Exhibit (g)(1)
FORM OF ADVISORY AGREEMENT
THIS AGREEMENT dated as of this __th day of ___________, 2007 between
Pioneer Diversified High Income Trust, a Delaware statutory trust (the "Trust"),
and Pioneer Investment Management, Inc., a Delaware corporation (the "Adviser").
WITNESSETH
WHEREAS, the Trust is registered as a closed-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange Commission (the "Commission") a
registration statement for the purpose of registering its shares for public
offering under the Securities Act of 1933, as amended (the "1933 Act").
WHEREAS, the parties hereto deem it mutually advantageous that the Adviser
should be engaged, subject to the supervision of the Trust's Board of Trustees
and officers, to manage the Trust.
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Adviser do hereby agree as follows:
1. The Adviser will regularly provide the Trust with investment research,
advice and supervision and will furnish continuously an investment program for
the Trust, consistent with the investment objective and policies of the Trust.
The Adviser will determine from time to time what securities shall be purchased
for the Trust, what securities shall be held or sold by the Trust and what
portion of the Trust's assets shall be held uninvested as cash, subject always
to the provisions of the Trust's Certificate of Trust, Agreement and Declaration
of Trust, By-Laws and its registration statements under the 1940 Act and under
the 1933 Act covering the Trust's shares, as filed with the Commission, and to
the investment objective, policies and restrictions of the Trust, as each of the
same shall be from time to time in effect, and subject, further, to such
policies and instructions as the Board of Trustees of the Trust may from time to
time establish. To carry out such determinations, the Adviser will exercise full
discretion and act for the Trust in the same manner and with the same force and
effect as the Trust itself might or could do with respect to purchases, sales or
other transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
2. The Adviser will, to the extent reasonably required in the conduct of
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.
3. Unless maintained by the Trust's administrator, the Adviser will
maintain all books and records with respect to the Trust's securities
transactions required by subparagraphs (b)(5), (6), (9) and (10) and paragraph
(f) of Rule 31a-1 under the 1940 Act (other than those
records being maintained by the custodian or transfer agent appointed by the
Trust) and preserve such records for the periods prescribed therefor by Rule
31a-2 under the 1940 Act. The Adviser will also provide to the Board of Trustees
such periodic and special reports as the Board may reasonably request.
4. Except as otherwise provided herein, the Adviser, at its own expense,
shall furnish to the Trust office space in the offices of the Adviser, or in
such other place as may be agreed upon from time to time, and all necessary
office facilities, equipment and personnel for managing the Trust's affairs and
investments, and shall arrange, if desired by the Trust, for members of the
Adviser's organization to serve as officers or agents of the Trust.
5. The Adviser shall pay directly or reimburse the Trust for: (i) the
compensation (if any) of the Trustees who are affiliated with, or "interested
persons" (as defined in the 0000 Xxx) of, the Adviser and all officers of the
Trust as such; and (ii) all expenses not hereinafter specifically assumed by the
Trust where such expenses are incurred by the Adviser or by the Trust in
connection with the management of the affairs of, and the investment and
reinvestment of the assets of, the Trust.
6. 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 administrator, custodian, transfer agent, 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, a portion of the
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 Board of Trustees; (ix) compensation of those Trustees of the Trust who
are not affiliated with, or "interested persons" (as defined in the 0000 Xxx)
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 American 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 Trustees who are not affiliates of the Adviser) as being an
appropriate expense of the Trust.
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7. 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.
8. The Trust shall pay to the Adviser, as compensation for the Adviser's
services and expenses assumed hereunder, a fee at the annual rate equal to ____%
of the Trust's average daily managed assets. "Managed assets" means the total
assets of the Trust, including any form of investment leverage, minus all
accrued expenses incurred in the normal course of operations, but not excluding
any liabilities or obligations attributable to investment leverage obtained
through (i) indebtedness of any type (including, without limitation, borrowing
through a credit facility or the issuance of debt securities), (ii) the issuance
of preferred stock or other similar preference securities, (iii) the
reinvestment of collateral received for securities loaned in accordance with the
Fund's investment objectives and policies, and/or (iv) any other means. The
liquidation preference on any preferred shares is not a liability.
