EXPENSE LIMIT AGREEMENT
Expense Limit Agreement made as of February 25, 2005, between Pioneer
Investment Management, Inc. ("PIM"), on behalf of itself and its affiliates,
Pioneer Investment Management Shareholder Services, Inc. ("PIMSS") and Pioneer
Funds Distributor, Inc. ("PFD"), and each of the Pioneer Funds listed on Annex A
(each a "Fund").
Whereas PIM, PIMSS and PFD wishes to reduce the expenses of each Fund;
and
Whereas each Fund wishes to have PIM enter into such an agreement.
Now therefore the parties agree as follows:
SECTION 1 Special Class A Limitations. The expenses attributable to
each class of shares of the Funds listed on Annex B shall be reduced, if
necessary, so that the Ordinary Operating Expenses (as defined below) of each
Fund attributable to such class of shares do not exceed the percentage of
average daily net assets attributable to the applicable class of shares of such
Fund set forth on Annex B. This expense limitation shall be effected first by
PIMSS waiving transfer agency fees and expenses allocated to the applicable
class of shares. If waiving transfer agency fees and expenses alone is not
sufficient to achieve the expense limitation reflected in Annex B, PFD shall
waive Rule 12b-1 fees attributable to the applicable class of shares. In the
event that waiving transfer agency fees and expenses and Rule 12b-1 fees
attributable to a class of shares is not sufficient to achieve the expense
limitation reflected in Annex B, PIM shall reimburse other expenses or waive
other fees ("Fund-wide Expenses") to the extent necessary to further reduce the
expenses attributable to that class of shares to the percentage of average daily
net assets reflected in Annex B. In the event that PIM waives or reimburses any
Fund-wide Expenses, PIM also agrees to waive 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 of shares that required the reduction of
Fund-Wide Expenses. Notwithstanding the forgoing, in the event that pursuant to
Section 2, PIM is waiving or reimbursing Fund-wide Expenses with respect to a
class of shares, the expenses of each class of shares shall be limited first by
waiving or reimbursing Fund-wide Expenses to the extent required by Section 2
and then by waiving class specific expenses.
SECTION 2 Expense Limitations for Other Funds. PIM agrees to limit the
expenses attributable to each class of shares of each Fund listed in Annex C by
waiving Fund-wide Expenses so that the Ordinary Operating Expenses of the Fund
listed in Annex C with respect to the class of shares set forth in Annex C does
not exceed the percentage of average daily net assets attributable to such class
of shares on an annual basis. PIM also agrees to waive Fund-wide Expenses
attributable to any other authorized class of a Fund's shares to the same extent
that such expenses are reduced for the class of shares listed in Annex C. In no
event, shall PFD be required to waive or PIM reimburse any fees payable under a
Rule 12b-1 Plan with respect to the Funds listed in Annex C.
SECTION 3 Amendment or Termination of Expense Limits. PIM may
terminate or modify these expense limitations only in accordance with this
Agreement. PIM agrees that the
expense limitations set forth in Annex B may only be reduced after the date set
forth with respect to such Fund in Annex B; provided, that Pioneer may extend
the date reflected in Annex B from time to time. With respect to the Funds
listed in Annex C, PIM shall be entitled to modify or terminate the expense
limitation 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
the expense limitation with respect to such subsequent fiscal year and such
election is made prior to the effective date of the Trust's post-effective
amendment to its Registration Statement on Form N-1A to incorporate the Funds'
financial statements; provided that this Agreement shall remain in effect at all
times with respect to a Fund 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 a 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 4 Termination of Expense Reimbursement Provisions.
Notwithstanding anything to the contrary in any predecessor to this Agreement,
PIM agrees that it shall not be entitled to be reimbursed for any expenses that
PIM, PIMSS or PFD has waived or limited.
SECTION 5 Ordinary Operating Expenses. For purposes of this Agreement,
Ordinary Operating Expenses means all expenses of the Funds other than
extraordinary expenses, such as litigation, taxes and brokerage commissions.
SECTION 6 Governing Law. 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 25th day of February, 2005.
Each of the Funds Listed on Annex A.
By: /s/ Xxxxxx X. Xxxx
------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
PIONEER INVESTMENT
MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxx
------------------
Name: Xxxxxx X. Xxxx
Title: President and Chief Executive
Officer
Annex A
-------
Pioneer Cullen Value Fund
Annex B
-------
----------------------------------------------------------------------------------------------------
Fund Class A Expense Class B Expense Class C Expense
---- --------------- --------------- ---------------
Limit Limit Limit
----- ----- -----
----------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund 1.25% until 2.15% until 2.15% until
November 1, 2008 November 1, 2006 November 1, 2006
----------------------------------------------------------------------------------------------------
