[G:\EDGAR\PERIODIC\CUSTOGR7.RTF]
CUSTODIAN AGREEMENT
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BETWEEN
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PIONEER FUNDS DISTRIBUTOR, INC.
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AND
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[_________________________________]
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TABLE OF CONTENTS
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PAGE
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I. PIONEER INDEPENDENCE PLANS AND CUSTODIANSHIP...............................2
A. PIONEER INDEPENDENCE PLANS............................................2
1. NATURE OF PIONEER INDEPENDENCE PLANS............................2
2. CHANGES IN PIONEER INDEPENDENCE PLANS...........................2
B. CUSTODIAN.............................................................3
1. QUALIFICATION...................................................3
2. CUSTODIANSHIP...................................................5
3. TERMINATION OF CUSTODIANSHIP....................................5
II. CUSTODIAN'S FUNCTIONS....................................................8
A. PROCESSING OF PLANHOLDER INVESTMENTS..................................8
1. ISSUANCE OF NEW PLANS...........................................8
2. APPLICATION OF INVESTMENTS UNDER ISSUED AND OUTSTANDING PLANS...9
3. ADDITIONAL NOTICES.............................................10
4. REINVESTMENT OF DIVIDENDS......................................12
5. ADVANCE INVESTMENTS............................................12
6. EXTENDED INVESTMENT OPTION.....................................13
7. CHANGES IN FACE AMOUNT.........................................14
8. RIGHTS OF ACCUMULATION.........................................15
9. PLAN REINSTATEMENT PRIVILEGE...................................16
10. TAX-QUALIFIED RETIREMENT ACCOUNTS.............................17
11. RECORDKEEPING..................................................17
B. PROCESSING OF REFUNDS, SURRENDERS, WITHDRAWALS, LIQUIDATIONS,
TRANSFERS, ASSIGNMENTS AND COMPLETIONS...............................18
1. GENERAL........................................................18
2. REFUND.........................................................18
3. EIGHTEEN MONTH SURRENDER.......................................19
4. PARTIAL WITHDRAWAL AND LIQUIDATION.............................20
5. SYSTEMATIC WITHDRAWAL PROGRAM..................................21
6. TRANSFER OR ASSIGNMENT.........................................22
7. TERMINATION OF PLANS...........................................22
8. COMPLETION.....................................................24
C. PURCHASE, SALE, MAINTENANCE, VOTING AND SUBSTITUTION OF FUND SHARES..26
1. PURCHASE AND SALE OF FUND SHARES...............................26
2. MAINTENANCE....................................................29
3. STATEMENTS.....................................................30
4. VOTING OF FUND SHARES..........................................30
5. SUBSTITUTION...................................................30
6. FURNISHING OF INFORMATION......................................31
D. DUTIES...............................................................32
1. DUTIES.........................................................32
E. FEES AND CHARGES.....................................................33
1. REMUNERATION...................................................33
2. PAYMENTS TO SPONSOR............................................34
III. SPONSOR'S FUNCTION.....................................................34
A. ADMINISTRATION OF PIONEER INDEPENDENCE PLANS.........................34
1. GENERAL........................................................34
2. OPERATIONS.....................................................34
3. COMPLIANCE.....................................................34
4. INITIAL PAYMENT................................................35
5. CREATION AND SALES CHARGES.....................................35
7. PLANS IN DEFAULT...............................................36
8. PLAN CANCELLATIONS.............................................36
B. FURNISHING OF DOCUMENTS, FORMS AND INFORMATION.......................36
C. SUBSTITUTION OF THE UNDERLYING INVESTMENT............................38
1. PROCEDURE......................................................38
IV. FUNCTIONS OF SPONSOR AND CUSTODIAN......................................39
A. PLANHOLDER INQUIRIES.................................................39
V. MISCELLANEOUS............................................................40
A. ASSIGNMENT...........................................................40
B. INDEMNIFICATION BY THE SPONSOR.......................................40
C. COMMUNICATIONS.......................................................41
D. COUNTERPARTS........................................................41
E. INSPECTION...........................................................42
F. SCHEDULES............................................................42
G. AMENDMENT............................................................42
H. CONSTRUCTION.........................................................42
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CUSTODIAN AGREEMENT
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AGREEMENT made this _____ day of ________, 199__, between Pioneer Funds
Distributor, Inc., a Massachusetts corporation with its office at 60 State
Street, Boston, Massachusetts (hereinafter called the "Sponsor") and [____
____________________________], a [_________________________] having an office at
[_________________], [____], [___________] (hereinafter called the "Custodian").
WITNESSETH:
WHEREAS, the Sponsor is registered as a broker-dealer with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended (hereinafter, the "1934 Act"), is a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") and was formed to
sell investment company products to other registered broker-dealers; and
WHEREAS, Pioneer Independence Plans is a unit investment trust
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), providing for the accumulation of shares of Pioneer Independence Fund
(the "Fund"); and
WHEREAS, the Fund is a Delaware business trust registered as an
open-end management investment company under the 1940 Act; and
WHEREAS, the Sponsor desires to obtain the services of the Custodian in
connection with the administration of Pioneer Independence Plans providing for
investment in shares of the Fund or shares of other open-end management
investment companies as herein provided;
NOW, THEREFORE, in consideration of their mutual covenants herein set
forth, the parties hereto agree as follows:
I. PIONEER INDEPENDENCE PLANS AND CUSTODIANSHIP
A. PIONEER INDEPENDENCE PLANS.
1. NATURE OF PIONEER INDEPENDENCE PLANS. The Sponsor intends to offer
Pioneer Independence Plans for the accumulation of shares of the Fund (all such
shares being hereinafter called the "Fund Shares"), or any other shares
substituted therefor, under the terms of Pioneer Independence Plans . Holders of
each Pioneer Independence Plan (a "Plan") issued under Pioneer Independence
Plans are hereinafter called "Planholders." Issuance and transfer of the Plans
will be by book entry only.
