated administration agreement will be to authorize
the Trustees to reallocate expense payment obligations to the funds without
shareholder approval.
The Current Management Agreement for each fund requires Pioneer to pay or
reimburse the fund for any compensation paid by the fund to Trustees or
officers who are affiliated with or "interested persons" (as defined in the
1940 Act) of Pioneer. The Amended and Restated Management Agreement states
that Pioneer will pay or reimburse the fund for compensation paid to the
Trustees who are affiliated persons of Pioneer and officers of the fund as
such, except as the Trustees may decide. The funds will continue to be
responsible for the payment of compensation to the Independent Trustees.
The Amended and Restated Management Agreement acknowledges that Pioneer
may provide other services, such as administrative services, to a fund
pursuant to separate contracts approved by the Trustees and receive
compensation for such services as specified in the contracts. The Current
Management Agreements do not explicitly address the provision of additional
services.
Investment Subadvisers. The Amended and Restated Management Agreement
authorizes Pioneer or a fund to enter into contracts with investment
subadvisers (including affiliates of Pioneer). Pioneer is not accountable to
the fund or shareholders for any loss or liability relating to specific
investments selected by the subadviser. The Current
Management Agreements contain similar provisions. If Pioneer contracts with a
subadviser, as permitted under the Amended and Restated Management Agreement,
Pioneer would pay the subadvisory fees, unless the Trustees agree otherwise.
Potential Conflicts of Interest. The Amended and Restated Management
Agreement specifically provides that personnel of Pioneer, even if serving
the fund as a Trustee, officer or employee, may engage in any other business
or devote his or her time and attention in part to the management or other
aspects of any other business, whether of a similar nature or a dissimilar
nature. Pioneer may engage in any other business or render services of any
kind, including investment advisory and management services, to any other
fund, firm, individual or association. The Current Management Agreements
contain similar provisions but do not specifically address the ability of any
Pioneer director, officer or employee to engage in any other business or
render services of any kind. Pioneer's Code of Ethics, which remains in
effect, states Pioneer's policy that advisory persons and others subject to
the Code of Ethics must conduct themselves in such a manner as to avoid any
actual or potential conflict of interest with any client of Pioneer.
The Amended and Restated Management Agreement also provides that if the
purchase or sale of securities consistent with the investment policies of the
fund and one or more other accounts of Pioneer are considered at or about the
same time, transactions in such securities must be allocated among the
accounts in a manner deemed equitable by Pioneer. Such transactions may be
combined, in accordance with applicable laws and regulations, consistent with
Pioneer's policies and procedures as presented to each fund's Trustees from
time to time. The Current Management Agreement for each fund also authorizes
Pioneer to aggregate securities sold or purchased for the fund and other
clients of Pioneer, to the extent permitted by law, to obtain the best
execution. In such cases, Pioneer allocates the securities, as well as
related expenses, in a manner it considers the most equitable and consistent
with its fiduciary obligations.
Limitation on Liability. The Amended and Restated Management Agreement
states that Pioneer assumes no responsibility other than to render the
services called for by the agreement, in good faith, and that Pioneer will
not be liable for any loss or other liability arising out of any investment
or for any act or omission in the execution of securities or other
transactions for the fund. This limitation of liability applies to
affiliates, partners, shareholders, directors, officers and employees of
Pioneer and its affiliates who may perform services for the fund contemplated
by the Amended and Restated Management Agreement. None of Pioneer nor any
other such person is protected, however, from liability by reason of its
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
under the Amended and Restated Management Agreement. The Current Management
Agreements state that Pioneer will not be liable for any error of judgment or
mistake of law or any loss incurred by reason of the adoption of any
investment policy or the purchase, sale or retention of any security or any
recommendation of Pioneer, except that Pioneer is not protected against
liability to the fund or its shareholders by reason of its willful
misfeasance, bad faith or gross negligence or reckless disregard of its
obligations and duties under the agreement. The Current Management Agreements
do not explicitly limit the liability of affiliates, partners, shareholders,
directors, officers and employees of Pioneer.
Term and Continuance. Each Current Management Agreement has been in effect
for an initial term and for successive one-year periods subject to such
continuance being approved annually in the manner required by the 1940 Act.
Accordingly, each Current Management Agreement will terminate on December 31,
2009 unless its continuance for another year is approved in accordance with
the 1940 Act prior to December 31, 2009. If approved by a fund's
shareholders, the fund's Amended and Restated Management Agreement also will
terminate on December 31, 2009, unless its continuance for another year is
approved in accordance with the 1940 Act prior to December 31, 2009.
Thereafter, if not terminated, the Amended and Restated Management Agreement
will continue in effect from year to year if such continuance is specifically
approved at least annually (a) by the Board, or (b) by a vote of a majority
of the outstanding voting securities of the fund, provided that in either
event the continuance also is approved by a majority of the Trustees who are
not interested persons of a party to the Amended and Restated Management
Agreement.
Termination. The Amended and Restated Management Agreement may be
terminated with respect to a fund at any time, without the payment of any
penalty, by the Board or by vote of a majority of the outstanding voting
securities of the fund, upon not more than sixty (60) days' and not less than
thirty (30) days' written notice to Pioneer, or by Pioneer upon not less than
sixty (60) days' written notice to the fund. The Amended and Restated
Management Agreement will terminate automatically in the event of its
"assignment" (as defined in the 1940 Act).
The Current Management Agreements may be terminated by the Board or Pioneer on
sixty (60) days' notice, and terminate automatically upon assignment.
Board Evaluation of the Amended and Restated Management Agreement
At meetings held on May 16, 2009 and July 14, 2009, the Trustees
considered whether to approve an Amended and Restated Management Agreement
between Pioneer and each fund. Based on their evaluation of the information
provided by Pioneer, including the information provided by Pioneer in
connection with the Trustees' most recent approval of the continuation of the
Current Management Agreement for each fund, the Trustees, including the
Independent Trustees voting separately, unanimously approved the Amended and
Restated Management Agreement for each fund.
In March 2008, the Trustees agreed on, among other things, an overall
approach and timeline for the process by which they would evaluate the
continuation of the Current Management Agreements. In July 2008, the
Trustees approved the format of the contract renewal materials and submitted
their formal request to Pioneer to furnish information necessary to evaluate
the terms of the Current Management Agreements. The contract renewal
materials were provided to the Trustees in August 2008. After reviewing and
discussing the materials, the Trustees submitted a request for additional
information to Pioneer in September, and materials were provided in response
to this request later that month. Meetings of the Independent Trustees were
held in September and October 2008 to review and discuss the contract renewal
materials. At a meeting held on November 11, 2008, based on their evaluation
of the information provided by Pioneer, the Trustees of each fund, including
the Independent Trustees voting separately, unanimously approved the
continuation of the Current Management Agreement for the fund. At meetings
held on May 16, 2009 and July 14, 2009, the Trustees considered the terms of
the Amended and Restated Management Agreement and considered, for each fund,
the differences between the Amended and Restated Management Agreement and the
Current Management Agreement in effect for the fund.
In considering the continuation of the Current Management Agreements and
the approval of the Amended and Restated Management Agreement, the Trustees
considered various factors that they determined were relevant, including the
factors described below. The Trustees did not identify any single factor as
the controlling factor in determining to continue the Current Management
Agreements or approve the Amended and Restated Management Agreement.
Nature, Extent and Quality of Services. The Trustees considered the
nature, extent and quality of the services provided by Pioneer to each fund
under the Current Management Agreement for the fund and that would continue
to be provided by Pioneer to the fund under the Amended and Restated
Management Agreement, taking into account the investment objective and
strategy of the fund and the information related to the fund provided to the
Trustees at each regularly scheduled meeting. The Trustees reviewed the
terms of the Current Management Agreement and the Amended and Restated
Management Agreement. The Trustees also reviewed Pioneer's investment
approach for each fund and its research process. They noted that, like the
Current Management Agreement, the Amended and Restated Management Agreement
would terminate on December 31, 2009 unless it was continued in accordance
with the 1940 Act. The Trustees also considered the resources of Pioneer and
the personnel of Pioneer who provide and would continue to provide investment
management services to each fund, as well as Pioneer's compliance and legal
resources and personnel.
In addition, the Trustees considered the other services that Pioneer
provided to each fund under the Current Management Agreement for the fund and
that Pioneer would continue to provide to the fund under the Amended and
Restated Management Agreement and that, as administrator, Pioneer would
continue to be responsible for the administration of the fund's business and
other affairs. It was noted that Pioneer supervises and monitors the
performance of each fund's service providers and provides each fund with
personnel (including officers) as are necessary for the fund's operations.
The Trustees considered the fees paid to Pioneer for the provision of such
services.
Based on these considerations, with respect to each fund, the Trustees
concluded that the nature, extent and quality of services that Pioneer would
continue to provide to the fund under the Amended and Restated Management
Agreement were satisfactory and consistent with the terms of the Amended and
Restated Management Agreement.
Performance of the Fund. The Trustees considered the performance results
of each fund over various time periods. They reviewed information comparing
each fund's performance with the average performance of its peer
group of funds as classified by Morningstar, Inc. ("Morningstar"), an
independent provider of investment company data, and with the performance of the
fund's benchmark index. The Trustees considered each fund's annualized total
return relative to the total returns of its peer group.
The Trustees concluded that the investment performance of each of Pioneer
Diversified High Income Trust and Pioneer High Income Trust was
satisfactory.
The Trustees noted that Pioneer Municipal High Income Trust and Pioneer
Municipal High Income Advantage Trust each underperformed relative to its
respective peer group and benchmark index. The Trustees discussed the
reasons for each fund's underperformance with Pioneer, and believed each
fund's performance was materially affected by the unfavorable market
conditions. The Trustees agreed that they would continue to monitor
closely the performance of Pioneer Municipal High Income Trust and Pioneer
Municipal High Income Advantage Trust.
The Trustees noted that Pioneer Floating Rate Trust underperformed
relative to its peer group and benchmark index. Because the Trustees
determined not to renew the sub-advisory agreement that had been in effect
for the fund, they also considered the performance of another fund managed by
Pioneer with similar investment objectives and strategies as the fund. The
Trustees noted that the other fund managed by Pioneer with similar investment
objectives and strategies as the fund did not employ leverage and the impact
that the fund's leverage had on the fund's performance results. The Trustees
concluded that the investment performance of the other fund managed by
Pioneer with similar investment objectives and strategies as the fund was
satisfactory.
Management Fee and Expenses. The Trustees considered information on the
fees and expenses of each fund in comparison to the management fees of its
peer group of funds as classified by Morningstar and the expense ratios of a
peer group of funds selected on the basis of criteria determined by the
Independent Trustees for this purposes using data provided by Strategic
Insight Mutual Portfolio Research and Consulting, LLC ("Strategic Insight"),
an independent third party.
