EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT, made as of February 20,
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 Class B and Class C 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.
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.
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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 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 20th day of February, 2004.
PIONEER XXXX SMALL AND MID CAP PIONEER INVESTMENT
GROWTH FUND MANAGEMENT, INC.
BY:/s/ Xxxxxxx Xxxx BY: /s/ Xxxx X. Xxxxxxx
Xxxxxxx Xxxx Xxxx X. Xxxxxxx
Treasurer Treasurer
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