2. CHANGES IN PIONEER INDEPENDENCE PLANS. Each Plan shall be governed
by the terms and conditions set forth in the prospectus for such Plan in effect
at the time such Plan was issued (the "Prospectus"). Pioneer Independence Plans
are subject to such changes in form and content as the Sponsor may effect from
time to time. No changes in the terms and conditions of any previously issued
and outstanding Plan which will adversely affect any material right of a
Planholder thereof may be made without notice to, and consent of, the
Planholder. Any such changes in Pioneer Independence Plans affecting the
implementation of the provisions of this Agreement shall be acknowledged by the
Sponsor and the Custodian. The Sponsor or Custodian may substitute other shares
for Fund Shares on the conditions provided in Sections II(C)(5) and III(C)
below.
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B. CUSTODIAN.
1. QUALIFICATION.
a. The Custodian and any successor Custodian shall be a bank or trust
company, as defined under the 1940 Act, having at all times an aggregate
capital, surplus and undivided profits in excess of $2,000,000. The Custodian
covenants that it has now, and agrees that so long as it acts as Custodian under
any Plan it shall continue to have, such qualifications.
b. All monies received by the Custodian under or pursuant to any provision
of this Agreement or any Plan or other instrument referred to herein shall be
held by the Custodian as a deposit for the purposes for which they were paid or
are held, and the Custodian shall not be under any liability for interest on any
such monies, except such as it may agree to pay thereon.
c. The Custodian shall be obligated to perform such duties and only such
duties as are specifically set forth in this Agreement and the Prospectus, and
no implied obligations shall be read into this Agreement or the Prospectus
against the Custodian, and in the absence of bad faith on its part, the
Custodian may conclusively rely, as to the truth of the statements and the
correctness of the representations made therein, upon any instruments,
certificates, opinions or other writings furnished to the Custodian and
conforming to the requirements hereof. The Custodian shall not be responsible in
any manner whatsoever for the correctness of the covenants of the Custodian
herein, or recitals
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in the Prospectus made solely by the Sponsor. The Custodian makes no
representations as to the Prospectus or the securities issued in connection
therewith, or the validity thereof, and the Custodian shall incur no liability
or responsibility with respect to any such matters. The Custodian shall not be
responsible for any actions or inactions of, and may rely on information,
records, documents or services (including functions performed by the Sponsor
under Section II. (D)(1)(h) of this Agreement) that have been taken or have
failed to be taken, prepared, maintained or performed by, the Sponsor or any
other person authorized by the Sponsor on behalf of the Custodian, the Sponsor
or Pioneer Independence Plans.
d. The Custodian may, at the same time it acts hereunder, act in any one or
more of the following capacities: as registrar, transfer agent and custodian for
the issuer of Fund Shares, as agent for the parties or for the Planholders or
the Sponsor, or the issuer of Fund Shares, and in other capacities customary for
banks on behalf of these persons and of others dealing with them.
e. The Custodian may consult with legal counsel to be selected with
reasonable care by the Custodian (who may be counsel to the Sponsor) and the
Custodian shall not be liable for any action taken, omitted or suffered by it in
good faith in accordance with the advice of such counsel. Whenever in the
performance of its duties hereunder the Custodian shall deem it necessary or
desirable, a matter may be proved or established by a certificate signed by any
two officers of the Sponsor and delivered to the Custodian, and such certificate
shall be fully warranted to the Custodian for any action taken, suffered or
omitted by or in reliance thereon. The Custodian may, in the absence of bad
faith on its
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part, rely and shall be protected in acting upon any request, letter or
transmittal, certificate, opinion of counsel, statement, instrument, report,
notice, consent, order, Plan or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or
parties. The Custodian shall be liable for its willful misconduct or negligence.
2. CUSTODIANSHIP. The Custodian accepts the custodianship hereunder
with respect to Plans issued after the date of this Agreement and shall continue
custodianship on the terms and conditions set forth in this Agreement and in the
Prospectus applicable to such Plans, provided that the Custodian may require the
Sponsor to furnish the following items to the Custodian as a condition to
accepting custodianship with respect to a Plan:
a. Evidence satisfactory to the Custodian that the Sponsor has
taken all necessary action to satisfy the requirements of the
Securities Act of 1933, as amended (the "1933 Act") and the 1940 Act in
connection with the offer and issuance of the Plans; that the Sponsor
is registered as a broker-dealer under the 1934 Act and is a member in
good standing of the NASD; that the Fund Shares are the subject of a
currently effective registration statement under the 1933 Act; and that
the Sponsor has complied with all other federal and state regulatory
requirements respecting the offer and issuance of the Plans.
b. Such additional documents, certificates and opinions as the
Custodian may reasonably require.
3. TERMINATION OF CUSTODIANSHIP.
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a. Replacement of Custodian by Sponsor; Assumption of
Administrative Functions by Sponsor (Existing Plans and/or New Plans).
The Sponsor shall have the right, upon at least 90 days' written notice
to the Custodian, to substitute, as custodian, both under Pioneer
Independence Plans issued and still in force and/or under any Pioneer
Independence Plans issued thereafter, whether such Pioneer Independence
Plans are otherwise identical with that issued under this Agreement or
not, any other bank or trust company having the qualifications
prescribed in Section I(B)(1)(a) above. The Sponsor shall further have
the right, by giving written notice to the Custodian 90 days prior to
the event, to assume such administrative functions with respect to
Pioneer Independence Plans as may be mutually agreed by the Sponsor and
the Custodian.
Upon such termination, the Sponsor shall bear the cost of all
reasonable out-of-pocket expenses associated with the movement of
materials and records. Additionally, the Custodian reserves the right
to charge for any other reasonable expenses associated with such
termination, provided that the Custodian advises the Sponsor of such
additional charges in advance.
b. RESIGNATION BY CUSTODIAN (EXISTING PLANS AND/OR NEW PLANS).