In considering the continuation of the Current Management Agreements, the
Trustees considered each fund's management fee for the twelve months
ended June 30, 2008 relative to the management fees paid by other funds in
its peer group Morningstar category for the comparable period. The Trustees
also considered each fund's expense ratio for the twelve months ended June
30, 2008 relative to those of its Strategic Insight peer group.
With respect to each fund, the Trustees concluded that the management fee
payable by the fund to Pioneer was reasonable in relation to the nature and
quality of services provided, taking into account the fees charged by other
advisers for managing comparable funds with similar strategies. The Trustees
also concluded that each fund's expense ratio was reasonable, taking into
account the size of the fund, the quality of services provided and to be
provided by Pioneer and the investment performance of the fund.
Profitability. In considering the continuation of the Current Management
Agreements, the Trustees reviewed information provided by Pioneer
regarding the profitability of Pioneer with respect to the advisory services
provided by Pioneer to each fund, including the methodology used by Pioneer
in allocating certain of its costs to the management of each fund. The
Trustees also considered Pioneer's profit margin in connection with the
overall operation of each fund. They further reviewed the financial results
realized by Pioneer and its affiliates from non-fund businesses. The Trustees
considered Pioneer's profit margins with respect to each fund in comparison to
the limited industry data available and noted that the profitability of any
adviser was affected by numerous factors, including its organizational
structure and method for allocating expenses. The Trustees recognized that,
with respect to each fund, Pioneer should be entitled to earn a reasonable
level of profit for the services provided to the fund. The Trustees concluded
that Pioneer's profitability with respect to the management of each fund was
not unreasonable.
Economies of Scale. In considering the continuation of the Current Management
Agreements, the Trustees considered the extent to which Pioneer
may realize economies of scale or other efficiencies in managing and
supporting each fund. Since each fund is a closed-end fund and its size is
relatively stable at the level of assets that were anticipated when the
management fee was initially set, the Trustees concluded that economies of
scale were not a relevant consideration.
Other Benefits. The Trustees also considered the character and amount of
fees paid or to be paid by each fund for services provided by Pioneer and
its affiliates. In considering the continuation of the Current Management
Agreements, the Trustees further considered the revenues and profitability of
Pioneer's businesses other than the fund business. The Trustees concluded that
the receipt of these benefits was reasonable in the context of the overall
relationship between Pioneer and the fund.
The Trustees evaluated all information available to them on a fund-by-fund
basis, and their determinations were made separately in respect of each fund.
The Trustees also based their decisions on the foregoing considerations,
among others, although they did not identify any that was all-important or
controlling of their discussions, and each Trustee attributed different
weights to the various factors.
Other Service Providers
Pioneer Investment Management Shareholder Services, Inc., (PIMSS) 60 State
Street, Boston, Massachusetts 02109, acts as shareholder servicing and
transfer agent for the funds. PIMSS has retained American Stock Transfer &
Trust Company to provide sub-transfer agent and sub-dividend dispersing
agent services for the funds.
Pioneer also has entered into an administration agreement with each fund,
pursuant to which certain accounting, administration and legal services are
performed by Pioneer.
Princeton Administrators, LLC (Princeton) provides certain administrative
and accounting services to each fund. Princeton receives a monthly fee at an
annual rate of 0.07% of the average daily value of each fund's managed assets
up to $500 million and 0.03% of average daily managed assets in excess of
$500 million, subject to a minimum monthly fee of $10,000.
Additional Information
The table set forth below shows amounts, other than management fees, paid
to Pioneer and to affiliates of Pioneer during the most recent fiscal year by
each fund for the services noted therein. There were no other material
payments by any fund to Pioneer or any of its affiliates during that period.
No other person served as manager to any fund during that period.
-----------------------------------------------------------------
Fund Administration Transfer Fiscal Year End
Fees Agency and
Shareholder
Service Fees
-----------------------------------------------------------------
Pioneer $188,855 $61,243 4/30/09
Diversified
High Income
Trust
-----------------------------------------------------------------
Pioneer $482,974 $60,390 11/30/08
Floating Rate
Trust
-----------------------------------------------------------------
Pioneer High $115,790 $68,304 3/31/09
Income Trust
-----------------------------------------------------------------
Pioneer $359,742 $38,031 4/30/09
Municipal High
Income Trust
-----------------------------------------------------------------
Pioneer $394,437 $40,311 3/31/09
Municipal High
Income
Advantage Trust
-----------------------------------------------------------------
Pioneer provides investment management services to other funds that may
have investment objectives and policies similar to those of certain of the
funds. The table set forth as Exhibit C lists such other funds advised by
Pioneer, the net assets of those funds and the management fees payable by
each fund to Pioneer as a percentage of its average daily net assets.
Required Vote
To become effective with respect to a particular fund, the Amended and
Restated Management Agreement must be approved by a "1940 Act Majority Vote"
of the outstanding voting securities of Common and Preferred Shares of the
fund present in person or by proxy at the meeting at which a quorum exists,
voting together or as a single class. A "1940 Act Majority Vote" of the
outstanding voting securities of a fund means the affirmative vote of the
lesser of (a) 67% or more of the voting power of the voting securities of the
fund that are present at the meeting or represented by proxy if holders of
shares representing more than 50% of the voting power of the outstanding
voting
securities of the fund are present or represented by proxy or (b) more than 50%
of the voting power of the outstanding voting securities of the fund.
If the required approval for Proposal 2 is not obtained with respect to a
fund, the Current Management Agreement for that fund will continue in
effect. If Proposal 2 is approved with respect to a fund, the Amended and
Restated Management Agreement will go into effect on October 1, 2009.
Recommendation
For the reasons set forth above, the Trustees of your fund unanimously
recommend that shareholders vote FOR the proposal to approve the Amended and
Restated Management Agreement.
AUDITOR INFORMATION
Each fund's Board of Trustees has selected Ernst & Young LLP as the
independent registered public accounting firm for the fund.
Audit fees
The following are aggregate fees billed for professional services rendered
by Ernst & Young LLP for its audit of each fund's annual financial statements
and fees related to services that are normally provided by Ernst & Young LLP
in connection with statutory and regulatory filings for the two most recent
fiscal years. All of these services were pre-approved by the audit Committee
of each fund pursuant to Regulation S-X.
------------------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 3/31/2009 ended 3/31/2008
------------------------------------------------------------------------------------------
Pioneer High Income Trust $59,242.00 $55,650.00
------------------------------------------------------------------------------------------
Pioneer Municipal High Income Advantage Trust $59,242.00 $55,650.00
------------------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 4/30/2009 ended 4/30/2008
------------------------------------------------------------------------------------------
Pioneer Diversified High Income Trust $49,590.00 $49,590.00
------------------------------------------------------------------------------------------
Pioneer Municipal High Income Trust $59,242.00 $55,650.00
------------------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 11/30/2008 ended 11/30/2007
------------------------------------------------------------------------------------------
Pioneer Floating Rate Trust $101,642.00 $62,840.00
------------------------------------------------------------------------------------------
Audit-related fees
The following are aggregate fees billed for assurance and related
services by Ernst & Young LLP to each fund that are related to the review of
each fund's semi-annual financial statements and agreed upon procedures
related to the ratings of each fund's Preferred Shares (if any) for the two
most recent fiscal years. All of these services were approved by the Audit
Committee of each fund pursuant to Regulation S-X.
------------------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 3/31/2009 ended 3/31/2008
------------------------------------------------------------------------------------------
Pioneer High Income Trust $9,652.00 $9,285.00
Pioneer Municipal High Income Advantage Trust $9,652.00 $9,652.00
For the fiscal year For the fiscal year
ended 4/30/2009 ended 4/30/2008
Pioneer Diversified High Income Trust $0.00 $0.00
Pioneer Municipal High Income Trust $9,652.00 $9,285.00
For the fiscal year For the fiscal year
ended 11/30/2008 ended 11/30/2007
Pioneer Floating Rate Trust $9,652.00 $9,285.00
Tax fees
The following are aggregate fees billed for professional services,
primarily for tax returns, rendered by Ernst & Young LLP for tax compliance,
tax advice and tax planning to each fund for the two most recent fiscal
years. All of these services were pre-approved by the Audit Committee of each
fund pursuant to Regulation S-X.
------------------------------------------------------------------------------------------
For the fiscal year For the fiscal year
ended 3/31/2009 ended 3/31/2008
------------------------------------------------------------------------------------------
Pioneer High Income Trust $8,290.00 $7,820.00
Pioneer Municipal High Income Advantage Trust $8,290.00 $7,820.00
For the fiscal year For the fiscal year
ended 4/30/2009 ended 4/30/2008
Pioneer Diversified High Income Trust $8,290.00 $7,820.00
Pioneer Municipal High Income Trust $8,290.00 $7,820.00
For the fiscal year For the fiscal year
ended 11/30/2008 ended 11/30/2007
Pioneer Floating Rate Trust $8,290.00 $7,820.00
All other fees
There were no fees billed for other services rendered by Ernst & Young
LLP to the funds.
Affiliates' Fees for Non-Audit Services Required to be Pre-Approved
Each fund's Audit Committee is required to pre-approve services to
affiliates as defined by SEC rules to the extent that the services relate
directly to the operations or financial reporting of the fund. Affiliates
include the fund's investment adviser and any entity controlling, controlled
by, or under common control with the adviser that provides ongoing services
to the fund (hereinafter referred to as "affiliates" of the fund). For the
fiscal years ended March 31, 2009 and 2008, for Pioneer High Income Trust and
Pioneer Municipal High Income Advantage Trust, there were no services
provided to an affiliate that required the fund's audit committee
pre-approval. For the fiscal years ended April 30, 2009 and 2008, for Pioneer
Municipal High Income Trust, there were no services provided to an affiliate
that required the fund's Audit Committee pre-approval. For the fiscal year
ended April 30, 2009, for Pioneer Diversified High Income Trust, there were
no services provided to an affiliate that required the fund's audit committee
pre-approval. For the fiscal years ended November 30, 2008 and 2007, for
Pioneer Floating Rate Trust, there were no services provided to an affiliate
that required the fund's audit committee pre-approval.
General Audit Committee Approval Policy
o For all projects, each of the officers of the funds and the funds'
independent registered public accounting firm will make an assessment to
determine that any proposed projects will not impair independence.
o Potential services will be classified into the four non-restricted
service categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy will be applied. Any services outside the specific
pre-approval service subcategories set forth above must specifically be
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report
summarizing the services by service category, including fees, provided by the
independent registered public accounting firm as set forth in the above
policy.
