PIONEER FUNDS DISTRIBUTOR, INC.
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SALES AGREEMENT FOR
PIONEER INDEPENDENCE PLANS
Gentlemen:
Pioneer Funds Distributor, Inc. ( "PFD" ), acts as sponsor and principal
underwriter, as defined in the Investment Company Act of 1940 (the "1940 Act"),
for Pioneer Independence Plans ("Plan" or "Plans") for the accumulation of
shares of Pioneer Independence Fund (the "Fund"). The Plans and the Fund are
registered investment companies under the 1940 Act. As principal underwriter for
the Fund, PFD offers to sell Fund shares through the Plans subject to the
conditions set forth in this Agreement and subsequent amendments hereto.
1. Fund shares purchased through PFD for sale to the public through the Plans
shall be offered and sold at the price and on the terms and conditions set
forth in the currently effective prospectuses for the Fund and the Plans,
as amended or supplemented from time to time (the "Prospectus" or
"Prospectuses"). In the sale of Fund shares to the public through the
Plans, you shall act as dealer for your own account or as agent for your
customer and in no transaction shall you have any authority to act or hold
yourself out as agent for PFD, the Fund, the Fund's Custodian, the Plan
Custodian, the Fund's transfer agent or any other party, and nothing in
this Agreement, including the use of the word "commissions," shall
constitute you a partner, employee or agent of PFD or give you any
authority to act for PFD. Neither PFD nor the Fund shall be liable for any
or your acts or obligations as a broker-dealer under this Agreement.
2. Fund shares purchased through PFD for sale to the public shall be purchased
only to cover orders previously received by you from your customers who are
establishing or have established Plan accounts. If you purchase Fund shares
from your customers, you agree to pay such customers not less than the
redemption price in effect on the date of purchase, as defined in the
applicable Fund prospectus. Fund shares may not be purchased for your own
account but may be purchased by an employer-sponsored retirement plan
established for the benefit of your employees or affiliates. Fund shares
shall not be reoffered or sold except to the Fund or PFD. PFD agrees to
purchase Fund shares only for investment or to cover orders received.
3. Only unconditional orders for a designated number of Fund shares or dollar
amount of investment shall be accepted. Procedures relating to handling
orders shall be conveyed to you from time to time. All such orders are
subject to acceptance or rejection by PFD in its sole discretion.
4. In order to assure PFD that you will have sufficient assets to make any
required repayments of commissions required under paragraphs 6, 9, 10 and
11 below, PFD shall initially establish on its books an account in your
name to which shall be credited 10% of the commissions due and payable to
you. PFD shall retain such portion of those commissions as a reserve from
which any claims for refund with respect to Plans sold by you can be paid
in the event you fail to honor any PFD request for such repayment. PFD
shall have the right in its sole discretion to reduce or waive such reserve
requirements on the basis of your refund experience, level of business or
any other circumstances that PFD deems relevant.
5. All applications for the Plans shall be made on application forms approved
or provided by PFD, and all initial investments collected shall be remitted
in full, without deduction of any commission by you, together with such
application forms, signed by each applicant ("Planholder"), to the Plan
Custodian, State Street Bank and Trust Company, by addressing all such
correspondence to Boston Financial Data Services, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Checks or other orders for payment of investments
shall be drawn to the order of State Street Bank and Trust Company. A
separate check or other payment mode shall accompany the application form
submitted for each Plan. After the initial investment has been made and the
Plan has been issued, the Planholder shall make all investments payable to
State Street Bank and Trust Company and send all future investments to the
address stated above, or such other addressee as PFD shall identify to you
in writing.
Promptly upon receipt of payment, Fund shares sold by you under a Plan
shall be deposited by the Custodian to a Plan account on the books of the
Plans registered in accordance with your instructions. Certificates will
not be issued for the Plans or for Fund shares.
6. PFD reserves the right in its sole discretion to reject any Plan
application and return any investment made in connection therewith. PFD
also reserves the right in its sole discretion to give any Planholder the
privilege of canceling a Plan in accordance with any rights described in
the Plans" Prospectus effective at the time of purchase of the Plan. PFD
further reserves the right to refund all or part of any investment or
investments made by any Planholder in the event that it, in its sole
discretion, believes that the solicitation and/or sale associated therewith
was effected in violation of any applicable state or federal law or rule or
regulation of the NASD. In the event of any such refund or refunds, you
shall not be entitled to any commissions thereon, and, if such commissions
have been paid, you shall promptly refund same to PFD or PFD may, at its
option, charge the same against future commissions. To this end, you hereby
grant PFD a lien on any such commissions.