The Custodian shall have the right to resign as custodian under any
existing Plan at any time but only if either: (a) the securities and
other property in which the funds of the Planholders are invested have
been completely liquidated and the proceeds of such liquidation have
been distributed to the Planholders; or (b) a successor custodian,
meeting with the approval of the Sponsor and having the qualifications
prescribed in Section
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I(B)(1)(a) above, has been designated by the resigning Custodian
or the Sponsor and the successor custodian has accepted such
custodianship.
Notwithstanding the above, the Custodian shall have the right,
upon at least 90 days' written notice to the Sponsor, to terminate its
obligation to accept any new Pioneer Independence Plans for
custodianship hereunder
In addition, the obligation of the Custodian to accept any new
Pioneer Independence Plans for custodianship hereunder shall terminate
if the Sponsor: (1) fails to maintain an effective registration
statement under the 1933 Act covering the issuance of Pioneer
Independence Plans; (2) fails to cause the requirements of the 1940 Act
to remain satisfied in connection with the issuance of Pioneer
Independence Plans; (3) has its membership in the NASD or its
registration as a broker-dealer under the 1934 Act canceled, revoked or
suspended for more than 120 days for any cause involving failure on the
part of an executive officer or director of the Sponsor to follow
ethical standards or serious neglect of his or her duty to require
representatives to follow such standards; or (4) defaults in the
performance of any other duty, covenant or agreement contained in this
Agreement and such default shall remain unremedied for 30 days after
written notice thereof shall have been given to the Sponsor by the
Custodian (except with respect to item (3), for which such remedy
period shall be 120 days).
c. RECORDS. In connection with any termination of custodian-
ship, the Custodian shall furnish such records and other information as
the Sponsor and any
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successor custodian reasonably believe to be necessary or appropriate
to effect the termination.
II. CUSTODIAN'S FUNCTIONS
A. PROCESSING OF PLANHOLDER INVESTMENTS.
1. ISSUANCE OF NEW PLANS. Upon receipt by the Custodian or its agent of:
(1) an application for a Plan (a "Plan Application") in a form designated by the
Sponsor, and (2) a check or other order for the payment of money representing
the initial investment under a Plan by the Planholder thereof, the Custodian
shall:
a. Establish a Plan account ("Plan Account") for such Planholder that
reflects the face amount of the new Plan;
b. Forward for collection such check or other order for the payment
of money as hereinafter provided in Section (II)(2)(a); and
c. Forward to the Planholder by first-class mail, the Custodian's
letter of transmittal and notice conforming to the requirements of Section
27(f) of the 1940 Act, Rule 27f-1 thereunder (or any successor rule) and as
described in the Prospectus, such other explanatory information or
communication to the Planholders as may be furnished by the Sponsor, and
forward to the Planholder or, if requested by the Sponsor, to the Sponsor
for forwarding to the Planholder, by first - class mail any notice of the
right of refund or surrender, as provided in Sections II(B)(2), (3) and (4)
below. Such forms of notice shall be approved in writing by the Sponsor.
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2. APPLICATION OF INVESTMENTS UNDER ISSUED AND OUTSTANDING PLANS. Upon
receipt by the Custodian or its agent of any Plan investment that is made in
accordance with the applicable Prospectus, including any investment being made
pursuant to an extended investment option, the Custodian shall:
a. Forward for collection any check or other order for
the payment of money representing such investment. In the event that
any check or other order for the payment of money received by the
Custodian from a Planholder is returned unpaid for any reason, the
Sponsor agrees that the amount thereof shall be forthwith charged by
the Custodian to the Plan Account of the Planholder with the Custodian.
The Custodian shall forthwith place a stop order against the Fund
Shares purchased with the amount so charged and held in the Plan
Account of the Planholder, and such Fund Shares shall thereafter be
held by the Custodian for the account of the Sponsor and subject to its
instructions including, but not limited to, any instructions by the
Sponsor to redeem the Fund Shares purchased with such check or other
order for payment of money. The Custodian shall notify the Planholder
of any such returned check and send a copy of such notice together with
the returned check to the Sponsor (if the returned item is an order for
payment of money, the Custodian shall send the notification of the
unpaid order). The Custodian shall impose a fee for any such returned
checks or orders in accordance with the terms of the Plan Prospectus.
b. Deduct from the payment the amount of any applicable
original issue, stock transfer, sales or other taxes and apply such
amounts to the purchase of the necessary tax stamps or to payments to
the proper taxing authorities, as the case may be.
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c. Deduct therefrom the applicable fees of the Sponsor and the
Custodian as set forth in Schedules A and B to this Agreement
applicable to such Plan. Such deductions shall be credited to the
Sponsor or the Custodian, as the case may be.
d. Apply, within two business days unless impracticable, the
balance of the investment to the purchase of Fund Shares, at net asset
value next determined (to be computed to two decimal places) after
receipt of the investment in good order, and credit the Plan Account
with the number of Fund Shares so purchased.
e. Prepare and mail to the Planholder a receipt in a form to
be approved by the Sponsor, and which complies as to form and delivery
with the requirements of Rule 10b-10 of the 1934 Act (or any successor
rule), and which receipt shall show the following: the Plan account
number; the amount of the investment received; the date of receipt; the
front-end sales load (the "Creation and Sales Charge") deducted, if
applicable; the price paid per Fund Share; the number of full and
fractional Fund Shares purchased after the deductions; the total number
of Fund Shares then held by the Custodian for the Planholder; and the
due date of the Planholder's next investment. The receipt of the
purchase of Fund Shares shall be mailed promptly by the Custodian to
the Planholder, and to the Planholder's investment dealer.