The charter of each Audit Committee requires that the Audit Committee shall
approve (a) all audit and non-audit services to be provided to each fund and
(b) all non-audit services to be provided by the fund's independent public
accounting firm to Pioneer and any entity controlling, controlled by or under
common control with the investment adviser that provides ongoing services to
the fund ("Covered Service Providers") if the engagement relates directly to
the operations and financial reporting of the fund. The Audit Committee may
delegate, to the extent permitted by law, pre-approved responsibilities to
one or more members of the Audit Committee who shall report to the full Audit
Committee.
No Audit Committee may approve non-audit services that the Audit Committee
believes may impair the independence of the independent registered public
accounting firm. Permissible non-audit services include any professional
services (including tax services) that are not prohibited services as
described below provided to the fund by the independent registered public
accounting firm, other than those provided to a fund in connection with an
audit or a review of the financial statements of the fund. Permissible
non-audit services may not include (a) bookkeeping or other services related
to the accounting records or financial statements of the fund; (b) financial
information systems design and implementation; (c) appraisal or valuation
services, fairness opinions or contribution-in-kind reports; (d) actuarial
services; (e) internal audit outsourcing services; (f) management functions
or human resources; (g) broker or dealer, investment adviser or investment
banking services; (h) legal services and expert services unrelated to the
audit; and (i) any other service the Public Company Accounting Oversight
Board determines, by regulation, is impermissible.
Pre-approval by the Audit Committee of any permissible non-audit services is
not required so long as: (a) the aggregate amount of all such permissible
non-audit services provided to a fund, Pioneer and any Covered Service
Provider constitutes not more than 5% of the total amount of revenues paid to
the independent registered public accounting firm during the fiscal year in
which the permissible non-audit services are provided to (i) the fund, (ii)
Pioneer and (iii) any Covered Service Provider during the fiscal year in
which services are provided that would not
have to be approved by the Audit Committee; (b) the permissible non-audit
services were not recognized by the fund at the time of the engagement to be
non-audit services; and (c) such services are promptly brought to the attention
of the Audit Committee and approved by the Audit Committee (or its delegate(s))
prior to completion of the audit.
Aggregate Non-Audit Fees
The aggregate non-audit fees billed by Ernst & Young LLP for services
rendered to each fund and its affiliates, as previously defined, were as
follows.
For the fiscal year For the fiscal year
ended 3/31/2009 ended 3/31/2008
------------------------------------------------------------------------------------------
Pioneer High Income Trust $17,942.00 $17,942.00
Pioneer Municipal High Income Advantage Trust $17,942.00 $17,942.00
For the fiscal year For the fiscal year
ended 4/30/2009 ended 4/30/2008
Pioneer Diversified High Income Trust $17,942.00 $8,290.00
Pioneer Municipal High Income Trust $17,942.00 $17,942.00
For the fiscal year For the fiscal year
ended 11/30/2008 ended 11/30/2007
Pioneer Floating Rate Trust $17,942.00 $17,942.00
The Audit Committee of the Board of each fund has considered whether the
provision of services, other than audit services, by Ernst & Young LLP to
each fund and its affiliates is compatible with maintaining Ernst & Young
LLP's independence in performing audit services.
Representatives of Ernst & Young LLP will be available at the shareholder
meeting (either in person or via telephone), will have the opportunity to
make a statement should they desire to do so, and will be available to answer
questions.
INFORMATION CONCERNING THE MEETINGS
Outstanding shares and quorum
As of the record date, July 9, 2009, the following Common and Preferred
Shares of beneficial interest were outstanding for each fund:
Common Shares Preferred Shares
------------------------------------------------------------------------------
Pioneer Diversified High Income Trust 8,173,731 None
Pioneer Floating Rate Trust 24,428,148 Series M7 2,434
Series W7 2,432
Series TH7 2,432
Pioneer High Income Trust 27,536,488 Series M 2,020
Series W 2,020
Series TH 2,000
Pioneer Municipal High Income 22,820,558 Series A 3,000
Advantage Trust Series B 3,000
Pioneer Municipal High Income Trust 22,140,525 Series A 2,000
Series B 2,040
Only shareholders of record as of the record date are entitled to notice of
and to vote at the meeting. The holders of one-third of the outstanding
shares of each class of each fund, or one-third of the outstanding shares of
each fund, entitled to vote in person or by proxy, counted together, shall
constitute a quorum for the transaction of business with respect to such
class of each fund or such fund, respectively.
Ownership of shares of the funds
To the knowledge of each fund, as of the record date, the following persons
owned of record or beneficially 5% or more of a class of the outstanding
shares of each class of a fund:
Pioneer Diversified High Income Trust
-------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares % of Class
-------------------------------------------------------------------------------------
Cede & Co (Fast Account) Common 8,150,016 99.71%
P.O. Box 20
Bowling Green Station
New York, NY 10004
-------------------------------------------------------------------------------------
Pioneer Floating Rate Trust
-------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares % of Class
-------------------------------------------------------------------------------------
Cede & Co (Fast Account) Common 24,392,815 99.86%
P.O. Box 20
Bowling Green Station
New York, NY 10004
-------------------------------------------------------------------------------------
UBS Financial Services, Inc.
Newport Center 3
499 Washington Blvd., 15th Floor Series M7 464 19.06%
Jersey City, NJ 07310-1995
-------------------------------------------------------------------------------------
Series TH7 394 16.20%
-------------------------------------------------------------------------------------
Series W7 745 30.63%
-------------------------------------------------------------------------------------
Merrill Lynch
4804 Deer Lake Drive East
4th Floor Series M7 1,516 62.28%
Jacksonville, FL 32232-5286
-------------------------------------------------------------------------------------
Series TH7 1,439 59.17%
-------------------------------------------------------------------------------------
Series W7 1,308 53.78%
-------------------------------------------------------------------------------------
Citigroup Global Markets, Inc.
333 West 34th Street 3rd Floor Series TH7 201 8.26%
New York, NY 10001-2402
-------------------------------------------------------------------------------------
Series M7 348 14.30%
-------------------------------------------------------------------------------------
Oppenheimer/Fahnestock
125 Broad Street
16th Floor Series TH7 398 16.37%
New York, NY 10004-2464
-------------------------------------------------------------------------------------
Series W7 282 11.60%
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Pioneer High Income Trust
-------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares % of Class
-------------------------------------------------------------------------------------
Cede & Co (Fast Account) Common 27,430,967 99.62%
P.O. Box 20
Bowling Green Station
New York, NY 10004
-------------------------------------------------------------------------------------
UBS Financial Services, Inc.
Newport Center 3
499 Washington Blvd., 15th Floor Series M 267 13.22%
Jersey City, NJ 07310-1995
-------------------------------------------------------------------------------------
Series W 390 19.31%
-------------------------------------------------------------------------------------
Credit Suisse First Boston
11 Madison Avenue
New York, NY Series M 789 39.06%
10010-3629
-------------------------------------------------------------------------------------
Series W 110 5.45%
-------------------------------------------------------------------------------------
Series TH 704 35.20%
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Merrill Lynch
4804 Deer Lake Drive East
4th Floor Series M 182 9.01%
Jacksonville, FL 32232-5286
-------------------------------------------------------------------------------------
Series W 749 37.08%
-------------------------------------------------------------------------------------
Series W 163 8.07%
-------------------------------------------------------------------------------------
Citigroup Global Markets, Inc.
333 West 34th Street 3rd Floor Series M 232 11.49%
New York, NY 10001-2402
-------------------------------------------------------------------------------------
Series TH 459 22.95%
-------------------------------------------------------------------------------------
Oppenheimer/Fahnestock
125 Broad Street
16th Floor Series W 300 14.85%
New York, NY 10004-2464
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Jeffries & Company Inc.
Harborside Financial Center
Plaza III, Suite 705 Series M 532 26.34%
Jersey City, NJ 07311-0000
-------------------------------------------------------------------------------------
Series TH 652 32.60%
-------------------------------------------------------------------------------------
Morgan Stanley GWM
1585 Broadway Series W 284 14.06%
New York, NY 10036
-------------------------------------------------------------------------------------
Pioneer Municipal High Income Advantage Trust
-------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares % of Class
-------------------------------------------------------------------------------------
Cede & Co (Fast Account) Common 22,817,399 99.67%
P.O. Box 20
Bowling Green Station
New York, NY 10004
-------------------------------------------------------------------------------------
UBS Financial Services, Inc.
Newport Center 3
499 Washington Blvd., 15th Floor Series A 850 28.33%
Jersey City, NJ 07310-1995
-------------------------------------------------------------------------------------
Series B 1,295 43.17%
-------------------------------------------------------------------------------------
Merrill Lynch
4804 Deer Lake Drive East, 4th
Floor Series A 414 13.80%
Jacksonville, FL 32232-5286
-------------------------------------------------------------------------------------
Series B 246 8.20%
-------------------------------------------------------------------------------------
Wells Fargo Advisors, LLC
One North Jefferson Series A 212 7.07%
St. Louis, MO 63103
-------------------------------------------------------------------------------------
Series B 423 14.10%
-------------------------------------------------------------------------------------
Oppenheimer/Fahnestock
125 Broad Street 16th Floor Series A 993 33.10%
New York, NY 10004-2464
-------------------------------------------------------------------------------------
Series B 826 27.53%
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Jeffries & Company Inc.
Harborside Financial Center
Plaza III, Suite 705 Series B 97 3.23%
Jersey City, NJ 07311-0000
-------------------------------------------------------------------------------------
Morgan Stanley GWM
1585 Broadway Series A 302 10.07%
New York, NY 10036
-------------------------------------------------------------------------------------
Series B 113 3.77%
-------------------------------------------------------------------------------------
Pioneer Municipal High Income Trust
-------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares % of Class
-------------------------------------------------------------------------------------
Cede & Co (Fast Account) Common 27,430,967 99.62%
P.O. Box 20
Bowling Green Station
New York, NY 10004
-------------------------------------------------------------------------------------
UBS Financial Services, Inc.
Newport Center 3
499 Washington Blvd., 15th Floor Series A 903 45.15%
Jersey City, NJ 07310-1995
-------------------------------------------------------------------------------------
Series B 559 27.40%
-------------------------------------------------------------------------------------
Oppenheimer/Fahnestock
125 Broad Street, 16th Floor Series A 501 25.05%
New York, NY 10004-2464
-------------------------------------------------------------------------------------
Series B 646 31.67%
-------------------------------------------------------------------------------------
Merrill Lynch
4804 Deer Lake Drive East, 4th
Floor Series A 174 8.70%
Jacksonville, FL 32232-5286
-------------------------------------------------------------------------------------
Series B 155 7.60%
-------------------------------------------------------------------------------------
Morgan Keegan
50 North Front Street Series A 196 9.80%
Memphis, TN 38103-2126
-------------------------------------------------------------------------------------
Series B 227 11.13%
-------------------------------------------------------------------------------------
Wells Fargo Advisors, LLC
One North Jefferson Series A 154 7.70%
St. Louis, MO 63103
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Jeffries & Company Inc.
