Expense Limit Agreement

     Expense Limit Agreement made as of _______, 2005 between Pioneer Investment
Management, Inc. ("PIM") and Pioneer Cullen Value 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;

     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 1.25% 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 any other authorized
class of 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 Agreement
only in accordance with this Agreement. PIM agrees that the Expense Limitation
shall not be modified or terminated on or before November 1, 2008. PIM shall be
entitled to modify or terminate the Expense Limitation after November 1, 2008
and any subsequent fiscal year 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. This Agreement shall be governed by the laws of the State of
Delaware.

                                       -1-




     In witness whereof, the parties hereto have caused this Agreement to be
signed as of the ___ day of ________, 2005.



PIONEER CULLEN VALUE FUND                        PIONEER INVESTMENT
                                                 MANAGEMENT, INC.



By:____________________________                  By:___________________________

         Vincent Nave                                    Vincent Nave
         Treasurer                                       Vice President



                                       -2-