3. ADDITIONAL NOTICES.
a. REMINDER NOTICES. The Custodian shall mail to each Plan-
holder who has not elected an automatic investment option prior to the
Planholder's investment date a
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remittance form and, unless otherwise agreed to, a
return envelope to be used with the Planholder's next
investment. Such form of notice shall be approved in writing
by the Sponsor.
b. PAST DUE INVESTMENT NOTICES. On a periodic basis as
agreed to from time to time by the Custodian and the
Sponsor, the Custodian shall prepare and mail to the
Planholder a notice of past due investment in accordance
with the Prospectus and applicable law. Such form shall be
approved in writing by the Sponsor. The Custodian shall
provide to the selling broker-dealer, or in the absence of
such, the Sponsor, a duplicate of each such notice sent to
any Planholder.
c. REFUND NOTICES. The Custodian shall also mail to
each Planholder any notice(s) required by Section 27(e) of
the 1940 Act and Rule 27e-1 thereunder (or any successor
rule) and shall be in accordance with the terms and
conditions of the Prospectus. Such form of notice shall be
approved in writing by the Sponsor.
d. TERMINATION NOTICES. In the event that a Plan is
being terminated by the Sponsor or the Custodian in
accordance with the terms of the Prospectus and this
Agreement, the Custodian shall also mail or deliver to the
affected Planholder a notice of termination. The Custodian
will provide the selling broker-dealer or, in the absence of
such, the Sponsor with a duplicate of each such notice sent
to any Planholder. Such form of notice shall be approved in
writing by the Sponsor.
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e. OTHER NOTICES. The Custodian shall also mail or
deliver to each Planholder any other notices required by any
applicable federal or state law, rule or regulation, in such
form and by such means as are required under such law, rule
or regulation. The form of any such notice shall be approved
in writing by the Sponsor.
4. REINVESTMENT OF DIVIDENDS. The Custodian shall reinvest all
dividends and capital gain distributions received on the Fund Shares held by it
as Custodian for each Planholder, after deduction therefrom the applicable fees
set forth in the attached Schedules and/or specified in the Prospectus, and any
applicable taxes required by law or elected by a Planholder to be withheld, in
accordance with the terms of the Prospectus, in Fund Shares on the dividend
payment date, at the net asset value, determined on that date, as provided in
Section II(C)(1) below, unless the Planholder has instructed the Custodian, in
writing, at least seven days prior to the record date, to pay the dividends or
distributions in cash directly to the Planholder.
5. ADVANCE INVESTMENTS. A Planholder may complete his or her Plan ahead
of schedule by making one or more Plan investments in advance of their due
dates, but only in accordance with the terms and conditions of the applicable
Prospectus. Advance investments shall be first applied to satisfy the obligation
of the Planholder to pay for his or her next succeeding Plan investment or
investments. Thereafter, the Custodian shall, unless timely advised to the
contrary by the Sponsor, invest the balance of any advance investment, after
authorized deductions, in additional Fund Shares as of the close of business on
the business day that such accelerated investment is received. The Custodian
shall, if so instructed by the Sponsor, redeem all or a portion of the Fund
Shares purchased with such advance investment and remit the proceeds
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of such redemption to the Planholder. There is no reduction in the Creation
and Sales Charges for advance investments. Advance investments do not accelerate
in any way the due dates of unpaid Plan investments; such unpaid investments
will be considered to be due on that date on which they would have originally
been required if all prior Plan investments (whether or not in fact made in
advance) had been made when respectively due. Upon receipt by the Custodian of a
permissible advance investment by any Planholder, the Custodian shall:
a. Process the investment as provided in Section II (A)
(2) above.
b. Apply the balance of the investment to the next
succeeding monthly Plan investment or investments in the order due
under the Plan.
6. EXTENDED INVESTMENT OPTION. A Planholder who owns any completed Plan
may make additional investments, without completing a new Plan Application,
thereby activating the extended investment option, subject to deductions in
accordance with the terms and conditions of the applicable Prospectus. The
Planholder must make the 181st investment within the six-month period, unless
such limitation has been waived by the Sponsor, after the 180th investment date
in order to activate the extended investment option; failure of a Planholder to
make the 181st investment within such six-month period after being credited for
any advance investments made under the option will result in the Planholder's
forfeiture of his or her right to make additional investments under the extended
investment option, and the Plan will be considered to have been completed. In
addition, failure of a Planholder, during the extended investment option period,
to make any investment during any six-month period (after any credit for any
accelerated investment)
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may result in the Planholder's forfeiture of his or her right to make any
investments under the extended investment option, and the Plan will be
considered to have been completed.
All Plans exercising the extended investment option shall terminate
after the 300th investment made under the Plan.
7. CHANGES IN FACE AMOUNT. A Planholder may change the Plan face amount
initially selected upon issuance of a Plan to a new Plan face amount offered by
the Sponsor, but only in accordance with the terms and conditions of the
applicable Prospectus. Plans are only available in face amounts offered by the
Sponsor, as set forth in the Prospectus. If such a change in the Plan face
amount is approved by the Sponsor, the Custodian shall make appropriate changes
to the Planholder's Account. Changes in the face amount of a Plan shall be
implemented by the Custodian only upon receipt of:
a. written instructions from the Planholder, Sponsor or
selling broker-dealer, as applicable, as to the increase or decrease in
Plan face amount, which instructions shall set forth the Plan Account
number and registration, the face amount of the new Plan, the amount of
each monthly investment under the new Plan, the number of Plan
investments which are to be credited to the new Plan, and the amount,
if any, of the adjustment in Creation and Sales Charges resulting from
the change in Plan face amount, which adjustment shall be effected at
the time of the issuance of the new Plan, and such other information as
may be reasonably requested by the Custodian. Such adjustment shall be
in accordance with the terms of the applicable Prospectus and shall be
effective concurrently
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with the change in Plan face amount, I.E., at the time the Plan is
adjusted to reflect the new face amount;
b. in the case of an increase in a Plan face amount, payment
by check or other order for the payment of money in the amount of the
first Plan investment to be made under the increased face amount for
the Plan, as specified in the applicable Prospectus, unless such
investment is reduced or waived by the Sponsor;
c. if the total investments made on the original Plan are not
an integral multiple of the monthly Plan investments required on the
amended Plan, a check or other order for the payment of money in the
sum that is required by the Sponsor to enable the remaining monthly
investments (after giving credit for investments already made) to equal
the face amount of the amended Plan.