Harborside Financial Center Series B 207 10.15%
Plaza III, Suite 705
Jersey City, NJ 07311-0000
-------------------------------------------------------------------------------------
Morgan Stanley GWM
1585 Broadway Series B 156 7.65%
New York, NY 10036
-------------------------------------------------------------------------------------
Shareholder proposals
Under Rule 14a-8 of the Exchange Act (relating to shareholder proposals),
any shareholder proposal that may properly be included in your fund's proxy
statement for the 2010 annual meeting, must be received by the Secretary of
the fund at the fund's principal offices at 60 State Street, Boston,
Massachusetts 02109 at least 120 calendar days
prior to the anniversary of the date of mailing of the fund's proxy statement
for the 2009 annual meeting, or on or before April 16, 2010. A proposal that is
not to be included in a fund's proxy statement may be made at the 2010 annual
meeting for such fund only if it is received by the Secretary of the fund at the
fund's principal offices at 60 State Street, Boston, Massachusetts 02109 not
more than 120 days and at least 90 days before the anniversary date of the
mailing of the fund's proxy materials for 2009 annual meeting provided, however,
that in the event that the date of the mailing of the notice for the 2010 annual
meeting for a fund is advanced or delayed by more than thirty (30) days from the
anniversary date of the mailing of the notice for 2009 annual meeting, notice by
a shareholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to the date of mailing of the notice for the
2010 annual meeting and not later than the close of business on the later of the
90th day prior to the date of mailing of the notice for the 2010 annual meeting
or the 10th day following the day on which public announcement of the date of
mailing of the notice for the 2010 meeting is first made by the fund. The fund's
By-laws require that certain information must be provided by the shareholder to
the fund when notice of a nominee for election as a Trustee or proposal is
submitted to the fund.
The submission by a shareholder of a proposal for inclusion in a proxy
statement does not guarantee that it will be included. Each of Pioneer
Diversified High Income Trust, Pioneer Floating Rate Trust, Pioneer High
Income Trust, Pioneer Municipal High Income Trust and Pioneer Municipal High
Income Advantage Trust currently expect to hold the next annual shareholders'
meeting on or about September 22, 2010, which date is subject to change.
Shareholder proposals are subject to certain regulations under the federal
securities laws.
Proxies, quorum and voting at the meeting
Any shareholder who has given his or her proxy to someone generally has
the power to revoke that proxy at any time prior to its exercise by executing
a superseding proxy or by submitting a notice of revocation to the Secretary
of the fund. In addition, although mere attendance at the meeting will not
revoke a proxy, a shareholder present at the meeting may withdraw his or her
proxy and vote in person. All properly executed and unrevoked proxies
received in time for the meeting will be voted in accordance with the
instructions contained in the proxies. If no instruction is given, the
persons named as proxies will vote the shares represented thereby in favor of
Proposal 1 and Proposal 2, as described above, and will use their best
judgment in connection with the transaction of such other business as may
properly come before the meeting or any adjournment or postponement thereof.
For Pioneer Diversified High Income Trust, one-third of the outstanding
shares entitled to vote, present in person or represented by proxy,
constitutes a quorum for the transaction of business at the meeting. For each
of Pioneer Floating Rate Trust, Pioneer High Income Trust, Pioneer Municipal
High Income Trust and Pioneer Municipal High Income Advantage Trust,
one-third of the outstanding shares of the Common and Preferred Shares of the
fund entitled to vote, or one-third of the outstanding shares of the fund
present in person or represented by proxy, constitutes a
quorum for the transaction of business at the meeting with respect to such
class or with respect to the entire fund, respectively. For those Trustees
nominated for election by the holders of the Common and Preferred Shares,
voting together as a single class, and for the proposal to approve an Amended
and Restated Management Agreement, one-third of the outstanding Common and
Preferred Shares, counted together, constitutes a quorum. For the Trustees
to be elected by holders of the Preferred Shares, voting as a separate class,
one-third of the outstanding Preferred Shares constitutes a quorum. In the
event that at the time any session of the meeting is called to order a quorum
is not present in person or by proxy, the persons named as proxies may vote
those proxies that have been received to adjourn the shareholder meeting to a
later date and the meeting may be held as adjourned without further notice.
In the event that a quorum is present but sufficient votes in favor of the
proposal have not been received, the persons named as proxies may propose one
or more adjournments of the shareholder meeting to permit further
solicitation of proxies with respect to such proposal and the meeting may be
held as adjourned without further notice. Any such adjournment
will require the affirmative vote of more than one half of the shares of the
fund present in person or by proxy at the session of the meeting to be
adjourned. The persons named as proxies will vote those proxies which they
are entitled to vote in favor of any such proposal in favor of such an
adjournment and will vote those proxies required to be voted against any such
proposal against any such adjournment. A shareholder vote may be taken on one
or more of the proposals in the proxy statement prior to such adjournment if
sufficient votes for its approval have been received and it is otherwise
appropriate. Such vote will be considered final regardless of whether the
meeting is adjourned to permit additional solicitation with respect to any
other proposal. If the meeting is postponed, the funds will give notice of
the postponed meeting to shareholders.
Shares of the fund represented in person or by proxy, including shares
that abstain or do not vote with respect to a proposal, will be counted for
purposes of determining whether there is a quorum at the meeting. However, an
abstention from voting has the same effect as a vote against a proposal.
Also, if a broker or nominee holding shares
in "street name" indicates on the proxy card that it does not have discretionary
authority to vote on a proposal and has not received instructions from the
beneficial owner, those shares will not be considered present and entitled to
vote on that proposal. Thus, a "broker non-vote" has no effect on the voting for
an election of Trustees in Proposal 1, but has the same effect as a vote against
Proposal 2. On any matter submitted to a vote of shareholders each whole share
shall be entitled to one vote as to any matter on which it is entitled to vote
and each fractional share shall be entitled to a proportionate fractional vote.
Other business
While the meeting has been called to transact any business that may
properly come before it, the only matters that the Trustees intend to present
are those matters stated in the attached notice of annual meeting of
shareholders. However, if any additional matters properly come before the
meeting, and on all matters incidental to the conduct of the meeting, it is
the intention of the persons named in the enclosed proxy to vote the proxy in
accordance with their judgment on such matters unless instructed to the
contrary.
Method of solicitation and expenses
The cost of preparing, printing and mailing the enclosed proxy statement,
accompanying notice of annual meeting of shareholders and the accompanying
proxy card for each fund will be borne by that fund. In addition to
soliciting proxies by mail, Pioneer may, at the fund's expense, have one or
more of the fund's officers, representatives or compensated third-party
agents, including Pioneer, PIMSS and PFD, aid in the solicitation of proxies
by personal interview or telephone and may request brokerage houses and other
custodians, nominees and fiduciaries to forward proxy soliciting material to
the beneficial owners of the shares held of record by such persons. Each
fund has retained the Altman Group, Inc. to assist in the proxy
solicitation. The cost of their services is estimated at approximately
$110,000.
Each fund may also arrange to have votes recorded by telephone, the
internet or other electronic means. The voting procedures used in connection
with such voting methods are designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their shares in
accordance with their instructions and to confirm that their instructions
have been properly recorded. If these procedures were subject to a successful
legal challenge, such votes would not be counted at the shareholder meeting.
Each fund is unaware of any such challenge at this time. In the case of
telephone voting, shareholders would be called at the phone number the
sub-transfer agent, American Stock Transfer & Trust Company, has in its
records for their accounts, and would be asked for their Social Security
number or other identifying information. The shareholders would then be given
an opportunity to authorize proxies to vote their shares at the meeting in
accordance with their instructions. In the case of automated telephone and
internet voting, shareholders would be required to provide their Social
Security number or other identifying information and would receive a
confirmation of their instructions.
Persons holding shares as nominees will be reimbursed by the fund, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.
August 11, 2009
EXHIBIT A
COMPARISON OF TERMS OF CURRENT MANAGEMENT AGREEMENTS AND PROPOSED MANAGEMENT
AGREEMENT
This Exhibit A sets forth a comparison of the principal terms of the
current management agreements for the Pioneer closed-end funds with the
corresponding terms of the proposed form of management agreement for the funds.
Where a fund's current management agreement contains terms that differ from the
terms of the other funds, the agreement is addressed separately.
You should note that the chart contains only a description of the principal
provisions of the Current Management Agreements and may not include all of the
terms of those agreements or the exact wording of those provisions described.
You should refer to Exhibit B for the complete terms of the Amended and Restated
Management Agreement
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Current Management Agreements Proposed Management Agreement
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Investment Management Services Investment Management Services
All Funds The Trust hereby appoints the Manager
to act as investment adviser of the
The Adviser(i) will regularly provide Fund for the period and on the terms
the Trust with investment research, set forth in this Agreement. The
advice and supervision and will furnish Manager accepts such appointment and
continuously an investment program for agrees to render the services herein
the Trust, consistent with the set forth, for the compensation herein
investment objective[s] and policies of provided.
the Trust. The Adviser will determine
from time to time what securities shall Subject to the supervision of the
be purchased for the Trust, what Trust's Board of Trustees (the
securities shall be held or sold by the "Board"), the Manager shall regularly
Trust and what portion of the Trust's provide the Fund with investment
assets shall be held uninvested as research, advice, management and
cash, subject always to the provisions supervision and shall furnish a
of the Trust's Certificate of Trust, continuous investment program for the
Agreement and Declaration of Trust, Fund's portfolio of securities and
By-Laws and its registration statements other investments consistent with the
under the 1940 Act and under the 1933 Fund's investment objectives, policies
Act covering the Trust's shares, as and restrictions, as each shall be
filed with the Commission, and to the from time to time in effect. The
investment objective[s], policies and Manager shall determine from time to
restrictions of the Trust, as each of time what securities and other
the same shall be from time to time in investments (including, without
effect, and subject, further, to such limitation, repurchase agreements,
policies and instructions as the Board swap agreements, options, futures and
of Trustees of the Trust may from time other instruments) will be purchased,
to time establish. To carry out such retained, sold or exchanged by the
determinations, the Adviser will Fund and what portion of the assets of
exercise full discretion and act for the Fund's portfolio will be held in
the Trust in the same manner and with the various securities and other
the same force and effect as the Trust investments in which the Fund invests,
itself might or could do with respect and what portion will be held
to purchases, sales or other uninvested in cash, and shall
transactions, as well as with respect implement those decisions (including
to all other things necessary or the execution of investment
incidental to the furtherance or documentation), all subject to the
conduct of such purchases, sales or provisions of the Trust's Declaration
other transactions. of Trust and By-Laws (collectively,
the "Governing Documents") and the
1940 Act, as well as the investment
objectives, policies and restrictions
of the Fund referred to above, and any
other specific policies adopted by the
Board and disclosed to the Manager.
