PIONEER FUNDS
DISTRIBUTION PLAN
February 1, 2008
(as amended January 10, 2017)
WHEREAS, the Board of Trustees (the "Board") of certain of the open-end
investment companies listed on Appendix B hereto have adopted separate
distribution plans pursuant to Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940, as amended (the "1940 Act"), for certain classes of shares
(each a "Class") of each series of each such investment company; and
WHEREAS, the Board desires to combine, amend and restate in their entirety
all such distribution plans into this Distribution Plan (this "Plan"); and
WHEREAS, the Board of each of the other open-end investment companies listed
on Appendix B hereto desires to adopt this Plan with respect to certain of the
Classes offered by certain of its series;
NOW, THEREFORE, this Plan is amended and restated or adopted, as the case
may be, in accordance with the Rule with respect to those Classes listed on
Appendix A offered by the series (each a "Fund") of the investment companies
(each a "Trust) listed on Appendix B hereto, as each such Appendix may be
amended from time to time, to be effective as of the date set forth above or,
if later, the date indicated on Appendix B, subject to the following terms and
conditions:
Section 1. Annual Fee.
For each Class, a Fund may pay to one or more principal underwriters,
broker-dealers, financial intermediaries (which may include banks) and other
parties that enter into a distribution, underwriting, selling or service
agreement with respect to shares of such Class (each of the foregoing, a
"Servicing Party") distribution and/or service fees. The Fund, its principal
underwriter (together with any co-underwriters and successors, "Underwriters")
or other parties also may incur expenses in connection with the distribution or
marketing and sale of the Fund's shares that may be paid or reimbursed by the
Fund. The aggregate amount in respect of such fees and expenses to be paid by a
Fund pursuant to this Section 1 with respect to any Class shall be the amount
calculated at the percentage per annum of the average daily net assets
attributable to such Class as set forth in Appendix A hereto. The fees
described above will be calculated daily and paid monthly or at such other
intervals as the Board of each Trust may determine.
Payments under this Plan are not tied exclusively to actual distribution
and/or service fees and expenses incurred, and the payments under this Plan may
exceed (or be less than) actual fees and expenses incurred. A Servicing Party
may retain any fees hereunder that are in excess of its expenses incurred.
Section 2. Other Payments by Manager, Fund, Etc.
It is recognized that a Fund's investment manager ("Manager") or
Underwriters, a Servicing Party or an affiliate of any of them may use its
management or advisory fee revenues, past profits or its resources from other
sources to make payments to a Servicing Party or any other entity with respect
to expenses incurred in connection with the distribution or marketing and
sales of the Fund's shares, including the activities referred to above.
Notwithstanding any language to the contrary contained herein, to the extent
that any payments made by the Fund to its Manager or any affiliate thereof,
including payments made from such Manager's or affiliate's management or
advisory fee or administrative fee or payments made for shareholder services,
should be deemed to be indirect financing of any activity primarily intended to
result in the sale of Fund shares within the context of the Rule, then such
payments shall be deemed to be authorized by this Plan but shall not be subject
to the limitations set forth in Section 1.
It is further recognized that each Fund will enter into normal and customary
custodial, transfer agency, shareholder servicing, recordkeeping and dividend
disbursing agency and other service provider arrangements, and make separate
payments under the terms and conditions of those arrangements. These
arrangements shall not ordinarily be deemed pursuant to this Plan.
Section 3. Sales Charges.
It is understood that, as disclosed in each Fund's prospectus, an initial
sales charge may be paid by investors who purchase Fund shares, and the Fund
may pay to one or more Servicing Parties, or the Fund may permit such persons
to retain, as the case may be, such sales charge as full or partial
compensation for their services in connection with the sale of Fund shares. It
is also understood that, as disclosed in each Fund's prospectus, the Fund or a
Servicing Party may impose certain deferred sales charges in connection with
the repurchase of Fund shares, and the Fund may pay to a Servicing Party, or
the Fund may permit such persons to retain, as the case may be, all or any
portion of such deferred sales charges.
Section 4. Approval by Shareholders.
Except as otherwise permitted by applicable law, and other than with respect
to Classes of a Fund in existence as of the date first written above (as to
which this Plan amends and restates the existing distribution plans), this Plan
will not take effect, and no fee will be payable in accordance with Section 1
of this Plan, with respect to a Class of a Fund (other than a Class of a Fund
in existence as of the date first written above) until this Plan has been
approved by a vote of at least a majority of the outstanding voting securities
of that Class. This Plan will be deemed to have been approved with respect to a
Class of a Fund so long as a majority of the outstanding voting securities of
that Class votes for the approval of this Plan, notwithstanding that (a) this
Plan has not been approved by a majority of the outstanding voting securities
of any other Class, or (b) this Plan has not been approved by a majority of the
outstanding voting securities of the Fund.
Section 5. Approval by Trustees.
Neither this Plan nor any related agreements will take effect, with respect
to a Class of a Fund, until approved by a majority vote of both (a) the Board
and (b) those Trustees who are not interested persons of the Trust and who have
no direct or indirect financial interest in the operation of this Plan or in
any agreements related to this Plan (the "Qualified Trustees"), cast in person
at a meeting called for the purpose of voting on this Plan and the related
agreements.
Section 6. Continuance of this Plan.
The Plan will continue in effect with respect to each Class, provided that
such continuance is specifically approved at least annually by the Board and by
a majority of the Qualified Trustees in accordance with Section 5.
2
Section 7. Termination.
The Plan may be terminated at any time with respect to a Class of a Fund
(i) by the Fund without the payment of any penalty, by the vote of a majority
of the outstanding voting securities of such Class or (ii) by a majority vote
of the Qualified Trustees. The Plan may remain in effect with respect to a
Class even if this Plan has been terminated in accordance with this Section 7
with respect to any other Class of the same Fund.