8. RIGHTS OF ACCUMULATION. A Planholder may accumulate Plans for
reduced Creation and Sales Charges, but only in accordance with the terms and
conditions of the applicable Prospectus. The face amounts of two or more Plans
purchased at one time by "any person," as defined in the applicable Prospectus
may be combined to take advantage of the lower Creation and Sales Charges
available on larger purchases. In addition, a Planholder purchasing any new Plan
or increasing the face amount of any existing Plan(s) may qualify for a reduced
Creation and Sales
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Charge on the new Plan by combining the face amount of the new Plan with
the face amounts of existing Plans on which Plan investments due are current
and/or with the current value of assets held in accounts in other Pioneer mutual
funds for which Pioneering Management Corporation or one of its affiliates
serves as investment adviser. To qualify for the reduced Creation and Sales
Charges, all of the Plan Applications for the new Plans involved must be
submitted to the Sponsor at the same time together with a request in writing
that the face amounts of such Plans and/or asset values of such Pioneer mutual
fund accounts be cumulated for the purpose of determining the applicable
Creation and Sales Charge for the new Plan. If such a reduction in the Creation
and Sales charge is approved by the Sponsor, the Custodian shall make
appropriate changes to the Planholder's Account. In the event investments in one
or more of such Plans are discontinued, the remaining Creation and Sales Charge
will be changed to reflect the charges applicable to the Plan that is still in
effect.
The face amounts of any Plans which have been completed (and not
liquidated) or on which investments are current may be aggregated with the face
amount of a Plan being purchased by "any person" to ascertain the Creation and
Sales Charge applicable to the Plan being purchased. To qualify for a reduced
Creation and Sales Charge, the Sponsor must be notified by the dealer or the
Planholder at the time of placing the order that the Planholder qualifies for
the reduced Creation and Sales Charge. If such a reduction in the Creation and
Sales charge is approved by the Sponsor, the Custodian shall make appropriate
changes to the Planholder's Account.
9. PLAN REINSTATEMENT PRIVILEGE. A Planholder who has terminated his or
her Plan may exercise a Plan reinstatement or replacement provision, which
provides for reinvestment of a specified amount in the Plan, but only in
accordance with the terms and conditions of the applicable Prospectus. If the
Plan reinstatement privilege is exercised, neither the total number of monthly
Plan investments to be made nor the unpaid balance of monthly Plan investments
due under the Plan will be affected. Any such reinstatement or replacement order
received by the
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Custodian or its agent shall be processed by the Custodian and credited for
the Plan Account of such Planholder in accordance with the terms and conditions
of the applicable Prospectus, this Agreement and the 1940 Act.
10. TAX-QUALIFIED RETIREMENT ACCOUNTS. A Plan may be used by qualified
individuals who wish to establish Plan Accounts for tax-qualified retirement
plans or by an individual who wishes to register a Plan as an Individual
Retirement Account (an "IRA").
11. RECORDKEEPING.
The Custodian will prepare and maintain complete up-to-date records of the
performance of its duties hereunder, on magnetic media or otherwise, including
records showing a separate Plan Account for each Planholder, and the name and
address of the Planholder; the number, date and amount of each investment made
by the Planholder; the date and amount of all dividends and distributions
received by the Custodian on Fund Shares held for the account of the Planholder;
any amounts withheld from withdrawals under a Plan in accordance with the
Internal Revenue Code of 1986, as amended, and any regulations thereunder (or
successor regulations); and all deductions made and the number of Fund Shares
acquired and held by the Custodian for the account of the Planholder. These
records shall be maintained and preserved in accordance with applicable
requirements of Section 31 of the 1940 Act and rules thereunder (or any
successor rule), and in accordance with state securities laws ("Blue Sky laws")
applicable to records kept with regard to the Plans. Such records shall be made
available to the Sponsor for inspection or audit via magnetic media or at the
office of the Custodian at all reasonable times.
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B. PROCESSING OF REFUNDS, SURRENDERS, WITHDRAWALS, LIQUIDATIONS, TRANSFERS,
ASSIGNMENTS, TERMINATIONS AND COMPLETIONS.
1. GENERAL. The Custodian shall liquidate Fund Shares in a Planholder's
Plan Account, as provided in Section II(C)(1) below, and pay the proceeds, plus
additional amounts, if any, to the Planholder within the time set forth in the
applicable Prospectus. The Sponsor shall not suspend redemption or postpone
payment of redemption proceeds more than seven days after such date of receipt,
except during any period when: (a) the New York Stock Exchange, Inc. (the
"Exchange") is closed, other than for customary weekends and holidays; (b)
trading on the Exchange is restricted; (c) an emergency exists as a result of
which disposal by the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund to fairly determine
the value of the net assets of its portfolio; or (d) the Securities and Exchange
Commission, by order, so permits.
2. REFUND. A Planholder has the right for 45 days to surrender his or
her Plan in accordance with Section 27 of the 1940 Act and the terms and
conditions of the applicable Prospectus. Upon surrender the Custodian will
accept the return of the Plan and the Planholder will receive a refund of all
charges deducted from his or her Plan investments and the net asset value of the
Fund Shares held in his or her Plan Account at the time. The 45-day period shall
run from the date on which the Planholder is mailed a notice (described in
Section II(A)(1)(c) above) of his or her refund rights, a statement of charges
to be deducted from projected investments, and a form for exercising the refund
right, which information shall be mailed by the Custodian within 60 days after
the issuance of the Plan, to the date of receipt of the Plan by the Sponsor. The
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Custodian shall inform the selling broker-dealer or, in the absence of such, the
Sponsor in the event such refund procedures are initiated with respect to any
Planholder Account.
