EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT, made as of August 5,
2004, between Pioneer Investment Management, Inc., a Delaware Corporation
("PIM"), and Pioneer Series Trust II, a Delaware Statutory Trust (the "Trust"),
on behalf of its series, Pioneer Xxxx Small and Mid Cap Growth Fund (the
"Fund").
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 February 20, 2004 (the "Advisory Agreement"), pursuant to which PIM
provides investment management services to the Fund for compensation based on
the value of the average daily net assets of the Fund.
WHEREAS, PIM and the Trust wish to limit the expenses of the Fund until
December 31, 2006.
NOW THEREFORE the parties agree as follows:
SECTION 1. PIM agrees, until December 31, 2006, to limit the Fund's
expenses (the "Expense Limitation") by waiving fees payable to PIM and/or
reimbursing the Fund for the Fund's ordinary operating expenses so that the
total expenses of the Fund (excluding organizational and offering costs,
interest expenses, the cost of defending or prosecuting any claim or litigation
to which the Fund is a party, together with any amount in judgment or
settlement, indemnification expenses or taxes incurred due to the failure of the
Fund 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 1.25% 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 any other authorized class of shares by the same number of basis points such
expenses are reduced for Class A shares.
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 December 31, 2006 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. PIM shall
be entitled to modify or terminate the Expense Limitation after December 31,
2006 and any subsequent fiscal year if, but only if, PIM elects to modify or
terminate the Expense Limitation with respect to such fiscal year (or portion
thereof) and such election is made prior to the effective date of the Trust's
post-effective amendment to its Registration Statement on Form N-1A to
incorporate the Fund's financial statements; provided that this Agreement shall
remain in effective at all times until the Fund's then current prospectus is
amended or supplemented to reflect the termination or modification of this
Expense Limitation.
SECTION 3. PIM shall keep a record of the amount of expenses for each
class of shares that it waived or reimbursed 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 the Expense Limitation (such excess
amount, the "Excess Amount"), PIM shall be entitled to be reimbursed for all or
a portion of such Prior Expenses attributable to Class A shares to the extent
possible and solely payable from the Excess Amount. PIM shall also be entitled
to reimbursement of the corresponding Prior Expenses attributable to any other
authorized class of shares if the expense ratio of such other class is less than
the expense ratio for that class in effect at the time the Prior Expense was
incurred. If the Class A expenses subsequently exceed the Expense Limitation,
the reimbursement of Prior Expenses shall be suspended and, if subsequent
reimbursement of Prior Expenses shall be resumed to the extent that Class A
expenses do not exceed the Expense Limitation (unless previously terminated by
PIM), the Expense Limitation shall be applied. Notwithstanding anything in this
Section 3 to the contrary, the Fund shall not reimburse PIM for any Prior
Expense pursuant to this Section 3 more than three (3) years after the expense
was incurred.
SECTION 4. It is not intended by PIM or the Fund that the reimbursement
of Prior Expenses in Section 3 shall be an obligation of the Fund (a) unless and
until the total expenses of the Fund attributable to Class A shares are less
than the Expense Limitation and then only to the extent of the Excess Amount and
(b) unless such Prior Expense was incurred less than three (3) years prior to
the reimbursement. PIM understands that total expenses of the Fund may never be
reduced below the applicable Expense Limitation 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 Advisory
Agreement.
SECTION 5. This Agreement shall be governed by the laws of the State of
Delaware.
SECTION 6. Nothing herein contained shall be deemed to require the Fund
to take any action contrary to the Trust's Declaration of Trust, 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 net 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 5th day of August, 2004.
PIONEER XXXX SMALL AND PIONEER INVESTMENT
MID CAP GROWTH FUND MANAGEMENT, INC.
BY: BY:
/s/ Xxxxxxx Xxxx /s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx Xxxxxxx Xxxx
Treasurer Vice President
