EXPENSE LIMIT AND REIMBURSEMENT AGREEMENT
Expense Limit and Reimbursement Agreement made as of November 20, 2000,
between Pioneer Investment Management, Inc. (PIM) and Pioneer Tax-Managed 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 therefore the parties agree as follows:
SECTION 1. PIM agrees to limit the Fund's expenses (the "Expense
Limitation") by waiving PIM's fees and/or reimbursing the Fund for the Fund's
ordinary operating expenses so that the total expenses of the Fund (other than
extraordinary expenses, such as litigation, taxes, brokerage commissions, etc.)
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 Pioneer Funds Distributor, Inc. 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 Expense Limitation only in
accordance with this Agreement. PIM agrees that the Expense Limitation shall not
be modified or terminated during the remainder of the fiscal year in which this
Agreement is executed. 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 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
the 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 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 the Expense Limitation, 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 Class A
expenses to exceed the Expense Limitation. 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 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 Class A expenses do not exceed the Expense Limitation (unless previously
terminated
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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.
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 such 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 TAX-MANAGED PIONEER INVESTMENT
FUND MANAGEMENT, INC.
BY: /s/ Xxxxx X. Xxxxxxx BY: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
Executive Vice President President
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