EXPENSE LIMIT AGREEMENT
Expense Limit Agreement made as of May 1, 2006 and as revised on
November 1, 2012 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, as updated from time to time (each a
"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, as updated from time to
time, 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 as 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.
SECTION 2 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 shall
continue in force until the date set forth with respect to each Fund (and class
thereof) in Annex B; provided, that PIM may extend a date reflected in Annex B
from time to time.
SECTION 3 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 4 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 5 Governing Law. This Agreement shall be governed by the laws
of the State of Delaware.
SECTION 6 Existing Agreements Superseded. In the case of each Fund,
to the extent that this Agreement provides for expense limit arrangements for
the same classes of the Fund to which an existing expense limit agreement
relates (each an "Existing Agreement"), this Agreement shall supersede and
replace the Existing Agreement.
In witness whereof, the parties hereto have caused this Agreement to
be signed as of the 1st day of November 2012.
Each of the Funds Listed on Annex A.
By: /s/ Xxxxxx X. Xxxxxxxxx
________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
PIONEER INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxx
________________________
Name: Xxxxx X. Xxxxxxx
Title: Chief Financial Officer
Annex A
Pioneer Emerging Markets Local Currency Debt Fund
(a series of Pioneer Series Trust VII)
Annex B
Fund Fiscal Regular
Year Prospectus Expense
Class End Date Limit Term
________________________________________________________________________________
Pioneer Emerging A 10/31 8/1 1.20% 3/1/14
Markets Local
Currency Debt Fund
________________________________________________________________________________
C 10/31 8/1 2.10% 3/1/14
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Y 10/31 8/1 0.85% 3/1/14
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