EXPENSE LIMIT AND REIMBURSEMENT AGREEMENT
Expense Limit and Reimbursement Agreement made as of November 20, 2000,
between Pioneer Investment Management, Inc. (PIM) and Pioneer Large-Cap Value
Fund (the "Fund").
Whereas PIM wishes to reduce the expenses of the Fund until the Fund
achieves a certain level of assets; 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 therefor the parties agree as follows:
SECTION 1. PIM agrees to waive its fees and/or to reimburse the Fund for
its ordinary operating expenses in order that the total expenses of the
Fund (other than extraordinary expenses, such as litigation, taxes, brokerage
commissions, ect.) with respect to Class A shares do not exceed 1.75% 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 Class B,
Class C and Class Y shares to the same extent that such expenses are reduced for
Class A shares. In no event, shall PFD 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 fee waiver and expense
reimbursement agreement referred to in Section 1 hereof only in accordance
with this Agreement. PIM agrees that the fee waiver and expense reimbursement
agreement referred to in Section 1 shall not be modified or terminated during
the fiscal year in which this Agreement is executed. PIM shall be entitled to
modify or terminate the fee waiver and expense reimbursement agreement referred
to in Section 1 (as it may subsequently have been modified) 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 such 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 the fee waiver and expense reimbursement 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 the fee waiver and expense
reimbursement 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 any such 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 1.75% of the Fund's average daily
net assets, 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 total expenses to exceed 1.75%. PIM shall also be entitled to
reimbursement of the corresponding Prior Expenses attributable to Class B, Class
C and Class Y shares. If the Fund's total expenses subsequently exceed 1.75%,
the reimbursement of Prior Expenses shall be
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suspended and, if subsequent reimbursement of Prior Expenses shall be
resumed to the extent that total expenses do not exceed 1.75% (unless previously
terminated by PIM), the limitations in Section 1 (or as it may have subsequently
been modified in accordance with this Agreement) 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
1.75% of average daily net assets. PIM understands that the Fund 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 November 2000.
PIONEER LARGE-CAP PIONEER INVESTMENT
VALUE FUND MANAGEMENT, INC.
BY: BY:
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