EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT, made as of November __,
2000, between Pioneer Investment Management, Inc., a Delaware Corporation
("PIM"), and Pioneer Large-Cap Growth Fund, a Delaware Business Trust (the
"Fund").
WHEREAS, PIM wishes to reduce the expenses of the Fund until the Fund
achieves a certain level of assets; and
WHEREAS, the Fund wishes to have PIM enter into such an agreement and
is prepared to repay such expenses if the Fund subsequently achieves a
sufficient level of asset;
NOW, THEREFORE, the parties agree as follows:
1. PIM agrees to reduce its fees or to reimburse the Fund for its ordinary
operating expenses in order that the total expenses of the Fund (other
than extraordinary expenses, such as litigation) with respect to Class
A shares do not exceed 1.75% per annum of average daily net assets
attributable to Class A shares. PIM also agrees to reduce the portion
the Fund's expenses attributable to Class B, Class C and Class Y shares
by the same number of basis points such expenses are reduced for Class
A shares.
2. PIM may discontinue such expense limitation at any time by
supplementing the Fund's prospectus prior to such discontinuance and by
prior notice to the Board of Directors of the Fund.
3. PIM shall keep a record of the amount of expenses for each Class of
shares that it waived or reduced pursuant to Section 1 hereof ("Prior
Expenses"). If at any future date the total expenses of the Fund
attributable to Class A shares are less than 1.75% of the Fund's
average daily net assets, PIM shall be entitled to be reimbursed for
such Prior Expenses attributable to Class A, provided that such
reimbursement does not cause the Fund's total expenses to exceed 1.75%.
PIM shall also be entitled to reimbursement of the corresponding Prior
Expenses attributable to Class B, Class C and Class Y shares. If the
Fund's total expenses subsequently exceed 1.75%, the reimbursement of
Prior Expenses shall be suspended and, if subsequent reimbursement of
Prior Expenses shall be resumed to the extent that total expenses do
not exceed 1.75% (unless previously terminated by PIM), the limitations
in Section 1 shall be applied.
4. It is not intended by PIM or the Fund that the reimbursement agreement
in Section 3 is considered an obligation of the Fund unless and until
the total expenses of the Fund attributable to Class A shares are less
than 1.75% of average daily net assets. PIM understands that the Fund
total expenses may never be reduced to such level and there is no
assurance that the Prior Expenses shall be reimbursed. In addition, the
Fund shall have the right to terminate this Agreement, including its
obligation to reimburse Prior Expenses, at any time upon notice to PIM.
This Agreement automatically terminates without obligation by the Fund
upon termination of the Management Contract between PIM and the Fund.
5. This Agreement shall be governed by the laws of the State of Delaware.
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In witness whereof, the parties hereto have caused this Agreement to be
signed as of the ___th day of November 2000.
PIONEER LARGE-CAP PIONEER INVESTMENT
GROWTH FUND MANAGEMENT, INC.
BY: BY:
