Exhibit 8
UNDERWRITING CONTRACT
THIS AGREEMENT, dated this 30th day of January, 1990, by and between
Pioneer II ("Pioneer") and Pioneer Funds Distributor, Inc., a Massachusetts
corporation (the "Underwriter").
1. Pioneer, a Massachusetts business trust, is a registered open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and has filed a 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 1993, as amended.
2. 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. The Underwriter is registered as a
broker-dealer with the Commission and is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD").
3. The parties hereto deem it mutually advantageous that the
Underwriter should act as Principal Underwriter, as defined in the 1940 Act, for
the sale of shares of beneficial interest of Pioneer to the public.
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 Pioneer ("Shares") for the 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 Pioneer's Shares, to be calculated as
described in the Registration Statement including the Prospectus filed with the
Commission (collectively the "Prospectus") which is in effect at the time of the
offering, plus sales charges as approved by the Underwriter and the Trustees of
Pioneer and as outlined in the Prospectus. Such 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, reinvestment 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 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 in the Prospectus and such concession shall be
generally the same for broker-dealers providing comparable levels of sales and
service.
4. Shares purchased by the Underwriter from Pioneer shall be delivered
to The First National Bank of Boston, Boston, Massachusetts, Agent for the
Underwriter at its offices in Boston, against payment in New York or Boston of
funds of the full amount represented by the net asset value as calculated. All
purchases by the Underwriter are subject to confirmation by Pioneer.
5. This contract may be terminated by either party hereto upon sixty
days written notice.
6. This contract shall terminate on December 31 of any year in which
its terms and renewal have not been approved by majority vote of the Trustees of
Pioneer voting in person, including a majority of its Trustees who are not
parties to this contract or interested persons (as that term is defined in the
0000 Xxx) of any such parties (other than as Trustee of Pioneer) at a meeting of
Trustees called for the purpose of voting on such approval.
7. The parties to this contract acknowledge and agree that all
liabilities arising, directly or indirectly, under this contract, of any and
every nature whatsoever, including without limitation, liabilities arising in
connection with any agreement of Pioneer or its Trustees as set forth herein to
indemnify any party to this contract or any other person, if any, shall be
satisfied out of the assets of Pioneer and no Trustee, officer or holder of
Shares 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 the Secretary of State of The Commonwealth of Massachusetts. Such
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 contract 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 contract 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 30th day of January, 1990.
Attest: PIONEER II
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
Secretary Treasurer
Attest: PIONEER FUND DISTRIBUTOR, INC.
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
Secretary Treasurer
