EXPENSE LIMIT AND REIMBURSEMENT AGREEMENT made as of November , 1999, 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 THEREFOR the parties agree as follows:
1) PIM agrees to reduce its fees or to reimburse the Fund for its ordinary
operating expenses in order that the total expenses of the Fund (other than
extraordinary expenses, such as litigation) 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 reduce the portion the Fund's expenses attributable
to Class B, Class C and Class Y shares by the same number of basis points such
expenses are reduced for Class A shares.
2) PIM may discontinue such expense limitation at any time by supplementing the
Fund's prospectus prior to such discontinuance and by prior notice to the Board
of Trustees of the Fund. Such limitation will terminate without any action by
PIM in the event that the average net assets of the Fund for a period of 60 days
are $75 million or more.
3) PIM shall keep a record of the amount of expenses for each class of shares
that it waived or reduced 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 1.75% of average daily net assets attributable to Class A shares,
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 total
expenses with respect to Class A shares to exceed 1.75%. PIM shall also be
entitled to reimbursement of the corresponding Prior Expenses attributable to
Class B, Class C and Class Y shares. If total expenses subsequently
exceed 1.75%, the reimbursement of Prior Expenses shall be suspended and, if
subsequent reimbursement of Prior Expenses shall be resumed to the extent that
total expenses do not exceed 1.75% (unless previously terminated by PIM), the
limitation in Section 1 shall be applied).
4) It is not intended by PIM or the Fund that the reimbursement agreement in
Section 3 is considered 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 the Fund's 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.
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 th day of November 1999.
PIONEER TAX- PIONEER INVESTMENT
MANAGED FUND MANAGEMENT, INC.
BY: BY:
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