The Manager is authorized as the agent
of the Trust to give instructions to
the custodian of the Fund as to
deliveries of securities and other
investments and payments of cash for
the account of the Fund.
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Current Management Agreements Proposed Management Agreement
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Brokerage Transactions Brokerage Transactions
All Funds The Manager will place orders pursuant
to its investment determinations for
The Adviser shall arrange for the the Fund either directly with the
placing of all orders for the purchase issuer or with any broker or dealer,
and sale of securities for the Trust's foreign currency dealer, futures
account with brokers or dealers commission merchant or others selected
selected by the Adviser. In the by it. Except as described herein,
selection of such brokers or dealers the Manager shall seek overall the
and the placing of such orders, the best execution available in the
Adviser is directed at all times to selection of brokers or dealers and
seek for the Trust the most favorable the placing of orders for the Fund.
execution and net price available In assessing the best execution
except as described herein. It is also available for any transaction, the
understood that it is desirable for the Manager may consider factors it deems
Trust that the Adviser have access to relevant, including the size and type
supplemental investment and market of the transaction, the nature and
research and security and economic character of the markets for the
analyses provided by brokers who may security to be purchased or sold, the
execute brokerage transactions at a execution capabilities and financial
higher cost to the Trust than may condition of the broker or dealer, and
result when allocating brokerage to the reasonableness of the commission
other brokers on the basis of seeking or dealer spread, if any (whether for
the most favorable price and efficient a specific transaction or on a
execution. Therefore, the Adviser is continuing basis). In connection with
authorized to place orders for the the selection of such brokers or
purchase and sale of securities for the dealers and the placing of such
Trust with such brokers, subject to orders, subject to applicable law,
review by the Trust's Trustees from brokers or dealers may be selected who
time to time with respect to the extent also provide brokerage and research
and continuation of this practice. It services (as those terms are defined
is understood that the services in Section 28(e) of the Securities
provided by such brokers may be useful Exchange Act of 1934, as amended (the
to the Adviser in connection with its "Exchange Act")) to the Fund and/or
or its affiliates' services to other the other accounts over which the
clients. [In addition, subject to the Manager or its affiliates exercise
Adviser's obligation to seek the most investment discretion. The Manager is
favorable execution and net price authorized to pay a broker or dealer
available, the Adviser may consider the who provides such brokerage and
sale of the Trust's shares in selecting research services a commission for
brokers and dealers.](ii) executing a portfolio transaction for
the Fund which is in excess of the
amount of commission another broker or
dealer would have charged for
effecting that transaction if the
Manager determines in good faith that
such amount of commission is
reasonable in relation to the value of
the brokerage and research services
provided by such broker or dealer,
viewed in terms of either that
particular transaction or in terms of
all of the accounts over which the
Manager or its affiliates exercise
investment discretion.
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Investment in Investment Companies Investment in Investment Companies
All Funds Subject to applicable provisions of
the 1940 Act and direction from the
Not specifically addressed. Board, the investment program to be
provided hereunder may entail the
investment of all or substantially all
of the assets of the Fund in one or
more investment companies.
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Additional Services Additional Services
All Funds The Manager shall also provide advice
and recommendations with respect to
Not specifically addressed. other aspects of the business and
affairs of the Fund, shall exercise
voting rights, rights to consent to
corporate action and any other rights
pertaining to the Fund's portfolio
securities subject to such direction
as the Board may provide, and shall
perform such other functions of
investment management and supervision
as may be directed by the Board.
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Current Management Agreements Proposed Management Agreement
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Services Excluded Services Excluded
All Funds Notwithstanding the foregoing, the
Manager shall not be deemed to have
Not specifically addressed. assumed any duties with respect to,
and shall not be responsible for, the
distribution of the shares of the
Fund, nor shall the Manager be deemed
to have assumed or have any
responsibility with respect to
functions specifically assumed by any
administrator, transfer agent, fund
accounting agent, custodian,
shareholder servicing agent or other
agent, in each case employed by the
Trust or the Fund to perform such
functions.
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Authority to Execute Documents Authority to Execute Documents
All Funds The Manager may execute on behalf of
the Fund certain agreements,
Not specifically addressed. instruments and documents in
connection with the services performed
by it under this Agreement. These may
include, without limitation, brokerage
agreements, clearing agreements,
account documentation, futures and
options agreements, swap agreements,
other investment related agreements,
and any other agreements, documents or
instruments the Manager believes are
appropriate or desirable in performing
its duties under this Agreement.
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Transactions with Affiliates Transactions with Affiliates
All Funds The Fund hereby authorizes any entity
or person associated with the Manager
In connection with purchases or sales which is a member of a national
of securities for the account of the securities exchange to effect any
Trust, neither the Adviser nor any of transaction on the exchange for the
its directors, officers or employees account of the Fund which is permitted
will act as a principal or agent or by Section 11(a) of the Exchange Act
receive any commission except as and Rule 11a2-2(T) thereunder, and the
permitted by the 1940 Act. Fund hereby consents to the retention
of compensation for such transactions
in accordance with Rule
11a2-2(T)(a)(2)(iv).
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Use of Subadvisers Use of Subadvisers
Diversified High Income Trust Subject to the Board's approval, the
Manager or the Fund may enter into
It is understood that the Adviser may contracts with one or more investment
employ one or more sub-investment subadvisers, including without
advisers (each a "Subadviser") to limitation, affiliates of the Manager,
provide investment advisory services to in which the Manager delegates to such
the Trust by entering into a written investment subadvisers any or all its
agreement with each such Subadviser; duties specified hereunder, on such
provided, that any such agreement first terms as the Manager determines to be
shall be approved by the vote of a necessary, desirable or appropriate,
majority of the Trustees, including a provided that in each case such
majority of the Trustees who are not contracts are entered into in
"interested persons" (as defined in the accordance with and meet all
1940 Act) of the Trust, the Adviser or applicable requirements of the 1940
any such Subadviser, and otherwise Act. The Trust agrees that the
approved in accordance with the Manager shall not be accountable to
requirements of the 1940 Act or an the Trust or the Fund or the Fund's
exemption therefrom. The authority shareholders for any loss or other
given to the Adviser in Sections 1 liability relating to specific
through 13 hereof may be delegated by investments selected by any such
it under any such agreement; provided, subadviser.
that any Subadviser shall be subject to
the
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Current Management Agreements Proposed Management Agreement
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same restrictions and limitations
on investments and brokerage discretion
as the Adviser. The Trust agrees that
the Adviser shall not be accountable to
the Trust or the Trust's shareholders
for any loss or other liability
relating to any specific investments
directed by any Subadviser, even though
the Adviser retains the right to
reverse any such investment because, in
the event a Subadviser is retained, the
Trust and the Manager will rely almost
exclusively on the expertise of such
Subadviser for the selection and
monitoring of specific investments;
provided, however, that the forgoing
shall not in any way limit the
Adviser's other responsibilities under
this Agreement, including the
supervision of the Subadviser's
compliance with the Trust's investment
policies and restrictions.
Floating Rate Trust
It is understood that the Adviser may
employ one or more sub-investment
advisers (each a "Subadviser") to
provide investment advisory services to
the Trust by entering into a written
agreement with each such Subadviser;
provided, that any such agreement first
shall be approved by the vote of a
majority of the Trustees, including a
majority of the Trustees who are not
"interested persons" (as defined in the
1940 Act) of the Trust, the Adviser or
any such Subadviser, and otherwise
approved in accordance with the
requirements of the 1940 Act or an
exemption therefrom. The authority
given to the Adviser in Sections 1
through 13 hereof may be delegated by
it under any such agreement; provided,
that any Subadviser shall be subject to
the same restrictions and limitations
on investments and brokerage discretion
as the Adviser. The Trust agrees that
the Adviser shall not be accountable to
the Trust or the Trust's shareholders
for any loss or other liability
relating to any investment decision
made by any Subadviser even though the
Adviser retains the right to reverse
any such investment; provided, however,
that the forgoing shall not in any way
limit the Adviser's other
responsibilities under this Agreement,
including the supervision of the
Subadviser's compliance with the
Trust's investment policies and
restrictions.
High Income Trust, Municipal High
Income Advantage Trust, and Municipal
High Income Trust
It is understood that the Adviser may
employ one or more sub-investment
advisers (each a "Subadviser") to
provide investment advisory services to
the Trust by entering into a written
agreement with each such Subadviser;
provided, that any such agreement first
shall be approved by the vote of a
majority of the Trustees, including a
majority of the Trustees who are not
"interested persons" (as defined in the
1940 Act) of the Trust, the Adviser or
any such Subadviser, and
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Current Management Agreements Proposed Management Agreement
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otherwise approved in accordance with
the requirements of the 1940 Act or an
exemption therefrom. The authority
given to the Adviser in Sections 1
through 13 hereof may be delegated by
it under any such agreement; provided,
that any Subadviser shall be subject to
the same restrictions and limitations
on investments and brokerage discretion
as the Adviser. The Trust agrees that
the Adviser shall not be accountable to
the Trust or the Trust's shareholders
for any loss or other liability
relating to specific investments
directed by any Subadviser, even though
the Adviser retains the right to
reverse any such investment because, in
the event a Subadviser is retained, the
Trust and the Adviser will rely almost
exclusively on the expertise of such
Subadviser for the selection and
monitoring of specific investments.
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Information to be Provided to the Information to be Provided to Manager
Manager
The Trust shall at all times keep the
All Funds Manager fully informed with regard to
the securities and other investments
Not specifically addressed. owned by the Fund, its funds
available, or to become available, for
investment, and generally as to the
condition of its affairs. The Trust
shall furnish the Manager with such
other documents and information with
regard to its affairs as the Manager
may from time to time reasonably
request.
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Information to be Provided by the Information to be Provided by Manager
Manager
The Manager shall supply the Board and
All Funds officers of the Trust with such
information and reports reasonably
The Adviser will, to the extent required by them and reasonably
reasonably required in the conduct of available to the Manager.
the business of the Trust and upon the
Trust's request, furnish to the Trust
research, statistical and advisory
reports upon the industries,
businesses, corporations or securities
as to which such requests shall be
made, whether or not the Trust shall at
the time have any investment in such
industries, businesses, corporations or
securities. The Adviser will use its
best efforts in the preparation of such
reports and will endeavor to consult
the persons and sources believed by it
to have information available with
respect to such industries, businesses,
corporations or securities.