9. 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.
10. 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. 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
0000 Xxx) 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 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.
11. The Adviser will not be liable for any error of judgment or mistake of
law or for any loss sustained by reason of the adoption of any investment policy
or the purchase, sale, or
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retention of any security on the recommendation of the Adviser, whether or not
such recommendation shall have been based upon its own investigation and
research or upon investigation and research made by any other individual, firm
or corporation, but nothing contained herein will be construed to protect the
Adviser against any liability to the Trust or its shareholders 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
under this Agreement.
12. Nothing in this Agreement will in any way limit or restrict the Adviser
or any of its officers, directors, or employees from buying, selling or trading
in any securities for its or their own accounts or other accounts. The Adviser
may act as an investment adviser to any other person, firm or corporation, and
may perform management and any other services for any other person, association,
corporation, firm or other entity pursuant to any contract or otherwise, and
take any action or do any thing in connection therewith or related thereto; and
no 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. 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.
13. In connection with purchases or sales of securities for the account of
the Trust, neither the Adviser nor any of its directors, officers or employees
will act as a principal or agent or receive any commission except as permitted
by the 1940 Act. The Adviser shall arrange for the placing of all orders for the
purchase and sale of securities for the Trust's account with brokers or dealers
selected by the Adviser. In the selection of such brokers or dealers and the
placing of such orders, the Adviser is directed at all times to seek for the
Trust the most favorable execution and net price available except as described
herein. It is also understood that it is desirable for the Trust that the
Adviser have access to supplemental investment and market research and security
and economic analyses provided by brokers who may execute brokerage transactions
at a higher cost to the Trust than may result when allocating brokerage to other
brokers on the basis of seeking the most favorable price and efficient
execution. Therefore, the Adviser is authorized to place orders for the purchase
and sale of securities for the Trust with such brokers, subject to review by the
Trust's Trustees from time to time with respect to the extent and continuation
of this practice. It is understood that the services provided by such brokers
may be useful to the Adviser in connection with its or its affiliates' services
to other clients.
14. On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Trust as well as other clients, the Adviser
may, to the extent permitted by applicable laws and regulations, aggregate the
securities to be sold or purchased in order to obtain the best execution and
lower brokerage commissions, if any. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Trust and to such clients.
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15. This Agreement shall become effective on the date hereof and shall
remain in force until December 31, 2008 and from year to year thereafter, but
only so long as its continuance is approved in accordance with the requirements
of the 1940 Act or an exemption therefrom, subject to the right of the Trust and
the Adviser to terminate this contract as provided in Section 17 hereof.
16. Either party hereto may, without penalty, terminate this Agreement by
vote of its Board of Trustees or Directors, as the case may be, or by vote of a
"majority of the outstanding voting securities" (as defined in the 0000 Xxx) of
the Trust or the Adviser, as the case may be, and the giving of sixty (60) days'
written notice to the other party.
17. 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.
18. The Trust agrees that in the event that neither the Adviser nor any of
its affiliates acts as an investment adviser to the Trust, the name of the Trust
will be changed to one that does not contain the name "Pioneer" or otherwise
suggest an affiliation with the Adviser.
19. 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.
20. This Agreement states the entire agreement of the parties hereto, and
is intended to be the complete and exclusive statement of the terms hereof. It
may not be added to or changed orally and may not be modified or rescinded
except by a writing signed by the parties hereto and in accordance with the 1940
Act, when applicable.
21. This Agreement and all performance hereunder shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
22. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
23. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: PIONEER DIVERSIFIED HIGH INCOME TRUST
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx, Xx.
Title: Assistant Secretary Title: Chairman of the Board, Trustee
and President
ATTEST: PIONEER INVESTMENT MANAGEMENT, INC.
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Name: Xxxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary Title: Secretary
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