EXPENSE LIMIT AND REIMBURSEMENT AGREEMENT
Expense Limit and Reimbursement Agreement made as of October 29, 2002,
between Pioneer Investment Management, Inc. (PIM) and Pioneer Protected
Principal Plus Fund (the "Fund").
Whereas PIM wishes to reduce the expenses of the Fund during the
Protected Period (as such term is defined in the Financial Warranty Agreement,
dated October 29, 2002 (the "Financial Warranty Agreement"), between the Fund
and Main Place Funding, LLC;
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
the cost of defending or prosecuting any claim or litigation to which the Fund
is a party, together with any amount in judgment or settlement, indemnification
expense, income taxes incurred by the Fund and other non-recurring,
non-operating expenses ("Extraordinary Expenses")) with respect to Class A
shares do not exceed 2.10% per annum of average daily net assets attributable to
Class A shares, with respect to Class B shares do not exceed 2.85% of average
daily net assets attributable to Class B shares and with respect to Class C
shares do not to exceed 2.85% of average daily net assets attributable to Class
C shares. If a Permanent Defeasance Event (as such term is defined in the
Financial Warranty Agreement) shall have occurred, PIM agrees to limit the
Fund's expenses 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) with respect to Class A shares do not exceed 1.65% per
annum of average daily net assets attributable to Class A shares, with respect
to Class B shares do not exceed 2.40% of average daily net assets attributable
to Class B shares and with respect to Class C shares do not to exceed 2.40% of
average daily net assets attributable to Class C shares. For purposes of this
Agreement, the costs of acquisition of portfolio securities, including any
brokerage commission and other Investment Related Expenses (as defined in the
Financial Warranty Agreement), shall not be considered an expense of the Fund.
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 prior to the Maturity Date (as defined in the Fund's
prospectus). PIM shall be entitled to modify or terminate the Expense Limitation
for any period subsequent to the Maturity Date, but only if, PIM elects to
modify or terminate the Expense Limitation with respect to such subsequent
period 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 with respect
to such subsequent period; 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, Class B or Class C shares are less than the applicable
Expense Limitation, PIM shall be entitled to be reimbursed for such Prior
Expenses attributable to such class, provided that such reimbursement does not
cause that class' expenses to exceed the applicable Expense Limitation or create
a PV Shortfall (as defined in the Financial Warranty Agreement) or increase an
existing PV Shortfall, provided further that no payments made to the Fund under
the Financial Warranty Agreement shall be used to reimburse PIM for any Prior
Expenses. If the expenses of any class subsequently exceed the applicable
Expense Limitation, the reimbursement of Prior Expenses shall be suspended and,
if subsequent reimbursement of Prior Expenses of such class shall be resumed to
the extent that expenses do not exceed the applicable Expense Limitation (unless
previously terminated 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 (a) unless and until
the total expenses of the Fund attributable to a class of shares are less than
the Expense Limitation applicable to such class, (b) unless such Prior Expense
was incurred less than three years prior to the reimbursement and (c) if any
payment made to the Fund under the Financial Warranty Agreement would be used to
reimburse PIM for any Prior Expense or (d) if such reimbursement would create a
PV Shortfall or increase an existing PV Shortfall. PIM understands that total
expenses of the Fund attributable to Class A, Class B or Class C shares may
never be reduced below the applicable Expense Limitation 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 October 29, 2002.
Pioneer Protected Principal Pioneer Investment Management, Inc.
Plus Fund, on behalf of its series,
Pioneer Protected Principal Plus Fund
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxx X. Xxxxxxx
Xxxxxxx Xxxx Xxxx X. Xxxxxxx
Treasurer Treasurer
