EXHIBIT (k)(6)
EXPENSE LIMIT AND REIMBURSEMENT AGREEMENT
Expense Limit and Reimbursement Agreement made as of December ___, 2004,
between Pioneer Investment Management, Inc. ("PIM") and Pioneer Floating Rate
Trust (the "Trust").
WHEREAS, the Trust is a Delaware statutory trust and is registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as a closed-end
management company.
WHEREAS, the Trust and PIM have entered into an Advisory Agreement, dated
as of December ___, 2004 (the "Advisory Agreement"), pursuant to which PIM
provides investment management services to the Trust for compensation based on
the value of the average daily managed assets of the Trust.
WHEREAS, PIM and the Trust wish to limit the expenses of the Trust during
the first three (3) years of investment operations of the Trust.
NOW THEREFORE the parties agree as follows:
SECTION 1. PIM agrees, until the third anniversary of the initial closing
of the Trust's initial offering of its common shares, to limit the Trust's
expenses (the "Expense Limitation") by waiving fees payable to PIM and/or
reimbursing the Trust for the Trust's ordinary operating expenses so that the
total expenses of the Trust (excluding organizational and offering costs for
common and preferred shares, interest expenses, the cost of defending or
prosecuting any claim or litigation to which the Trust is a party, together with
any amount in judgment or settlement, indemnification expenses or taxes incurred
due to the failure of the Trust to qualify as a regulated investment company
under the Internal Revenue Code of 1986, as amended, or any other non-recurring
or non-operating expenses) do not exceed 0.95% per annum of average daily
managed assets. "Managed assets" means the total assets of the Trust (including
any assets attributable to any financial 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. Dividends payable on any preferred shares are not expenses for
purposes of this Agreement. SECTION 2. PIM may terminate or modify the Expense
Limitation only in accordance with this Agreement. PIM agrees that the Expense
Limitation shall not be modified or terminated prior to the third anniversary of
the initial closing of the Trust's initial offering of its common shares unless
the Advisory Agreement is terminated prior to that date, in which case this
Agreement shall terminate concurrently with the termination of the Advisory
Agreement.
SECTION 3. This Agreement automatically terminates without obligation by
the Trust upon termination of the Advisory Agreement.
SECTION 4. This Agreement shall be governed by the laws of the State of
Delaware.
SECTION 5. Nothing herein contained shall be deemed to require the Trust
to take any action contrary to the Trust's Agreement and Declaration of Trust,
as may be amended from time to time, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust.
Any question of interpretation of any term or provision of this Agreement,
including but not limited to the investment management fees payable to PIM and
the computations of average daily managed assets, having a counterpart in or
otherwise derived from the terms and provisions of the Advisory Agreement or the
1940 Act, shall have the same meaning as and be resolved by reference to such
Advisory Agreement or the 1940 Act.
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In witness whereof, the parties hereto have caused this Agreement to be
signed as of the date first written above.
Pioneer Investment Management, Inc.
By:________________________________
Name:
Title:
Pioneer FLOATING RATE Trust
By:________________________________
Name:
Title:
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