Expense Limit and Reimbursement Agreement
Expense Limit and Reimbursement Agreement made as of May 20, 2004,
between Pioneer Investment Management, Inc. (PIM) and Pioneer Select Value Fund
(the "Fund").
Whereas PIM wishes to reduce the expenses of the Fund until
February 28, 2005; 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 assets;
Now therefore the parties agree as follows:
Section 1. PIM agrees, until February 28, 2005, to limit the Fund's
expenses (the "Expense Limitation") by waiving PIM's fees and/or reimbursing the
Fund for the Fund's ordinary operating expenses so that the total expenses of
the Fund (other than extraordinary expenses, such as litigation, taxes,
brokerage commissions, etc.) with respect to Class A shares do not exceed 1.25%
per annum of average daily net assets attributable to Class A shares. PIM also
agrees to waive its fees and/or reimburse the Fund-wide expenses attributable to
any other authorized class of shares to the same extent that such expenses are
reduced for Class A shares. In no event, shall Pioneer Funds Distributor, Inc.
be required to waive or PIM reimburse any fees payable under the Fund's Rule
12b-1 plans.
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 from the time this Agreement is executed through
February 28, 2005. PIM shall be entitled to modify or terminate the Expense
Limitation with respect to any fiscal year that commences subsequent to February
28, 2005 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
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 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 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, PIM shall
be entitled to be reimbursed for such Prior Expenses attributable to Class A
shares, provided that such reimbursement does not cause the Fund's Class A
expenses to exceed the Expense Limitation. PIM shall also be entitled to
reimbursement of the corresponding Prior Expenses attributable to any other
authorized class of shares. If the Fund's 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
agreement in Section 3 shall be an obligation of the Fund unless and until the
total expenses of the Fund attributable to Class A shares are less than the
Expenses Limitation. PIM understands that such 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.
Section 5. This Agreement shall be governed by the laws of the State of
Delaware.
In witness whereof, the parties hereto have caused this Agreement to be
signed as of the 20th day of May, 2004.
PIONEER SELECT VALUE FUND PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/Xxxxxx X. Xxxx By: /s/Xxxxxxx X. Bourassa________
Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxxx
Executive Vice President Secretary
