EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement made as of October 31, 2002, between
Pioneer Investment Management, Inc. (PIM) and Pioneer High Yield Fund (the
"Fund").
Whereas PIM and the Fund are parties to an Expense Limitation and
Reimbursement Agreement, dated February 28, 2001, as amended and restated as of
November 1, 2002 (the "Prior Agreement");
Whereas pursuant to the Prior Agreement, PIM has reduced the expenses
of the Fund from February 25, 2000 through October 31, 2002;
Whereas PIM has determined that the Fund has reached a sufficient size
that limiting its expenses is no longer necessary;
Whereas PIM is not required to limit such expenses after October 31,
2002; and
Whereas PIM is entitled, subject to certain conditions, to be
reimbursed for expenses that it has previously limited in accordance with the
terms of the Prior Agreement.
Now therefore the parties agree as follows:
SECTION 1. In consideration of the expenses that PIM has previously
paid on behalf of the Fund or fees that PIM or its affiliates have earned and
have not been imposed in accordance with the terms of the Prior Agreement (the
"Prior Expenses"), PIM is entitled to be reimbursed for the Prior Expenses under
the Prior Agreement in the following circumstances: If at any future date the
total expenses of the Fund attributable to Class A shares are less than 1.00% of
average daily net assets, PIM shall be entitled to be reimbursed for Prior
Expenses attributable to Class A shares, provided that such reimbursement does
not cause the Fund's Class A expenses to exceed 1.00% of average daily net
assets. 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
Class A expenses subsequently exceed 1.00% of average daily net assets, the
reimbursement of Prior Expenses shall be suspended until the Fund's expenses
attributable to Class A shares are again less than 1% of average daily net
assets. Each class will reimburse PIM no more than the amount by which that
class' expenses were reduced. Notwithstanding anything in this Agreement or the
Prior Agreement to the contrary, the Fund shall not reimburse PIM for any Prior
Expense more than three (3) years after the Prior Expense was incurred.
SECTION 2. PIM has elected in accordance with the Prior Agreement to
terminate its obligation to limit the Fund's expenses effective October 31,
2002. The Fund acknowledges such termination and PIM's continuing right to
reimbursement of the Prior Expenses in accordance with the Prior Agreement.
SECTION 3. PIM and the Fund will supplement the Fund's prospectuses
currently in effect to reflect the terms of this Agreement.
SECTION 4. It is not intended by PIM or the Fund that the reimbursement
agreement in Section 1 shall be an obligation of the Fund unless and until the
total expenses of the Fund
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attributable to Class A shares are less than 1.00% of average daily net
assets. PIM understands that such total expenses may never be reduced to such
level and there is no assurance that the Prior Expenses shall be reimbursed. In
addition, PIM shall have the right to terminate this Agreement at any time upon
notice to the Fund. The obligations of the Fund under this Agreement terminate
on October 31, 2005. This Agreement automatically terminates without obligation
by the Fund upon termination of the Management Contract between PIM and the
Fund.
SECTION 5. This Agreement supersedes all prior agreements between the
Fund and PIM with respect to expense limitations by PIM and reimbursement by the
Fund of Prior Expenses.
SECTION 6. 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 31st day of October, 2002.
PIONEER HIGH YIELD PIONEER INVESTMENT
FUND MANAGEMENT, INC.
BY: /s/ Xxxxxx X. Xxxxxx BY: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Executive Vice President President
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