Section 8. Amendments.
The Plan may not be amended with respect to a Class of a Fund to increase
materially the amount of the fees described in Section 1, unless the amendment
is approved by a vote of holders of at least a majority of the outstanding
voting securities of that Class. No material amendment to this Plan may be made
unless approved by the Board and the Qualified Trustees in the manner described
in Section 5.
Section 9. Selection of Certain Board Members.
While this Plan is in effect, the Trust will comply with paragraph (c) of
the Rule.
Section 10. Written Reports.
In each year during which this Plan remains in effect with respect to any
Class of a Fund, the proper officers of the Fund will prepare and furnish to
the Board and the Board will review, at least quarterly, written reports
complying with the requirements of the Rule, which set out the amounts expended
under this Plan and the purposes for which those expenditures were made.
Section 11. Preservation of Materials.
The Trust will preserve copies of this Plan, any agreement relating to this
Plan and any report made pursuant to Section 10 for a period of not less than
six years (the first two years in an easily accessible place).
Section 12. Meanings of Certain Terms.
As used in this Plan, the terms "interested person" and "majority of the
outstanding voting securities" will be deemed to have the meanings given to
those terms under the 1940 Act, and references to the "1940 Act" shall include
any rule, regulation or 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.
Section 13. Limitation of Liability.
Notice is hereby given that this Plan has been adopted on behalf of each
Fund by the Trustees in their capacity as Trustees of the Trust and not
individually and that the obligations of or arising out of this instrument are
not binding upon any of the Trustees, officers or shareholders individually but
are binding only upon the assets and property of the Fund.
3
Section 14. Severability.
The provisions of this Plan are severable for each Fund and each
Class covered by this Plan, and actions taken with respect to this Plan in
conformity with the Rule may be taken separately for each Fund and Class.
Section 15. Governing Law.
This Plan shall be governed by, and construed in accordance with, the laws
of The Commonwealth of Massachusetts, except to the extent required to be
governed by the 1940 Act and the Rule.
Section 16. Pledge by Underwriter.
Notwithstanding anything to the contrary in this Plan or any underwriting
agreement, each Underwriter may assign, sell or pledge (collectively,
"Transfer") its rights to its portion of any fees payable to it hereunder. Upon
receipt of notice of a Transfer, the Trust will pay to the assignee, purchaser
or pledgee (each, a "Transferee"), as third party beneficiaries, such fees
payable to the principal underwriter as provided in written instructions from
the principal underwriter and the Transferee to the Trust. In the absence of
any such written instructions, the Trust shall have no obligations to a
Transferee.
4
APPENDIX A
DISTRIBUTION PLAN
Applicable Percentage
Class of each Fund Per Annum
------------------ ---------------------
Class A (other than Class A of Pioneer U.S. Government Money Market Fund, Pioneer Multi-Asset 0.25%
Ultrashort Income Fund and Pioneer Short Term Income Fund)
Class A of Pioneer U.S. Government Money Market Fund 0.15%
Class A of Pioneer Multi-Asset Ultrashort Income Fund and Pioneer Short Term Income Fund 0.20%
Class C (other than Pioneer Multi-Asset Ultrashort Income Fund and Pioneer Short Term Income 1.00%
Fund)
Class C of Pioneer Multi-Asset Ultrashort Income Fund and Pioneer Short Term Income Fund 0.50%
Class C2 of Pioneer Multi-Asset Ultrashort Income Fund and Pioneer Short Term Income Fund 0.50%
Class R 0.50%
Class T 0.25%
January 10, 2017
APPENDIX B
DISTRIBUTION PLAN
Trust Fund
----- ----
Pioneer Asset Allocation Trust Pioneer Solutions - Conservative Fund
Pioneer Solutions - Growth Fund
Pioneer Solutions - Balanced Fund
Pioneer Bond Fund Pioneer Bond Fund
Pioneer Emerging Markets Fund Pioneer Emerging Markets Fund
Pioneer Equity Income Fund Pioneer Equity Income Fund
Pioneer Fund Pioneer Fund
Pioneer High Yield Fund Pioneer High Yield Fund
Pioneer Mid Cap Value Fund Pioneer Mid Cap Value Fund
Pioneer Money Market Trust Pioneer U.S. Government Money Market
Fund
Pioneer Real Estate Shares Pioneer Real Estate Shares
Pioneer Series Trust II Pioneer AMT-Free Municipal Fund
Pioneer Select Mid Cap Growth Fund
Pioneer Series Trust III Pioneer Disciplined Value Fund
Pioneer Series Trust IV Pioneer Classic Balanced Fund
Pioneer Multi-Asset Income Fund
Pioneer Series Trust V Pioneer Global Equity Fund
Pioneer High Income Municipal Fund
Pioneer U.S. Corporate High Yield Fund
Pioneer Series Trust VI Pioneer Floating Rate Fund
Pioneer Flexible Opportunities Fund
Pioneer Series Trust VII Pioneer Global High Yield Fund
Pioneer Global Multisector Income Fund
Pioneer Series Trust VIII Pioneer International Equity Fund
Pioneer Series Trust X Pioneer Dynamic Credit Fund
Pioneer Fundamental Growth Fund
Pioneer Multi-Asset Ultrashort Income
Fund
Pioneer Series Trust XI Pioneer Core Equity Fund
Pioneer Series Trust XII Pioneer Disciplined Growth Fund
Pioneer Short Term Income Fund Pioneer Short Term Income Fund
Pioneer Strategic Income Fund Pioneer Strategic Income Fund
January 10, 2017
6