EXPENSE LIMIT AGREEMENT
Expense Limit Agreement made as of May 6, 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
"Fund").
Whereas PIM, PIMSS and PFD wish 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
the 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 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 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 6th day of May, 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/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Secretary
Annex A
Pioneer Ibbotson Conservative Allocation Fund
Annex B
-------------------------------------- ------------------------- -------------------------- -------------------------
Fund Class A Expense Limit Class B Expense Limit Class C Expense Limit
-------------------------------------- ------------------------- -------------------------- -------------------------
-------------------------------------- ------------------------- -------------------------- -------------------------
Pioneer Ibbotson Conservative 0.78% until December 1, 1.68% until December 1, 1.68% until December 1,
Allocation Fund 2008 2006 2006
-------------------------------------- ------------------------- -------------------------- -------------------------
Annex C
