UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this 22nd day of June, 1990, by and
between Pioneer Growth Trust ("Pioneer") and Pioneer Funds Distributor, Inc.
(the "Underwriter").
W I T N E S S E T H
WHEREAS, Pioneer, a Massachusetts business trust, is registered as an open
end, diversified, management investment company under the Investment Company Act
of 1940, as amended (the "1940 Act"), and has filed a registration statement
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the purpose of registering shares of beneficial interest for
public offering under the Securities Act of 1933, as amended;
WHEREAS, the Underwriter, a corporation organized under the laws of the
Commonwealth of Massachusetts in 1989, engages in the purchase and sale of
securities both as a broker and dealer and is registered as a broker-dealer with
the Commission and is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD");
WHEREAS, the parties hereto deem it mutually advantageous that the
Underwriter should act as Principal Underwriter, as defined in the 1940 Act, for
the sale to the public of the shares of beneficial interest of the securities
portfolio of each series of Pioneer which the Trustees may establish from time
to time (individually, a "Portfolio" and collectively, the "Portfolios"); and
NOW THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, Pioneer and the Underwriter do hereby agree as follows:
1. Pioneer does hereby grant to the Underwriter the right and option to
purchase shares of beneficial interest of a Portfolio of Pioneer (the "Shares")
for sale to investors either directly or indirectly through other
broker-dealers. The
Underwriter is not required to purchase any specified number of Shares, but will
purchase from Pioneer only a sufficient number of Shares as may be necessary to
fill unconditional orders received from time to time by the Underwriter from
investors and dealers.
2. The Underwriter shall offer Shares to the public at an offering price
based upon the net asset value of the Shares, to be calculated as described in
the Registration Statement, including the Prospectus, filed with the Commission
and in effect at the time of the offering, plus sales charges as approved by the
Underwriter and the Trustees of Pioneer and as further outlined in Pioneer's
Prospectus. The offering price shall be subject to any provisions set forth in
the Prospectus from time to time with respect thereto, including, without
limitation, rights of accumulation, letters of intention, exchangeability of
shares, reinstatement privileges, net asset value purchases by certain persons
and reinvestments of dividends and capital gain distributions.
3. In the case of all Shares sold to investors through other
broker-dealers, a portion of applicable sales charges will be reallowed to such
broker-dealers who are members of the NASD or, in the case of certain sales by
banks or certain sales to foreign nationals, to brokers or dealers exempt from
registration with the Commission. The concession reallowed to broker-dealers
shall be set forth in a written sales agreement and shall be generally the same
for broker-dealers providing comparable levels of sales and services.
4. This Agreement may be terminated by either party upon sixty days'
written notice.
5. This Agreement shall terminate on any anniversary hereof if its terms
and renewal have not been approved by a majority vote of the Trustees of Pioneer
voting in person, including a majority of its Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Underwriting Agreement (the "Qualified Trustees"), at a
meeting of Trustees called for the purpose of voting on such approval. This
Agreement may also be terminated
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at any time, without payment of any penalty, by Pioneer on 60 days' written
notice to the Underwriter, or by the Underwriter upon similar notice to Pioneer.
This Agreement may also be terminated by a party upon five (5) days' written
notice to the other party in the event that the Commission has issued an order
or obtained an injunction or other court order suspending effectiveness of the
Registration Statement covering these shares of Pioneer. Finally, this Agreement
may also be terminated by Pioneer upon five (5) days' written notice to the
Underwriter provided either of the following events has occurred: (i) the NASD
has expelled the Underwriter or suspended its membership in that organization;
or (ii) the qualification, registration, license or right of the Underwriter to
sell shares in a particular state has been suspended or cancelled in a state in
which sales of the shares of Pioneer during the most recent 12-month period
exceeded 10% of all shares of Pioneer sold by the Underwriter during such
period.
6. The compensation for the services of the Underwriter as a principal
underwriter under this Agreement shall be (i) that part of the sales charge
which is retained by the Underwriter after allowance of discounts to dealers as
set forth in the Registration Statement, including the Prospectus, filed with
the Commission and in effect at the time of the offering, as amended, and (ii)
those amounts payable to the Underwriter as reimbursement of expenses pursuant
to any distribution plan for Pioneer which may be in effect. Nothing contained
herein shall relieve Pioneer of any obligation under its management contract or
any other contract with any affiliate of the Underwriter.
7. The parties to this Agreement acknowledge and agree that all liabilities
arising hereunder, whether direct or indirect, of any nature whatsoever,
including without limitation, liabilities arising in connection with any
agreement of Pioneer of its Trustees as set forth herein to indemnify any party
to this Agreement or any other person, if any, shall be satisfied out of the
assets of Pioneer and that no Trustee, officer or holder of shares of beneficial
interest of Pioneer shall be personally liable for any of the foregoing
liabilities. Pioneer's Declaration of Trust, as amended from time to time, is on
file in the Office of Secretary of State of The Commonwealth of
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Massachusetts. The Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
8. This Agreement shall automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
9. In the event of any dispute between the parties, this agreement shall be
construed according to the laws of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: PIONEER GROWTH TRUST
Its:
Secretary President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
Its:
Clerk President
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