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Recordkeeping Obligations Recordkeeping Obligations
All Funds Unless maintained by another party on
the Fund's behalf, the Manager shall
[Unless maintained by the Trust's maintain the books and records with
administrator,](iii) The Adviser will respect to the Fund's securities and
maintain all books and records with other transactions and keep the Fund's
respect to the Trust's securities books of account in accordance with
transactions required by subparagraphs all applicable federal and state laws
(b)(5), (6), (9) and (10) and and regulations. In compliance with
paragraph (f) of Rule 31a-1 under the the requirements of Rule 31a-3 under
1940 Act (other than those records the 1940 Act, the Manager hereby
being maintained by the custodian or agrees that any records that it
transfer agent appointed by the Trust) maintains for the Fund are the
and preserve such records for the property of the Fund, and further
periods prescribed therefor by Rule agrees to surrender promptly to the
31a-2 under the 1940 Act. The Adviser Fund any of such records upon the
will also provide to the Board of Fund's request. The Manager further
Trustees such periodic and special agrees to arrange for the preservation
reports as the Board may reasonably of the records required to be
request. maintained by Rule 31a-1 under the
1940 Act for the periods prescribed by
Rule 31a-2 under the 1940 Act.
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Current Management Agreements Proposed Management Agreement
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Expenses Expenses
All Funds The Manager shall furnish, at its
expense, all necessary services,
Except as otherwise provided herein, facilities, equipment and personnel
the Adviser, at its own expense, shall for performing the Manager's services
furnish to the Trust office space in under this Agreement. Other than as
the offices of the Adviser, or in such herein specifically indicated, the
other place as may be agreed upon from Manager shall not be responsible for
time to time, and all necessary office the Trust's or the Fund's ordinary and
facilities, equipment and personnel for extraordinary expenses, and the Trust
managing the Trust's affairs and or the Fund shall pay the Trust's or
investments. the Fund's ordinary and extraordinary
expenses. The Manager may agree to
[The Adviser shall pay directly or provide to the Fund services other
reimburse the Trust for...] all expenses than the services that are provided
not hereinafter specifically assumed by under this Agreement, on such terms as
the Trust where such expenses are the Manager and the Trust may agree
incurred by the Adviser or by the Trust from time to time, and nothing herein
in connection with the management of shall preclude payment by the Trust or
the affairs of, and the investment and the Fund of compensation to the
reinvestment of the assets of, the Manager for any such services rendered
Trust. pursuant to a written agreement or
agreements approved by the Board.
Diversified High Income
The Trust 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 the
Adviser 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 underwriter, custodian,
transfer agent, administrator, plan
agent, 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,
expenses in connection with any
preferred shares, organizational and
offering expenses, 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 Trustees' 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) compensation of those
Trustees of the Trust who are not
affiliated with, or "interested
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Current Management Agreements Proposed Management Agreement
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persons" (as defined in the 1940 Act)
of, the Adviser, the Underwriters or
the Trust (other than as Trustees); (x)
the cost of preparing and printing
share certificates; (xi) interest on
borrowed money, if any; (xii) the fees
and other expenses of listing the
fund's shares on the New York Stock
Exchange or any other national stock
exchange and (xiii) any other expense
that the Trust, the Adviser or any
other agent of the Trust may incur (A)
as a result of a change in the law or
regulations, (B) as a result of a
mandate from the Board of Trustees with
associated costs of a character
generally assumed by similarly
structured investment companies or (C)
that is similar to the expenses listed
above, and that is approved by the
Board of Trustees (including a majority
of the Independent Trustees) as being
an appropriate expense of the Trust.
In addition to the expenses described
in Section 6 above, the Trust shall pay
all brokers' and underwriting
commissions or other fees chargeable to
the Trust in connection with securities
transactions to which the Trust is a
party or the origination of any
floating rate loans in which the Trust
invests.
Floating Rate Trust
The Trust 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 the
Adviser 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 custodian, transfer
agent, administrator, plan agent,
dividend disbursing agent and registrar
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, expenses in connection with
any preferred shares, organizational
and offering expenses, 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 Trustees'
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) compensation of those
Trustees of the Trust who are not
affiliated with, or "interested
persons" (as defined in
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the 1940 Act) of, the Adviser, the
Underwriters or the Trust (other than
as Trustees); (x) the cost of preparing
and printing share certificates; (xi)
interest on borrowed money, if any;
(xii) the fees and other expenses of
listing the fund's shares on the New
York Stock Exchange or any other
national stock exchange and (xiii) any
other expense that the Trust, the
Adviser or any other agent of the Trust
may incur (A) as a result of a change
in the law or regulations, (B) as a
result of a mandate from the Board of
Trustees with associated costs of a
character generally assumed by
similarly structured investment
companies or (C) that is similar to the
expenses listed above, and that is
approved by the Board of Trustees
(including a majority of the
Independent Trustees) as being an
appropriate expense of the Trust.
In addition to the expenses described
in Section 6 above, the Trust shall pay
all brokers' and underwriting
commissions or other fees chargeable to
the Trust in connection with securities
transactions to which the Trust is a
party or the origination of any senior
floating rate loans in which the Trust
invests.
High Income Trust
The Trust 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 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 custodian, transfer
agent, administrator, plan agent,
dividend disbursing agent and registrar
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, 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 Trustees' 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) compensation of those
Trustees of the Trust who are not
affiliated with, or "interested
persons" of, the Manager or the Trust
(other than as Trustees); (x) the cost
of preparing and printing share
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certificates; (xi) interest on borrowed
money, if any; and (xii) the fees and
other expenses of listing the fund's
shares on the New York Stock Exchange
or any other national stock exchange.
In addition to the expenses described
in Section 6 above, the Trust shall pay
all brokers' and underwriting
commissions chargeable to the Trust in
connection with securities transactions
to which the Trust is a party.
Municipal High Income Advantage Trust
and Municipal High Income Trust
The Trust 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 the
Adviser 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 custodian, transfer
agent, administrator, plan agent,
dividend disbursing agent and registrar
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, 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 Trustees' 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) compensation of those
Trustees of the Trust who are not
affiliated with, or "interested
persons" of, the Adviser or the Trust
(other than as Trustees); (x) the cost
of preparing and printing share
certificates; (xi) interest on borrowed
money, if any; (xii) the fees and other
expenses of listing the fund's shares
on the New York Stock Exchange or any
other national stock exchange and
(xiii) any other expense that the
Trust, the Adviser or any other agent
of the Trust may incur (A) as a result
of a change in the law or regulations,
(B) as a result of a mandate from the
Board of Trustees with associated costs
of a character generally assumed by
similarly structured investment
companies or (C) that is similar to the
expenses listed above, and that is
approved by the Board of Trustees
(including a majority of the
Independent Trustees) as being an
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appropriate expense of the Trust.
In addition to the expenses described
in Section 6 above, the Trust shall pay
all brokers' and underwriting
commissions chargeable to the Trust in
connection with securities transactions
to which the Trust is a party.
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Board Members and Officers Board Members and Officers
All Funds From time to time, the Manager shall
authorize and permit certain of its
directors, officers and employees, who
[Except as otherwise provided herein, may be elected as Board members or
the Adviser...] shall arrange, if officers of the Trust, to serve in the
desired by the Trust, for members of capacities in which they are elected.
the Adviser's organization to serve as The Manager will pay directly or
officers or agents of the Trust. reimburse the Trust for the
compensation (if any) of the Trustees
The Manager shall pay directly or who are affiliated persons of the
reimburse the Trust for the Manager and all officers of the Trust
compensation (if any) of the Trustees as such, except as the Board may
who are affiliated with, or "interested decide.
persons" (as defined in the 1940 Act)
of, the Manager and all officers of the
Trust as such.
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Fees Fees
All Funds As compensation for the services
performed and the facilities furnished
The Trust shall pay to the Adviser, as and expenses assumed by the Manager,
compensation for the Adviser's services the Fund shall pay the Manager, as
and expenses assumed hereunder, a fee promptly as possible after the last
at the annual rate equal to [ ]% of day of each month, a fee, computed
the Trust's average [daily] [weekly](iv) daily at an annual rate equal to
managed assets. [___%] of the Fund's average daily
managed assets. "Managed assets"
Diversified High Income Trust means (a) the total assets of the
Fund, including any form of investment
"Managed assets" means the total assets leverage, minus (b) all accrued
of the Trust, including any form of liabilities incurred in the normal
investment leverage, minus all accrued course of operations, which shall not
expenses incurred in the normal course include any liabilities or obligations
of operations, but not excluding any attributable to investment leverage
liabilities or obligations attributable obtained through (i) indebtedness of
to investment leverage obtained through any type (including, without
(i) indebtedness of any type limitation, borrowing through a credit
(including, without limitation, facility or the issuance of debt
borrowing through a credit facility or securities), (ii) the issuance of
the issuance of debt securities), (ii) preferred stock or other similar
the issuance of preferred stock or preference securities, and/or (iii)
other similar preference securities, any other means. The liquidation
(iii) the reinvestment of collateral preference on any preferred shares is
received for securities loaned in not a liability. If this Agreement is
accordance with the Fund's investment terminated as of any date not the last
objectives and policies, and/or (iv) day of a month, the fee payable by the
any other means. The liquidation Fund shall be paid as promptly as
preference on any preferred shares is possible after such date of
not a liability. termination and shall be computed on
the basis of the period ending on the
last business day on which this
Floating Rate Trust Agreement is in effect subject to a
pro rata adjustment based on the
"Managed assets" means the total assets number of days elapsed in the current
of the Trust (including any assets month as a percentage of the total
attributable to any financial leverage number of days in the month.
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.
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High Income Trust
"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 debt
representing financial leverage).
Municipal High Income Advantaged Trust
and Municipal High Income Trust
"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.
All Funds
The management fee payable hereunder
shall be computed daily and paid
monthly in arrears. In the event of
[the] termination of this Agreement,
the fee provided in Section 8 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 such month.
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Fee Waivers Fee Waivers
All Funds Not specifically addressed.
The Adviser may from time to time agree
not to impose all or a portion of its
fee otherwise payable hereunder (in
advance of the time such fee or a
portion thereof would otherwise accrue)
and/or undertake to pay or reimburse
the Trust for all or a portion of its
expenses not otherwise required to be
borne or reimbursed by the Adviser. Any
such fee reduction or undertaking may
be discontinued or modified by the
Adviser at any time.