7. On all approved sales of Plans made by you and acceptance of such Plan(s)
by the applicant, you shall earn a commission in accordance with Appendix A
which is attached hereto and made a part of this Agreement. As nearly as
practicable,
commissions will be paid monthly as the Creation and Sales
Charges (as defined in the Plans' Prospectus) applicable to the Plans are
received by PFD from the Custodian. Commissions will be paid only with
respect to Plan investments actually received; no commissions will be paid
with respect to Plan investments scheduled but not made. Your rights to all
commissions on Plan investments made under Plans sold during the term of
this agreement shall survive the termination of this agreement, provided
you are in compliance with paragraph 16 below. Commission checks for less
than $1 will not be issued.
PFD may, from time to time, offer additional commissions or bonuses on
sales of Fund shares through the Plans made by you or your representatives
without otherwise revising this Agreement. Any such additional commissions
or bonuses shall take effect in accordance with the terms and conditions
contained in a written notification to you.
8. Anything herein to the contrary notwithstanding, Appendix A is subject to
change by PFD at any time and from time to time, but no such changes shall
affect amounts payable to you as commissions on Plans accepted by PFD prior
to any such changes. Any such changes shall be communicated by PFD to you
in writing prior to becoming effective.
9. A notice of cancellation right will be mailed to each Planholder within
sixty (60) days after his first investment under a Plan. In the event a
Planholder exercises his right under Section 27 of the 1940 Act to
surrender his Plan within forty-five (45) days after receiving such notice
and to receive the value of the Fund shares held under his Plan plus a
refund of all Creation and Sales Charges paid under the Plan, you shall
promptly refund to PFD any commissions previously paid to you with respect
to such Plan. PFD may, however, at its option, charge such amount against
future commissions receivable by you. To this end, you hereby grant PFD a
lien on any such commissions.
10. In the event a Planholder exercises his right under Section 27 of the 1940
Act to surrender his Plan within the first eighteen (18) months following
its issuance and to receive the value of the Fund shares held in his Plan
account plus amount equal to that part of the excess paid with respect to
that Plan for Creation and Sales Charges which exceeds 15% of the gross
payments made, you shall promptly refund to PFD a portion of the commission
previously paid to you with respect to such Plan as the amount refunded to
the Planholder bears to the total Creation and Sales Charge paid by him
with respect to such Plan. PFD may however, at its option, charge such
amount against future commissions receivable by you. To this end, you
hereby grant PFD a lien on any such commissions.
11. In the event a Planholder exercises his privilege under the Prospectus to
reduce the face amount of his Plan and to receive a refund of all excess
Creation and Sales Charges paid under the Plan or if a refund of excess
Creation and Sales Charges is
due a Planholder by operation of Rights of
Accumulation, you shall promptly refund to PFD any commissions previously
paid to you with respect to such Plan. PFD may, however, at its option,
charge such amount against future commissions receivable by you. To this
end, you hereby grant PFD a lien on any such commissions.
12. You will accept Plan applications only from persons who have received a
copy of the Prospectuses, as issued under the Securities Act of 1933, and
who, to the best of your knowledge and belief, can and will complete all
payments specified in the application. If a Planholder becomes delinquent
in his payments, it shall be your responsibility to contact the Planholder
for the purpose of reinstating the payment schedule.
13. Plans shall be offered and sold in such face amounts calling for such
periodic payments as PFD shall from time to time determine and set forth in
the Plan Prospectus. PFD reserves the right, in its sole discretion, to
suspend, alter, or modify in any way the sale of any of the Plans or to
withdraw the offering of the Plans entirely; provided, however, that in the
event any such suspension, restriction, alteration, or modification results
from other than a state or federal regulatory or statutory requirement, no
such change shall be effected prior to your having been notified of such
change by PFD thirty (30) days prior thereto.
14. No person is authorized or permitted to give any information or make any
representations concerning the Plans or the Fund other than those which are
contained in the Prospectuses and in such other printed information
(including the Statement of Additional Information) as may be subsequently
issued by PFD as information supplemental to the Prospectuses or approved
by PFD in writing for use in connection therewith. You will not use the
words "Pioneer Independence Plans," Pioneer Independence Fund," "Pioneer
Funds Distributor, Inc." or any derivatives of such words, whether in
writing, by radio or television, or any other media, without PFD's prior
written approval. In purchasing Plans or Fund shares from PFD, you shall
rely solely on the representations contained in the Plans' Prospectus and
the Fund's Prospectus and Statement of Additional Information.
15. Copies of the Prospectuses, any printed information issued as supplemental
to the Prospectuses and Plan application forms will be supplied by PFD in
reasonable quantities upon request. All other expenses incurred by you in
connection with activities under this Agreement shall be borne by you.
16. You represent that you are and will remain a member in good standing of the
NASD and agree to abide by all of its rules and regulations, including its
Conduct Rules. Reference specifically made to Rule 2830 of the Conduct
Rules which is incorporated herein as if set forth in full. You further
agree to comply with all applicable state and federal laws and with the
rules and regulations of authorized regulatory agencies thereunder having
jurisdiction. You will not offer the Plans for sale unless it is duly
registered under applicable state and federal statues and the rules and
regulations thereunder.
