FORM OF EXPENSE LIMIT AGREEMENT
Expense Limit Agreement made as of May 1, 2006 and as revised on [ ]
between Pioneer Investment Management, Inc. ("PIM"), on behalf of itself and its
affiliates, Pioneer Investment Management Shareholder Services, Inc. ("PIMSS")
and Pioneer Funds Distributor, Inc. ("PFD"), and each of the Pioneer Funds
listed on Annex A, as updated from time to time (each a "Fund").
Whereas PIM, PIMSS and PFD wish to reduce the expenses of each Fund;
and
Whereas each Fund wishes to have PIM enter into such an agreement.
Now therefore the parties agree as follows:
SECTION 1 Special Class A Limitations. The expenses attributable to
each class of shares of the Funds listed on Annex B, as updated from time to
time, shall be reduced, if necessary, so that the Ordinary Operating Expenses
(as defined below) of each Fund attributable to such class of shares do not
exceed the percentage of average daily net assets attributable to the applicable
class of shares of such Fund as set forth on Annex B. This expense limitation
shall be effected first by PIMSS waiving transfer agency fees and expenses
allocated to the applicable class of shares. If waiving transfer agency fees and
expenses alone is not sufficient to achieve the expense limitation reflected in
Annex B, PFD shall waive Rule 12b-1 fees attributable to the applicable class of
shares. In the event that waiving transfer agency fees and expenses and Rule
12b-1 fees attributable to a class of shares is not sufficient to achieve the
expense limitation reflected in Annex B, PIM shall reimburse other expenses or
waive other fees ("Fund-Wide Expenses") to the extent necessary to further
reduce the expenses attributable to that class of shares to the percentage of
average daily net assets reflected in Annex B. In the event that PIM waives or
reimburses any Fund-Wide Expenses, PIM also agrees to waive or reimburse the
Fund-Wide Expenses attributable to any other authorized class of shares to the
same extent that such expenses are reduced for the class of shares that required
the reduction of Fund-Wide Expenses. Notwithstanding the foregoing, in the event
that pursuant to Section 2, PIM is waiving or reimbursing Fund-Wide Expenses
with respect to a class of shares, the expenses of each class of shares shall be
limited first by waiving or reimbursing Fund-Wide Expenses to the extent
required by Section 2 and then by waiving class specific expenses.
SECTION 2 Expense Limitations for Other Funds. PIM agrees to limit the
expenses attributable to each class of shares of each Fund listed in Annex C, as
updated from time to time, by waiving Fund-Wide Expenses so that the Ordinary
Operating Expenses of the Fund listed in Annex C with respect to the class of
shares set forth in Annex C do not exceed the percentage of average daily net
assets attributable to such class of shares on an annual basis. PIM also agrees
to waive Fund-Wide Expenses attributable to any other authorized class of a
Fund's shares to the same extent that such expenses are reduced for the class of
shares listed in Annex C. In no event shall PFD be required to waive or PIM
reimburse any fees payable under a Rule 12b-1 Plan with respect to the Funds
listed in Annex C.
SECTION 3 Amendment or Termination of Expense Limits. PIM may terminate
or modify these expense limitations only in accordance with this Agreement. PIM
agrees that the
expense limitations set forth in Annex B shall continue in force until the date
set forth with respect to each Fund (and class thereof) in Annex B; provided,
that Pioneer may extend a date reflected in Annex B from time to time. With
respect to the Funds listed in Annex C, PIM shall be entitled to modify or
terminate the expense limitation with respect to any fiscal year that commences
subsequent to the date this Agreement is executed if, but only if, PIM elects to
modify or terminate the expense limitation with respect to such subsequent
fiscal year and such election is made prior to the effective date of the Fund'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 effect at all times with respect to a Fund until the Fund's then
current prospectus is amended or supplemented to reflect the termination or
modification of this Agreement. The election by PIM referred to in the preceding
sentence shall not be subject to the approval of a Fund or its Board of
Trustees, but PIM shall notify the Board of Trustees in advance of the
termination or modification of the expense limitation.
SECTION 4 Termination of Expense Reimbursement Provisions.
Notwithstanding anything to the contrary in any predecessor to this Agreement,
PIM agrees that it shall not be entitled to be reimbursed for any expenses that
PIM, PIMSS or PFD has waived or limited.
SECTION 5 Ordinary Operating Expenses. For purposes of this Agreement,
Ordinary Operating Expenses means all expenses of the Funds other than
extraordinary expenses, such as litigation, taxes and brokerage commissions.
SECTION 6 Governing Law. This Agreement shall be governed by the laws
of the State of Delaware.
SECTION 7 Existing Agreements Superseded. In the case of each Fund, to
the extent that this Agreement provides for expense limit arrangements for the
same classes of the Fund to which an existing expense limit agreement relates
(each an "Existing Agreement"), this Agreement shall supersede and replace the
Existing Agreement.
In witness whereof, the parties hereto have caused this Agreement to be
signed as of the [ ] day of [ ], 2008.
Each of the Funds Listed on Annex A.
By:
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Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By:
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Name:
Title:
Annex A
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Pioneer Tax Free Income Fund
Annex B
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Fiscal Regular
Year Prospectus Expense
Fund Class End Date Limit Expiration
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Pioneer Tax Free Income Fund A 12/31 5/1 0.89% [9/__/11]
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Annex C
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N/A