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Limitation of Liability of Manager Limitation of Liability of Manager
All Funds The Manager assumes no responsibility
under this Agreement other than to
The Adviser will not be liable for any render the services called for
error of judgment or mistake of law or hereunder, in good faith, and shall
for any loss sustained by reason of the not be liable for any error of
adoption of any investment policy or judgment or mistake of law, or for any
the purchase, sale, or retention of any loss arising out of any investment or
security on the recommendation of the for any act or omission in the
Adviser, whether or not such execution of securities or other
recommendation shall have been based transactions for the Fund, provided
upon its own investigation and research that nothing in this Agreement shall
or upon investigation and research made protect the Manager against any
by any other individual, firm or liability to the Fund to which the
corporation, but nothing contained Manager would otherwise be subject by
herein will be construed to protect the reason of willful misfeasance, bad
Adviser against any liability to the faith, or gross negligence in the
Trust or its shareholders by reason of performance of its duties or by reason
willful misfeasance, bad faith or gross of its reckless disregard of its
negligence in the performance of its obligations and duties hereunder. As
duties or by reason of its reckless used in this paragraph 8, the term
disregard of its obligations and duties "Manager" shall include any affiliates
under this Agreement. of the Manager performing services for
the Trust or the Fund pursuant to this
Agreement and the partners,
shareholders, directors, officers and
employees of the Manager and such
affiliates.
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Other Activities Other Activities
All Funds Nothing in this Agreement shall limit
or restrict the right of any director,
Nothing in this Agreement will in any officer, or employee of the Manager
way limit or restrict the Adviser or who may also be a Trustee, officer, or
any of its officers, directors, or employee of the Trust or the Fund, to
employees from buying, selling or engage in any other business or to
trading in any securities for its or devote his time and attention in part
their own accounts or other accounts. to the management or other aspects of
The Adviser may act as an investment any other business, whether of a
adviser to any other person, firm or similar nature or a dissimilar nature,
corporation, and may perform management nor to limit or restrict the right of
and any other services for any other the Manager to engage in any other
person, association, corporation, firm business or to render services of any
or other entity pursuant to any kind, including investment advisory
contract or otherwise, and take any and management services, to any other
action or do any thing in connection fund, firm, individual or
therewith or related thereto; and no association.
such performance of management or other
services or taking of any such action
or doing of any such thing shall be in
any manner restricted or otherwise
affected by any aspect of any
relationship of the Adviser to or with
the Trust or deemed to violate or give
rise to any duty or obligation of the
Adviser to the Trust except as
otherwise imposed by law.
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Allocation of Investment Opportunities Allocation of Investment Opportunities
All Funds If the purchase or sale of securities
or other investments consistent with
On occasions when the Adviser deems the the investment policies of the Fund or
purchase or sale of a security to be in one or more other accounts of the
the best interest of the Trust as well Manager is considered at or about the
as other clients, the Adviser may, to same time, transactions in such
the extent permitted by applicable laws securities or other investments will
and regulations, aggregate the be allocated among the accounts in a
securities to be sold or purchased in manner deemed equitable by the
order to obtain the best execution and Manager. Such transactions may be
lower brokerage commissions, if any. In combined, in accordance with
such event, allocation of the applicable laws and regulations, and
securities so purchased or sold, as consistent with the Manager's policies
well as the expenses incurred in the and procedures as presented to the
transaction, will be made by the Board from time to time.
Adviser in the manner it
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considers to be the most equitable and
consistent with its fiduciary
obligations to the Trust and to such
clients.
The Trust recognizes that the Adviser,
in effecting transactions for its
various accounts, may not always be
able to take or liquidate investment
positions in the same security at the
same time and at the same price.
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Specific Defined Terms Specific Defined Terms
All Funds For the purposes of this Agreement,
the terms "assignment," "interested
Not specifically addressed. person," and "majority of the
outstanding voting securities" shall
have the meanings given to them by
Section 2(a) of the 1940 Act, and
references to the "1940 Act" shall
include any rule, regulation or
applicable exemptive order of the
Securities and Exchange Commission
(the "Commission") thereunder and
interpretive guidance with respect to
the 1940 Act by the Commission or its
staff.
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Duration Duration
All Funds This Agreement will become effective
on the date first above written,
This Agreement shall become effective provided that it shall have been
on the date hereof and shall remain in approved by the Trust's Board and by
force until [_____ __, ___] and from the shareholders of the Fund in
year to year thereafter, but only so accordance with the requirements of
long as its continuance is approved in the 1940 Act and, unless sooner
accordance with the requirements of the terminated as provided herein, will
1940 Act or an exemption therefrom, continue in effect until December 31,
subject to the right of the Trust and 2009. Thereafter, if not terminated,
the Adviser to terminate this contract this Agreement shall continue in
as provided in Section 17 hereof. effect, so long as such continuance is
specifically approved at least
annually (i) by the Board or (ii) by a
vote of a majority of the outstanding
voting securities of the Fund,
provided that in either event the
continuance is also approved by a
majority of the Trustees who are not
interested persons of any party to
this Agreement, by vote cast in person
at a meeting called for the purpose of
voting on such approval.
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Termination Termination
All Funds This Agreement is terminable without
penalty by the Board or by vote of a
Either party hereto may, without majority of the outstanding voting
penalty, terminate this Agreement by securities of the Fund, in each case
vote of its Board of Trustees or on not more than 60 days' nor less
Directors, as the case may be, or by than 30 days' written notice to the
vote of a "majority of the outstanding Manager, or by the Manager upon not
voting securities" (as defined in the less than 60 days' written notice to
1940 Act) of the Trust or the Adviser, the Trust, and will be terminated upon
as the case may be, and the giving of the mutual written consent of the
sixty (60) days' written notice to the Manager and the Trust. This Agreement
other party. shall terminate automatically in the
event of its assignment.
This Agreement shall automatically
terminate in the event of its
assignment. For purposes of this
Agreement, the term "assignment" shall
have the meaning given it by Section
2(a)(4) of the 1940 Act.
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Limitation of Recourse Limitation of Recourse
All Funds The Manager agrees that for services
rendered to the Fund, or for any claim
Not specifically addressed. by it in connection with services
rendered to the Fund, 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.
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Amendments; Severability Amendments; Severability
All Funds No provision of this Agreement may be
changed, waived, discharged or
This Agreement states the entire terminated orally, but only by an
agreement of the parties hereto, and is instrument in writing signed by the
intended to be the complete and party against which enforcement of the
exclusive statement of the terms change, waiver, discharge or
hereof. It may not be added to or termination is sought, and no material
changed orally and may not be modified amendment of the Agreement shall be
or rescinded except by a writing signed effective until approved, if so
by the parties hereto and in accordance required by the 1940 Act, by vote of
with the 1940 Act, when applicable. the holders of a majority of the
Fund's outstanding voting securities.
Any term or provision of this Agreement
which is invalid or unenforceable in This Agreement embodies the entire
any jurisdiction shall, as to such agreement and understanding between
jurisdiction, be ineffective to the the parties hereto and supersedes all
extent of such invalidity or prior agreements and understandings
unenforceability without rendering relating to the subject matter
invalid or unenforceable the remaining hereof. Should any part of this
terms or provisions of this Agreement Agreement be held or made invalid by a
or affecting the validity or court decision, statute, rule or
enforceability of any of the terms or otherwise, the remainder of this
provisions of this Agreement in any Agreement shall not be affected
other jurisdiction. thereby. This Agreement shall be
binding on and shall inure to the
benefit of the parties hereto and
their respective successors.
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Governing Law Governing Law
All Funds This Agreement shall be construed and
the provisions hereof interpreted
This Agreement and all performance under and in accordance with the laws
hereunder shall be governed by and of The Commonwealth of Massachusetts.
construed in accordance with the laws
of The Commonwealth of Massachusetts.
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Amendment and Restatement Amendment and Restatement
All Funds This Agreement amends and restates in
its entirety the [management
Not applicable. agreement].
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Use of "Pioneer" Name Use of "Pioneer" Name
All Funds The Trust agrees that in the event
that none of the Manager or any of its
The Trust agrees that in the event that affiliates acts as an investment
neither the Adviser nor any of its adviser to the Fund, the name of the
affiliates acts as an investment Fund will be changed to one that does
adviser to the Trust, the name of the not contain the name "Pioneer" or
Trust will be changed to one that does otherwise suggest an affiliation with
not contain the name "Pioneer" or the Manager.
otherwise suggest an affiliation with
the Adviser.
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Manager as Independent Contractor Manager as Independent Contractor
All Funds Not specifically addressed.
The Adviser is an independent
contractor and not an employee of the
Trust for any purpose. If any occasion
should arise in which the Adviser gives
any advice to its clients concerning
the shares of the Trust, the Adviser
will act solely as investment counsel
for such clients and not in any way on
behalf of the Trust.
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Counterparts Counterparts
All Funds This Agreement may be executed in one
or more counterparts, each of which
This Agreement may be executed shall be deemed an original, but all
simultaneously in two or more of which together shall constitute one
counterparts, each of which shall be and the same instrument.
deemed an original, but all of which
together shall constitute one and the
same instrument.
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(i) The current management agreement for each fund other than Pioneer High
Income Trust refers to the investment adviser of the fund as the "Adviser."
The current management agreement for Pioneer High Income Trust instead refers
to the "Manager." For purposes of this comparison, the term "Adviser" is
used throughout.
(ii) Bracketed text appears in the current management agreement for all funds
except Pioneer Diversified High Income Trust and Pioneer Floating Rate Trust.
(iii) Bracketed text appears in the current management agreement for Pioneer
Diversified High Income Trust.
(iv) The current management agreement for Pioneer High Income Trust provides
for the advisory fee to be based on average weekly managed assets.
EXHIBIT B
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made this
__ day of ____________, 2009, by and between [name of trust] (the "Trust"), a
Delaware statutory trust, and Pioneer Investment Management, Inc., a Delaware
corporation (the "Manager").
