UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this 10th day of March, 2006, by and
between Pioneer Independence Fund, a Delaware statutory trust (the "Trust"), and
Pioneer Funds Distributor, Inc., a Massachusetts corporation (the
"Underwriter").
WITNESSETH
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WHEREAS, the Trust is registered as an open-end 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 engages in the purchase and sale of securities
both as a broker and a 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 the Trust 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, the Trust and the Underwriter do hereby agree as follows:
1. The Trust hereby grants to the Underwriter the right and option to
purchase shares of beneficial interest of each class of each Portfolio of the
Trust (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 the Trust 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 for each
class of Shares as described in the Registration Statement, including the
prospectus(es) (the "Prospectus(es)"), 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 the Trust and as further outlined in the Trust's
Prospectus(es). The offering price shall be subject to any provisions set forth
in the Prospectus(es) 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
service.
4. 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
the Trust 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 at any time, without payment of
any penalty, by the Trust on sixty (60) days' written notice to the Underwriter,
or by the Underwriter upon similar notice to the Trust. 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 the Shares. Finally, this Agreement may also be terminated by the Trust
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 Shares during
the most recent 12-month period exceeded 10% of all Shares sold by the
Underwriter during such period.
5. The compensation for the services of the Underwriter as a principal
underwriter under this Agreement shall be:
With respect to Class P Shares (i) that part of the sales charge which
is retained by the Underwriter after allowance of discounts to dealers
as set forth, if required, 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 the Class P Distribution Plan
for each Portfolio of the Trust which may be in effect.
With respect to Class A Shares (i) that part of the sales charge which
is retained by the Underwriter after allowance of discounts to dealers
as set forth, if required, 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 the Class A Distribution Plan
for each Portfolio of the Trust which may be in effect.
With respect to Class C Shares (i) that part of any front-end sales
charge which is retained by the Underwriter after allowance of
discounts to dealers as set forth, if required, in the Registration
Statement, including the Prospectus, filed with the Commission and in
effect at the time of the offering, as amended, (ii) the Distribution
Fee, if any, payable from time to time to the Underwriter under each
Portfolio of the Trust's Class C Distribution Plan and (iii) the
contingent deferred sales charge payable with respect to Class C Shares
sold through the Underwriter as set forth in the Registration
Statement, including the Prospectus, filed with the Commission and in
effect at the time of the sale of such Class C Shares.
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With respect to Class Y Shares, the Underwriter shall not be entitled
to any compensation.
With respect to any future class of Shares, the Underwriter shall be
entitled to such consideration as the Trust and the Underwriter shall
agree at the time such class of Shares is established.
6. Nothing contained herein shall relieve the Trust 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 the Trust or 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 the Trust and that no Trustee, officer or holder of Shares shall
be personally liable for any of the foregoing liabilities. The Trust's Agreement
and Declaration of Trust, as it may be amended or restated from time to time,
describes in detail the respective responsibilities and limitations on liability
of the Trustees, officers and holders of Shares.
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.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers and their seals to be hereto
affixed as of the day and year first above written.
PIONEER INDEPENDENCE FUND
ATTEST
By:/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxx
Secretary Executive Vice President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
By:/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx
Clerk Executive Vice President
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