17. Commissions on the first twelve (12) investments will be paid to you so
long as this Agreement remains in full force and effect or so long
thereafter as you continue membership in the NASD. If you should
voluntarily terminate your membership in the NASD, PFD reserves the right
to assign Plan accounts as to which you are the dealer of record and the
right to receive commissions with respect to such Plan accounts to one of
its other active dealers. Nevertheless, PFD, in its sole discretion, may
pay commissions to you on Plan investments made with respect to such Plan
accounts subsequent to such voluntary termination by you. Notwithstanding
the above, in the event your membership in the NASD is discontinued or
suspended because of disciplinary proceedings by the NASD, the SEC, or
other regulatory bodies, no commissions will be paid on any investment
received during the period of a suspension or after the effective date of
an expulsion or revocation of a membership; provided, however, that in the
event your NASD membership is thereafter reinstated in good standing, or if
such disciplinary action by another regulatory body is thereafter
terminated by same, payment of such commissions to you shall then resume,
if such payment resumption is allowable under applicable law, rules or
organizations.
18. You agree to cooperate as requested with programs that the Fund, PFD or
their affiliates provide to enhance services provided to Planholders
(shareholders who own Fund shares directly or indirectly through the Plans)
and to take an active role in providing such Planholder services, including
but not limited to providing certain information and assistance with
respect to Planholder accounts, responding to Planholder inquiries or
advising us of such inquiries where appropriate.
You agree to assign an active registered representative to each Planholder
account on your and our records and to reassign accounts when registered
representatives leave your firm. You also agree to instruct your
representatives to maintain regular contact with Planholders whose Plan
accounts are assigned to them. With respect to Planholder accounts which
are held in nominee or "street" name, you agree to provide such
documentation and verification that active representatives are assigned to
all such Planholder accounts as PFD may require from time to time.
19. Subject to the terms and conditions set forth in the Fund's prospectus, SAI
and Plan of Distribution under Rule 12b-1 of the 1940 Act, and further
subject to your maintaining satisfactory service to Planholders under
paragraph 18 above (as determined in PFD's sole discretion), you will be
entitled to an annual service fee of up to 0.25% of assets of your clients'
in accounts of the Plans and the Fund, provided such assets have been in
such accounts for a minimum of one year. Service fees will not be paid on
clients' assets resulting from Plan investments subject to Creation and
Sales Charges, even if such payments have been accelerated, until the
assets resulting from each investment have been in the Plan account for one
year. Assets in employer-sponsored retirement plans for the benefit of your
employees or affiliates are not eligible for service fees. Service fees
will normally be paid quarterly.
Provided that you remain a broker-dealer registered with the SEC and a
member in good standing of the NASD, and further provided that you remain
in compliance with the obligations assumed under paragraph 18, service fees
on your clients' assets in accounts in the Plans or the Fund will continue
to be paid to you following termination of this Agreement and will not be
assigned without your consent. It is understood and agreed, however, that
such payments will only be made if permitted by, and at the rate authorized
by, the Fund's Plan of Distribution, the Fund's Trustees, or any law,
regulation or rule that is applicable.
20. Each party hereto has the right to cancel this Agreement at any time upon
five (5) days' written notice to the other.
21. All communications to PFD shall be sent to the address above or to such
other address as PFD may authorize in writing. All communications and/or
notices to you shall be duly given, mailed or telegraphed to you at the
address specified below, or at such other address as you may authorize in
writing.
22. Failure of either party to terminate this Agreement upon the occurrence of
any event set forth in this Agreement as a cause for termination shall not
constitute a waiver of the right to terminate this Agreement at a later
time on account of such occurrence.
23. PFD agrees to use its best efforts to provide to you such information, and
in such form, regarding Planholder's accounts as you may reasonably
request.
24. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, and no modification hereof shall be valid
unless in writing.
25. PFD reserves the right to amend this Agreement upon thirty (30) days'
notice.
26. This Agreement or any monies due or to become due hereunder shall not be
assignable by you without prior written approval by PFD. Any request for an
assignment shall be on a form approved by PFD, which may be obtained from
PFD at the address shown above.
27. This Agreement supersedes and cancels all previous agreements pertaining to
the Plans and the Fund between PFD and you, whether oral or written.
PIONEER FUNDS DISTRIBUTOR, INC.
By: ____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
Date: ___________________________
The undersigned hereby accepts the offer set forth in above letter.
By: ___________________________
Title: ___________________________
Date: ___________________________
RETAIN ONE COPY AND RETURN THE OTHER
g:\funds\periodic\ipdsa2.doc
