UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this 24th day of October, 2000, by
and between Pioneer Independence Fund, 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 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 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 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
filed with the Commission and in effect at the time of the offering (the
"Prospectus"), plus sales charges as approved by the Underwriter and the
Trustees of the Trust and as further outlined in the 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 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 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 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 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 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 (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 the Trust which may be in effect. Nothing contained
herein shall relieve the Trust of any obligation under its management contract
or any other contract with any affiliate of the Underwriter.
6. 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 the Trust shall be personally liable for any of the
foregoing liabilities. The Trust's Agreement and Declaration of Trust, as may be
amended from time to time, describes in detail the respective responsibilities
and limitations on liability of the Trustees, officers, and holders of the
Shares.
7. This Agreement shall automatically terminate in the event of its assignment
(as that term is defined in the 1940 Act).
8. 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 seals to be hereto
affixed as of the day and year first above written.
ATTEST: PIONEER INDEPENDENCE FUND
/s/ Xxxxxx X. Xxxxx, Sec. By: /s/ Xxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxxx Xxxx X. Xxxxx, Xx.
Secretary President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
/s/ Xxxxxx X. Xxxxx, Clerk By: /s/ Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx Xxxxx X. Xxxxxxx
Secretary Chairman
