PAYMENT UNDERTAKING AGREEMENT
PAYMENT UNDERTAKING AGREEMENT, dated as of February 26, 2003 (the
"Agreement"), from Pioneer Protected Principal Trust, a Delaware statutory trust
(the "Trust"), on behalf of its series, Pioneer Protected Principal Plus Fund II
(the "Fund"), to and for the benefit of shareholders of the Fund (the
"Shareholders").
ARTICLE I
DEFINITIONS
Capitalized terms used herein that are not defined herein shall have the
meaning set forth in the Financial Guarantee Agreement (the "Financial Guarantee
Agreement" dated February 26, 2003, among the Trust, on behalf of the Fund,
Pioneer Investment Management, Inc. and Ambac Assurance Corporation. ARTICLE II
THE Undertaking
The Fund hereby undertakes that on the Maturity Date, shares of the Fund of
any Class of Shares may be redeemed for an amount no less than the Guarantee Per
Share for that Class of Shares. ARTICLE III
MISCELLANEOUS
In the event of a default of this Agreement by the Trust, no Shareholder
shall be entitled to receive more than such Shareholder's allocable share of any
recovery pursuant to any claim hereunder as determined in accordance with the
ratio that (a) the amount to which such Shareholder would be entitled under this
Agreement bears to (b) the aggregate amount to which all Shareholders would be
entitled hereunder.
Any liability of the Trust under this Agreement or in connection with the
transactions contemplated herein shall be discharged only out of the assets of
the Fund. This Agreement has been executed by an officer of the Trust acting
under the Trust's Declaration of Trust, and the obligations of the Trust under
this Agreement are not binding upon any of the Trustees, officers or
Shareholders of the Trust personally.
This Agreement may be amended at any time or from time to time by the Trust
on behalf of the Fund.
This Agreement is subject to the applicable provisions of the Investment
Company Act of 1940, as amended, and shall be construed, and the obligations,
rights and remedies hereunder shall be determined, in accordance with the laws
of the State of New York (to the extent not inconsistent with such Act).
IN WITNESS WHEREOF, the Trust has executed this Agreement on behalf of the
Fund as of the day and year first above mentioned.
Pioneer Protected Principal Trust
On behalf of its series Pioneer Protected
Principal Plus Fund II
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
