EXPENSE LIMIT AND REIMBURSEMENT AGREEMENT
Expense Limit and Reimbursement Agreement made as of September 30,
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 September __, 2002 (the "Financial Warranty Agreement"); 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
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, any interest expense incurred by the Fund, income taxes and any other
non-recurring, non-operating expenses incurred by the Fund ("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 Agreementshall 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
- 1 -
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, 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. 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.
- 2 -
In witness whereof, the parties hereto have caused this Agreement to be
signed as of September 30, 2002.
PIONEER PROTECTED PRINCIPAL PIONEER INVESTMENT
PLUS FUND MANAGEMENT, INC.
BY: BY:
- 3 -