3. EIGHTEEN MONTH SURRENDER. A Planholder has the privilege for 18 months
to surrender his or her Plan, but only in accordance with Section 27 of the 1940
Act and the terms and conditions of the applicable Prospectus. Upon surrender,
the Planholder will receive a payment in an amount that is the sum of: (1) the
net asset value of the Fund Shares held in his or her Plan Account at the time;
and (2) a refund of the amount by which the Creation and Sales Charges deducted
from Plan investments exceed 15% of the Plan investments made up to the date of
the surrender of the Plan. In the event the Plan is surrendered, the Custodian
shall liquidate Fund Shares and pay the proceeds to the Planholder who has
exercised the foregoing privilege. Any excess Creation and Sales Charge amount
due the Planholder shall be paid to the Custodian by the Sponsor for refund to
the Planholder. The Planholder shall not be entitled to be refunded any
Custodian fees previously paid. The 18-month period shall run from the date on
which the Plan is issued. The Planholder must request a refund in writing. The
request must be signed by the Planholder and be addressed to the Custodian. A
cancellation request involving a Plan Account with a current asset value of
$100,000 or more (or any other amount specified in the applicable Plan
Prospectus) will require a signature guarantee for all Planholders by an
acceptable guarantor as described in the Prospectus or as shall otherwise be
approved by the Custodian and Sponsor (hereinafter referred to as an "Approved
Guarantor"). The Custodian will send to the Planholder a notice (described in
Section II(A)(1)(c) above) within 30 days following the expiration of 15 months
after the date of the issuance of a Plan if the Planholder has missed three Plan
investments or more. The Custodian will also send to the Planholder a notice
prior to the
-19-
expiration of the 18-month period described above if the Planholder has
missed one Plan investment or more after the expiration of the 15-month period
but prior to the expiration of the 18-month period. (If the Custodian has
already sent a notice at 15 months, a second notice will not be required even if
additional investments are missed.) These notices will inform the Planholder of
the Planholder's rights of cancellation as set forth above, of the value of the
Plan at the time the notice is sent and of the amount to which the Planholder is
entitled. The Custodian shall inform the selling broker-dealer or, in the
absence of such, the Sponsor, in the event such refund procedures are initiated
with respect to any Planholder Account.
4. PARTIAL WITHDRAWAL AND LIQUIDATION. A Planholder may make a partial
cash withdrawal from his or her Plan Account, but only in accordance with the
terms and conditions of the applicable Prospectus. The holder of a Plan which
has been established for at least 45 days may withdraw or liquidate part of the
Fund Shares held in his or her Plan account without terminating the Plan,
subject to the following:
a. The Planholder making a partial withdrawal of his or her
Fund Shares may direct the Custodian to transfer the Fund Shares held
in the Plan Account registered in his or her name to an identically
registered Pioneer Independence Fund account. Following a partial
withdrawal, the Planholder may, at any time prior to the termination of
the Plan under which his or her Plan Account was established, redeposit
the same number of Fund Shares.
b. A Planholder may also partially liquidate by directing the
Custodian, as Planholder's agent, to sell or redeem part of the Fund
Shares held in his or her Plan
-20-
Account and to forward the net proceeds to the Plan-
holder. Following a partial liquidation, the Planholder may, at
any time prior to the termination of the Plan under which his or her
Plan Account was established, redeposit an amount equal to the net
proceeds withdrawn and have the Custodian purchase Fund Shares at net
asset value for his or her Plan Account as provided in Section II(C)(1)
below. Cash must be redeposited for cash received on liquidation.
Any such request for a withdrawal received by the Custodian or
its agent shall be processed by the Custodian, and proceeds shall be
payable by the Custodian to such Planholder, in accordance with the
terms and conditions of the applicable Prospectus and the 1940 Act.
Following a partial cash withdrawal, a Planholder is permitted to
exercise a restoration or replacement privilege with respect to such
withdrawal if and to the extent such restoration or replacement is
provided for in the applicable Prospectus. Upon receipt by the
Custodian or its agent of any investment identified by the Planholder
as being a replacement or restoration of a partial withdrawal for the
account of a Planholder and that is made in accordance with the
applicable Prospectus, the Custodian will process and credit such
payment to the Plan Account in accordance with this Agreement, the
applicable Prospectus, and the 1940 Act.
5. SYSTEMATIC WITHDRAWAL PROGRAM. A Planholder may elect to establish a
systematic withdrawal program, after the Planholder has completed all regularly
scheduled Plan investments or from an incomplete Plan if the withdrawals are to
be taken from a Plan that is part of an IRA and the Planholder has reached age
59 1/2, but only in accordance with the terms and conditions of the
-21-
applicable Prospectus. Under a systematic withdrawal program, the
Planholder can elect to receive monthly or quarterly payments in any amount of
$50 or more. To provide funds for payments to be made under a systematic
withdrawal program, the Custodian, as agent for the Planholder, will redeem Fund
Shares held in the Planholder's Plan Account at the net asset value in effect at
the time of each such redemption. All systematic withdrawal program transactions
will be made as of the end of the day specified for the withdrawal by the
Planholder (or, if such day is not a business day, the first business day after
that date). The Planholder may change the amount of payments under a systematic
withdrawal program or discontinue the program at any time.
While a systematic withdrawal program is in effect, the Planholder may
not elect to receive dividends and distributions on Fund Shares held in his or
her Plan account in cash.
6. TRANSFER OR ASSIGNMENT. A Planholder may make a transfer or
assignment of his or her right, title, and interest in the entire plan, but only
in accordance with the terms and conditions of applicable Prospectus. Any such
request for a transfer or assignment received by the Custodian or its agent
shall be recorded by the Custodian in accordance with the terms and conditions
of the applicable Prospectus until the assignee shall have notified the
Custodian that the transfer or assignment has terminated. The terms of any such
transfer or assignment shall be subject to the applicable Prospectus. During the
term of the transfer or assignment, such Planholder shall retain those rights
specified in applicable Prospectus.
