UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this 24th day of October, 2000, by and
between Pioneer Variable Contracts Trust, a Delaware business trust (the
"Trust"), and Pioneer Funds Distributor, Inc., a Massachusetts corporation (the
"Underwriter").
W I T N E S S E T H
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 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
insurance company separate accounts and certain other qualified investors 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 does hereby grant 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 insurance company separate accounts and certain
other qualified investors. 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 insurance company separate accounts and
other qualified investors.
2. The Underwriter shall offer Shares 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, filed with
the Commission and in effect at the time of the offering, plus any sales charges
as approved by the Underwriter and the Trustees of the Trust and as further
outlined in the Trust's Prospectus. The
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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. 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 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 of the Trust. 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 the Shares of the Trust during the most recent 12 month period exceeded 10%
of all Shares of the Trust sold by the Underwriter during such period.
4. 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 of
beneficial interest of Pioneer shall be personally liable for any of the
foregoing liabilities. The Trust's Certificate of Trust, as amended from time to
time, is on file in the Office of Secretary of State of the State of Delaware,
and a copy of the Trust's Declaration of Trust, as amended from time to time,
has been provided to the Underwriter. The Declaration of Trust describes in
detail the respective responsibilities and limitations on liability of the
Trustees, officers, and holders of Shares of the Trust.
5. This Agreement shall automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
6. 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.
ATTEST: PIONEER VARIABLE CONTRACTS TRUST
/s/ Xxxxxx X. Xxxxx, Sec. By: /s/ Xxxx X. Xxxxx, Xx.
Xxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxxx President
Secretary
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
Xxxxxx X. Xxxxx, Clerk By: /s/ Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx Xxxxx X. Xxxxxxx
Clerk Chairman
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