WHEREAS, the Trust is registered as a management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Manager is engaged primarily in rendering investment advisory
and management services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended;
WHEREAS, the Trust wishes to retain the Manager to provide investment
advisory and management services to the Trust with respect to the series of the
Trust designated [name of series] (the "Fund"); and
WHEREAS, the Manager 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 appoints the Manager to act as investment adviser of
the Fund for the period and on the terms set forth in this Agreement. The
Manager accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2. (a) Subject to the supervision of the Trust's Board of Trustees (the
"Board"), the Manager shall regularly provide the Fund with investment research,
advice, management and supervision and shall furnish a continuous investment
program for the Fund's portfolio of securities and other investments consistent
with the Fund's investment objectives, policies and restrictions, as each shall
be from time to time in effect. The Manager shall determine from time to time
what securities and other investments (including, without limitation, repurchase
agreements, swap agreements, options, futures and other instruments) will be
purchased, retained, sold or exchanged by the Fund and what portion of the
assets of the Fund's portfolio will be held in the various securities and other
investments in which the Fund invests, and what portion will be held uninvested
in cash, and shall implement those decisions (including the execution of
investment documentation), all subject to the provisions of the Trust's
Declaration of Trust and By-Laws (collectively, the "Governing Documents") and
the 1940 Act, as well as the investment objectives, policies and restrictions of
the Fund referred to above, and any other specific policies adopted by the Board
and disclosed to the Manager. The Manager is authorized as the agent of the
Trust to give instructions to the custodian of the Fund as to deliveries of
securities and other investments and payments of cash for the account of the
Fund. Subject to applicable provisions of the 1940 Act and direction from the
Board, the investment program to be provided hereunder may entail the investment
of all or substantially all of the assets of the Fund in one or more investment
companies. The Manager will place orders pursuant to its investment
determinations for the Fund either directly with the issuer or with any broker
or dealer, foreign currency dealer, futures commission merchant or others
selected by it. Except as described herein, the Manager shall seek overall the
best execution available in the selection of brokers or dealers and the placing
of orders for the Fund. In assessing the best execution available for any
transaction, the Manager may consider factors it deems relevant, including the
size and type of the transaction, the nature and character of the markets for
the security to be purchased or sold, the execution capabilities and financial
condition of the broker or dealer, and the reasonableness of the commission or
dealer spread, if any (whether for a specific transaction or on a continuing
basis). In connection with the selection of such brokers or dealers and the
placing of such orders, subject to applicable law, brokers or dealers may be
selected who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) to the Fund and/or the other accounts over which the Manager or
its affiliates exercise investment discretion. The Manager is authorized to pay
a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Fund which is in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Manager determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or in terms of all of the accounts
over which the Manager or its affiliates exercise investment discretion. The
Manager shall also provide advice and recommendations with respect to other
aspects of the business and affairs of the Fund, shall exercise voting rights,
rights to consent to corporate action and any other rights pertaining to the
Fund's portfolio securities subject to such direction as the Board may provide,
and shall perform such other functions of investment management and supervision
as may be directed by the Board. Notwithstanding the foregoing, the Manager
shall not be deemed to have assumed any duties with respect to, and shall not be
responsible for, the distribution of the shares of the Fund, nor shall the
Manager be deemed to have assumed or have any responsibility with respect to
functions specifically assumed by any administrator, transfer agent, fund
accounting agent, custodian, shareholder servicing agent or other agent, in each
case employed by the Trust or the Fund to perform such functions. The Manager
may execute on behalf of the Fund certain agreements, instruments and documents
in connection with the services performed by it under this Agreement. These may
include, without limitation, brokerage agreements, clearing agreements, account
documentation, futures and options agreements, swap agreements, other investment
related agreements, and any other agreements, documents or instruments the
Manager believes are appropriate or desirable in performing its duties under
this Agreement.
(b) The Fund hereby authorizes any entity or person associated with the
Manager which is a member of a national securities exchange to effect any
transaction on the exchange for the account of the Fund which is permitted by
Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Fund
hereby consents to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).
3. Subject to the Board's approval, the Manager or the Fund may enter into
contracts with one or more investment subadvisers, including without limitation,
affiliates of the Manager, in which the Manager delegates to such investment
subadvisers any or all its duties specified hereunder, on such terms as the
Manager determines to be necessary, desirable or appropriate, provided that in
each case such contracts are entered into in accordance with and meet all
applicable requirements of the 1940 Act. The Trust agrees that the Manager shall
not be accountable to the Trust or the Fund or the Fund's shareholders for any
loss or other liability relating to specific investments selected by any such
subadviser.
4. The Trust shall at all times keep the Manager fully informed with
regard to the securities and other investments owned by the Fund, its funds
available, or to become available, for investment, and generally as to the
condition of its affairs. The Trust shall furnish the Manager with such other
documents and information with regard to its affairs as the Manager may from
time to time reasonably request. The Manager shall supply the Board and officers
of the Trust with such information and reports reasonably required by them and
reasonably available to the Manager.
5. (a) Unless maintained by another party on the Fund's behalf, the
Manager shall maintain the books and records with respect to the Fund's
securities and other transactions and keep the Fund's books of account in
accordance with all applicable federal and state laws and regulations. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager
hereby agrees that any records that it maintains for the 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 Manager further agrees to arrange for the
preservation of the 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.
(b) The Manager shall furnish, at its expense, all necessary services,
facilities, equipment and personnel for performing the Manager's services under
this Agreement. Other than as herein specifically indicated, the Manager shall
not be responsible for the Trust's or the Fund's ordinary and extraordinary
expenses, and the Trust or the Fund shall pay the Trust's or the Fund's ordinary
and extraordinary expenses. The Manager may agree to provide to the Fund
services other than the services that are provided under this Agreement, on such
terms as the Manager and the Trust may agree from time to time, and nothing
herein shall preclude payment by the Trust or the Fund of compensation to the
Manager for any such services rendered pursuant to a written agreement or
agreements approved by the Board.
6. From time to time, the Manager shall authorize and permit certain of
its directors, officers and employees, who may be elected as Board members or
officers of the Trust, to serve in the capacities in which they are elected. The
Manager will pay directly or reimburse the Trust for the compensation (if any)
of the Trustees who are affiliated persons of the Manager and all officers of
the Trust as such, except as the Board may decide.
7. As compensation for the services performed and the facilities furnished
and expenses assumed by the Manager, the Fund shall pay the Manager, as promptly
as possible after the last day of each month, a fee, computed daily at an annual
rate equal to [___%] of the Fund's average daily managed assets. "Managed
assets" means (a) the total assets of the Fund, including any form of investment
leverage, minus (b) all accrued liabilities incurred in the normal course of
operations, which shall not include 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, and/or (iii) any other means. The liquidation preference on any
preferred shares is not a liability. If this Agreement is terminated as of any
date not the last day of a month, the fee payable by the 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.
8. The Manager 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 loss arising out
of any investment or for any act or omission in the execution of securities or
other transactions for the Fund, provided that nothing in this Agreement shall
protect the Manager against any liability to the Fund to which the Manager 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 obligations and duties hereunder. As used in this paragraph 8,
the term "Manager" shall include any affiliates of the Manager performing
services for the Trust or the Fund pursuant to this Agreement and the partners,
shareholders, directors, officers and employees of the Manager and such
affiliates.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Manager who may also be a Trustee,
officer, or employee of the Trust or the 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 Manager 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. If the purchase or
sale of securities or other investments consistent with the investment policies
of the Fund or one or more other accounts of the Manager is considered at or
about the same time, transactions in such securities or other investments will
be allocated among the accounts in a manner deemed equitable by the Manager.
Such transactions may be combined, in accordance with applicable laws and
regulations, and consistent with the Manager's policies and procedures as
presented to the Board from time to time.
10. For the purposes of this Agreement, the terms "assignment,"
"interested person," and "majority of the outstanding voting securities" shall
have the meanings given to them by Section 2(a) of the 1940 Act, and references
to the "1940 Act" shall include any rule, regulation or applicable exemptive
order of the Securities and Exchange Commission (the "Commission") thereunder
and interpretive guidance with respect to the 1940 Act by the Commission or its
staff.
11. This Agreement will become effective on the date first above written,
provided that it shall have been approved by the Trust's Board and by the
shareholders of the Fund in accordance with the requirements of the 1940 Act
and, unless sooner terminated as provided herein, will continue in effect until
December 31, 2009. Thereafter, if not terminated, this Agreement shall continue
in effect, so long as such continuance is specifically approved at least
annually (i) by the Board or (ii) by a vote of a majority of the outstanding
voting securities of the Fund, provided that in either event the continuance is
also approved by a majority of the Trustees who are not interested persons of
any party to this Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval.
12. This Agreement is terminable without penalty by the Board or by vote
of a majority of the outstanding voting securities of the Fund, in each case on
not more than 60 days' nor less than 30 days' written notice to the Manager, or
by the Manager upon not less than 60 days' written notice to the Trust, and will
be terminated upon the mutual written consent of the Manager and the Trust. This
Agreement shall terminate automatically in the event of its assignment.
13. The Manager agrees that for services rendered to the Fund, or for any
claim by it in connection with services rendered to the Fund, 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.
14. The Trust agrees that in the event that none of the Manager or any of
its affiliates acts as an investment adviser to the Fund, the name of the Fund
will be changed to one that does not contain the name "Pioneer" or otherwise
suggest an affiliation with the Manager.
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, and no material amendment of the Agreement shall be effective until
approved, if so required by the 1940 Act, by vote of the holders of a majority
of the Fund's outstanding voting securities.
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 the [management
agreement].
[signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
[NAME OF TRUST]
By: ______________________________________
Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By: ______________________________________
Name:
Title:
EXHIBIT C
OTHER FUNDS ADVISED BY PIONEER
The following table lists certain information regarding funds for which
Pioneer provides investment advisory services, other than the funds.
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Fund Net Assets as of Management Fee (as a
12/31/08 percentage of average
daily net assets)
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---------------------------------------------------------------------------
Pioneer Bond Fund 843,447,429.81 0.50% up to $1
billion; 0.45% of the
next $1 billion; and
0.40% on assets over
$2 billion*
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Pioneer High Income 40,022,611.75 0.50% up to $500
Municipal Fund million, 0.475% on the
next $500 million and
0.450% on assets over
$1 billion*
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Pioneer AMT-Free 392,271,086.08 0.50% up to $250
Municipal Fund million, 0.45% of the
next $500 million and
0.40% on assets over
$750 million*
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Pioneer Global High 1,031,208,873.40 0.70% up to $500
Yield Fund million, 0.65% of the
next $500 million,
0.60% of the next $500
million, 0.55% of the
next $500 million, and
0.45% on assets over
$2 billion*
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Pioneer High Yield Fund 1,890,038,330.31 0.70% up to $500
million, 0.65% of the
next $500 million,
0.60% of the next $4
billion, 0.55% of the
next $1 billion, 0.50%
of the next $1
billion, 0.45% of the
next $1 billion, 0.40%
of the next $1
billion, 0.35% of the
next $1 billion and
0.30% on assets over
$10 billion*
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Pioneer Tax Free Income 392,593,755.06 0.50% up to $250
Fund million, 0.45% of the
next $500 million and
0.40% on assets over
$750 million*
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Pioneer Floating Rate 26,000,500.41 0.60% up to $500
Fund million and 0.55% on
assets over $500
million*
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---------------------------------------------------------------------------
*Pioneer separately has contractually agreed to limit the fund's total expenses.
----------