7. TERMINATION OF PLANS. Plans may be terminated only in accordance with
the terms and conditions of the applicable Prospectus. Plans may be terminated
under the following circumstances:
-22-
a. TERMINATION BY PLANHOLDER. A Planholder may at any time
terminate his or her Plan by surrendering the Plan to the Custodian,
but only in accordance with the terms and conditions of the applicable
Prospectus.
b. TERMINATION BY SPONSOR OR CUSTODIAN. Neither the Sponsor
nor the Custodian may terminate a Plan until such time as is specified
in the applicable Prospectus, unless and to the extent that conditions
specified in the Prospectus applicable to such Plan and permitting such
termination have been satisfied. If a Plan is in a state of default or
delinquency, as defined in the applicable Prospectus, either the
Sponsor or the Custodian may terminate such Plan in the manner provided
in such Prospectus.
c. TERMINATION UNDER OTHER CIRCUMSTANCES. Pioneer Independence
Plans shall be terminated if Fund Shares cannot be purchased for more
than 120 days, and neither the Sponsor nor the Custodian substitutes
another investment medium as provided in Sections II(C)(5) and III(C),
below. If a Planholder fails to consent to a substitution by the
Custodian pursuant to Section II(C)(5)(b), below, the Custodian may
consider the Plan terminated.
d. PLAN TERMINATION PROCEDURES. In connection with the
termination of any Plan in accordance with the provisions of the
applicable Prospectus and this Agreement, the Custodian will furnish
the Planholder and the Sponsor with a notice of termination showing all
changes in such Planholder's Plan Account since the date of the last
previous statement issued by the Custodian, and the Planholder shall
thereafter have no further claim against the Custodian, except as may
be set forth in such statement, and shall not be
-23-
entitled to any further accounting. In the event of termination of a
Plan, liquidation of the Plan Account and final payment to the Plan-
holder shall be effected by the Custodian in accordance with the
applicable Prospectus.
8. COMPLETION. The options described below are available for the
disposition of the Fund Shares from a completed Plan. If the disposition of Fund
Shares is such that all of the Fund Shares held in a Plan are transferred or
liquidated, the Planholder shall be deemed to have no further rights under the
Plan, except in accordance with the terms of the applicable Prospectus.
a. The Planholder may elect to have the Custodian hold the
Fund Shares for 15 years from the date of issuance of the Plan, plus an
additional 10 years, and neither the Custodian nor the Sponsor may
terminate the custodianship except in accordance with the terms of the
applicable Prospectus;
b. The Planholder may elect to have the Fund Shares held in
his or her Plan Account transferred to a Pioneer Independence Fund
account registered in the Planholder's name, at which time the
Planholder will be deemed to have no further rights under the Plan
except as described in the applicable Prospectus;
c. The Planholder may elect to have the Fund Shares in his or
her Plan Account redeemed and the cash proceeds paid to the Planholder
directly; or
d. The Planholder may elect to have the Fund Shares in his or
her Plan Account redeemed in accordance with the systematic withdrawal
program established in
-24-
connection with the Plan on a monthly or quarterly basis in amounts
of $50 or more and have the cash proceeds paid to the Planholder
directly.
The Custodian and the Sponsor agree that no Plan may be terminated by
the Sponsor or the Custodian for a period of 15 years from the date of issue so
long as the Planholder continues to make investments in accordance with the
terms of the applicable Prospectus. After expiration of 15 years from the date
of issue of the Plan, or after the 300th investment if the Planholder has
exercised the option to extend the custodianship, the Custodian shall include
with the next to last confirmation statement a notice to the Planholder advising
the Planholder to exercise the privilege of complete withdrawal within 60 days.
In the event of the Planholder's failure to exercise the privilege of
complete withdrawal, the Custodian in its discretion may, as agent for the
Planholder, (a) surrender for liquidation all Fund Shares in the Planholder's
Plan Account or (b) redeem sufficient Fund Shares to pay all authorized
deductions. The remaining Fund Shares and/or cash (after payment all authorized
deductions), will be held by the Custodian for delivery to the Planholder. Upon
surrender of the Plan to the Custodian, the Custodian will deliver to the
Planholder a confirmation statement for his or her full Fund Shares after
transferring such Fund Shares to a Pioneer Independence Fund account registered
in the name of the Planholder and any balance of cash, or if all Fund Shares
have been sold, the net redemption proceeds less any additional authorized
deductions. No interest shall be payable upon any funds held by the Custodian
pending the surrender of the Plan.
If the Planholder fails to surrender the Plan for a period of 60 days
after the sending of the termination notice, the Custodian in its discretion,
acting as agent for the Planholder, may mail to
-25-
the Planholder a check for all cash standing to the Planholder's credit and
surrender for liquidation such Fund Shares, if any, held in the Planholder's
Plan Account, and the Planholder will be deemed to have no further rights under
the Plan.
In the event a check and/or a confirmation statement for Fund Shares
cannot be delivered to the Planholder as described above, the Custodian shall
hold the cash or the Fund Shares in trust subject only to the escheatment laws.
C. PURCHASE, SALE, MAINTENANCE, VOTING AND SUBSTITUTION OF FUND SHARES.
1. PURCHASE AND SALE OF FUND SHARES.
a. Purchases and sales of Fund Shares by the Custodian pursuant
to this Agreement shall be made in accordance with applicable law, the
Prospectus, the Fund's Prospectus and the Sponsor's Distribution
Agreement with the Fund.
b. All purchases of Fund Shares by the Custodian pursuant to the
provisions of this Agreement shall be made from the Fund, or its
issuing agent (or any underwriter of Fund Shares with which the
Sponsor may contract for such purpose) at the net asset value of the
Fund next determined after the time of purchase as calculated by
Pioneering Management Corporation (or any successor thereto) in
accordance with the terms of the Fund's then current Prospectus. The
Custodian shall be entitled to presume conclusively that the price so
set with respect to any Fund Shares purchased by the Custodian is said
net asset value.
