Exhibit (k)(8)
FORM OF FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT (the "Agreement") is entered into as of the [ ]
day of [ ] 2007, between Pioneer Diversified High Income Trust (the "Trust") and
Pioneer Investment Management, Inc. (the "Adviser").
RECITALS:
WHEREAS, the Trust and the Adviser are parties to a Advisory Agreement
dated as of [ ] (the "Advisory Agreement"), pursuant to which the Adviser is
entitled to receive for its services to the Trust under the Advisory Agreement a
fee based upon the Trust's managed assets (as defined therein) at the annual
rate set forth therein (the "Advisory Fee"), as summarized on Exhibit A annexed
hereto;
WHEREAS, the Adviser desires to waive a portion of the Advisory Fee so
that the Advisory Fee during the first three years of the Trust's operations
will not exceed 0.70%, 0.75% and 0.80% of the Trust's managed assets in the
first year, second year and third year, respectively, of the Trust's operations
(the "Target Fee Amount"); and
WHEREAS, shareholders of the Trust will benefit from the ongoing fee
waiver by incurring lower Trust advisory fees than they would absent such
waiver.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each
of the parties hereto agrees as follows:
1. Waiver of Fee; Duration. The Adviser hereby agrees to waive the
Advisory Fee so that the Advisory Fee incurred by the Trust does not exceed the
Target Fee Amount. This Agreement shall be effective through [ ].
2. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
The Commonwealth of Massachusetts, without giving effect to the principles of
conflicts of laws thereof.
IN WITNESS WHEREOF, the Trust and Adviser have agreed to this Agreement as
of the day and year first set forth above.
PIONEER DIVERSIFIED HIGH
INCOME TRUST
By:
Name:
Title:
PIONEER INVESTMENT
MANAGEMENT, INC.
By:
Name:
Title:
2
EXHIBIT A
Advisory Fee:
0.85% of the Fund's managed assets
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