EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT, made as of December 31,
2003, between Pioneer Investment Management, Inc., a Delaware corporation
("PIM"), and Pioneer Emerging Markets Fund, a Delaware statutory trust (the
"Fund").
WHEREAS, the Fund is a Delaware statutory trust and is registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.
WHEREAS, the Fund and PIM have entered into a Management Contract,
dated as of October 24, 2000 (the "Management Contract"), 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 Fund wish to limit the expenses of the Fund until
December 31, , 2004.
NOW THEREFORE the parties agree as follows:
SECTION 1. PIM agrees, until December 31, 2004, 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 2.15% 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, Class R and Class Y shares to the same extent that 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,
2004 unless the Management Contract is terminated prior to that date, in which
case this Agreement shall terminate concurrently with the termination of the
Management Contract. For the period from December 31, 2004 until 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 for the fiscal year
ended November 30, 2004, PIM shall be entitled to modify or terminate the
Expense Limitation provided that prior to the effectiveness of such termination
the Fund's prospectuses are amended or stickered to reflect the elimination of
such Expense Limitation. PIM shall be entitled to modify or terminate the
Expense Limitation for the remaining portion of the fiscal year ending November
30, 2005 or with respect to 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 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 until the Fund's then current
prospectus is amended or supplemented to reflect the termination or modification
of this
-1-
Agreement. The election by PIM referred to in the preceding sentence
shall not be subject to the approval of the 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 3. PIM shall keep a record of the amount of expenses that it
waived or reimbursed pursuant to Section 1 hereof ("Prior Expenses"). If at any
future date the total expenses of the Fund 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 to the extent possible
and solely payable from the Excess Amount. If the 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 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 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 Management Contract.
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 Fund'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 Fund's Board of Trustees of its
responsibility for and control of the conduct of the affairs of the Fund.
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 Management Contract or
the 1940 Act, shall have the same meaning as and be resolved by reference to
such Management Contract or the 1940 Act.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
-2-
In witness whereof, the parties hereto have caused this Agreement to be
signed as of the 31st day of December, 2003.
PIONEER EMERGING MARKETS PIONEER INVESTMENT
FUND MANAGEMENT, INC.
BY: /s/ Xxxxxx X. Xxxx BY: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx Xxxxxx X. Xxxx
Executive Vice President President
-3-
