FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT (the "Agreement") is entered into as of the 1st
day of August 2006, between Pioneer Protected Principal Trust (the "Trust"), on
behalf of its series Pioneer Protected Principal Plus Fund II (the "Fund"), and
Pioneer Investment Management, Inc. (the "Manager").
RECITALS:
WHEREAS, the Trust, on behalf of the Fund, and the Manager are parties to
a Management Contract dated as of February 26, 2003 (the "Management Contract"),
pursuant to which the Manager is entitled to receive for its services to the
Fund under the Management Contract a fee based upon the average daily net assets
of the Fund at the annual rate(s) set forth therein (the "Management Fee"), as
summarized on Exhibit A annexed hereto;
WHEREAS, the Manager desires to waive a portion of the Management Fee so
that the Management Fee during the remainder of the Guarantee Period (as defined
in the Fund's effective prospectus) will not exceed 0.40% of average daily net
assets of the Fund (the "Target Fee Amount"); and
WHEREAS, shareholders of the Fund will benefit from the ongoing fee waiver
by incurring lower Fund management fees than they would absent such waiver.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each
of the parties hereto agrees as follows:
1. Waiver of Fee; Duration. The Manager hereby agrees to waive the
Management Fee so that the Management Fee incurred by the Fund does not exceed
the Target Fee Amount. This Agreement shall be effective through the Guarantee
Period.
2. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
The Commonwealth of Massachusetts, without giving effect to the principles of
conflicts of laws thereof.
IN WITNESS WHEREOF, the Trust and Manager have agreed to this Agreement as
of the day and year first set forth above.
PIONEER PROTECTED PRINCIPAL
TRUST, on behalf of its series,
Pioneer Protected Principal Plus Fund II
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Executive Vice President
PIONEER INVESTMENT
MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
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EXHIBIT A
Management Fee:
- 0.25% of the Fund's average daily net assets during the Offering
Period;
- 0.70% of the Fund's average daily net assets during the Guarantee
Period and Post-Guarantee Period (as each term is defined in the
Fund's effective prospectus), subject to reduction under
circumstances described in the Management Contract.
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