-26-
c. Funds received by the Custodian to be applied to the purchase
of Fund Shares at the net asset value per share determined as
described in Section II(C)(1)(a) shall, unless impracticable, be
applied to such purchase within two business days after the receipt by
the Custodian of said investments payments, dividends or
distributions.
d. All sales of Fund Shares by the Custodian, as agent, pursuant
to the provisions of this Agreement, shall be made by deposit of the
Fund Shares with the Fund or its duly authorized agent together with a
request that the Fund Shares be repurchased at the net asset value of
the Fund next determined after receipt of a proper redemption request
as calculated by Pioneering Management Corporation (or any successor
thereto) in accordance with the terms of the Fund's then current
Prospectus, so long as the privilege of redemption at net asset value
is available to holders of Fund Shares as set forth in the Fund's then
current Prospectus. Whenever, pursuant to the provisions of this
Agreement, Fund Shares are to be sold or redeemed, the Custodian shall
first withdraw the Fund Shares from the custodianship hereunder and,
as agent for the Planholder, shall sell or redeem said Fund Shares by
depositing them for repurchase as set forth above. Anything herein to
the contrary notwithstanding, (i) the Custodian, as agent for the
Planholders, is authorized to offset sales and purchases for all of
the Planholders on a business day and, accordingly, to place with the
Fund or its agent a net purchase order for the excess of purchases
over sales, or a net sale order for the excess of sales over
purchases; and (ii) any such sales of Fund Shares in connection with a
Plan termination, a withdrawal of Fund Shares by a Planholder, or an
exercise of an exchange privilege by a Planholder, shall be effected
by the Custodian in accordance with the terms and conditions of the
applicable Prospectus.
-27-
e. Issuance and transfer of Fund Shares will be by book entry
only.
f. The Fund shall make the net asset value per share for Fund
Shares available to the Custodian as soon as reasonably practicable
after the net asset value per share is calculated and shall use its
best efforts to make such net asset value per share available by 7
p.m. Boston time each Business Day. For the purposes of this section
of the Agreement, "Business Day" shall mean any day on which the
Exchange is open for regular trading and on which the Fund calculates
its net asset value pursuant to the rules of the Securities and
Exchange Commission.
g. Fund shall furnish notice as soon as reasonably practicable
(by wire or telephone, followed by written confirmation) to the
Custodian of any income, dividends, or capital gain distributions
payable on Fund Shares.
Consistent with the foregoing, the Custodian shall enter a gross
purchase and sale order for full and fractional Fund Shares (in two decimal
places) at the net asset value next determined for all Planholder requests to
invest in, transfer or redeem Fund Shares under Pioneer Independence Plans
which, pursuant to the terms and conditions of the Prospectus, the Custodian
received in good order prior to the close of trading on the Exchange, normally 4
p.m. Boston time. Such orders shall be forwarded to the Fund by 11 a.m. Boston
time on the next following Business Day. The Custodian shall pay for Fund Shares
on the same Business Day an order to purchase Fund Shares is transmitted to the
Fund. Payment shall be in federal funds transmitted by wire to the Fund to be
received by 11:00 a.m. Boston time of the Business Day the Fund is notified of
the purchase order for Fund Shares. If payment in federal funds for any purpose
is not received or is
-28-
received by the Fund after 11:00 a.m. Boston time on such Business Day, the
Custodian shall promptly, upon the Fund's request, reimburse the Fund for any
charges, costs, fees, interest or other expenses incurred by the Fund in
connection with any advances to, or borrowings or overdrafts by, the Fund, or
any similar expenses incurred by the Fund, as a result of portfolio transactions
effected by the Fund based on such purchase request. For purposes of this
section, upon receipt by the Fund of the federal funds so wired, such funds
cease to be the responsibility of the Custodian and shall become the
responsibility of the Fund.]
2. MAINTENANCE. The Custodian shall have possession of and shall
segregate and hold in trust, or shall hold in book share form, where applicable,
all securities and other properties in which the funds of the Planholders are
invested on behalf of the Planholders, all monies held for such Plan
investments, any redemption to the Planholders or other special funds for
payments to the Planholders, and all income and distributions upon, accretions
to and proceeds of such securities and funds, subject only to the deductions
specified in this Agreement or in the Prospectus, until distribution thereof to
the Planholders in accordance with the terms and conditions of the applicable
Prospectus. The Custodian also will effect partial or complete liquidation of
Plans in connection with withdrawals or terminations. The Custodian is
authorized to commingle payments and dividends for all Fund Shares held by it
hereunder and to direct all Fund Shares to be registered in its name or the
names of its nominees. Nothing herein shall be construed to allow the Custodian
to commingle the Fund Shares, funds, or securities with those of any plans other
than the Pioneer Independence Plans specifically covered herein. The Custodian
shall maintain a separate record for each Plan established by a Planholder,
showing the number of Fund Shares (to two decimal places) and the amount of
cash, if any, to the credit of each Plan
-29-
Account. Such records shall be maintained separate and apart from the
Custodian's corporate records.
All monies deposited with or received by the Custodian hereunder shall
be held by it without interest as part of the custodianship until required to be
disbursed in accordance with the provisions of this Agreement or of Pioneer
Independence Plans.
3. STATEMENTS. The Custodian shall render statements to the Sponsor at
such time and in such form as may be agreed upon by the parties hereto showing,
for each Plan Account in which transactions were effected during the specified
period, the Plan number, the amount and date of the Plan investment(s) received,
the number of such investment(s), the deductions made, the balance applied to
the purchase of Fund Shares for each Plan Account and the number of Fund Shares
purchased.
4. VOTING OF FUND SHARES. The Custodian will provide notice to
Planholders of all Pioneer Independence Fund shareholder meetings, together with
proxy statements. The Custodian shall vote Fund Shares held under any Plan in
accordance with the Planholder's instructions contained in a voting instruction
card provided with the proxy statement or in accordance with the terms of the
applicable Prospectus.
5. SUBSTITUTION.
a. BY SPONSOR. The Sponsor may effect substitution of Fund
Shares as provided in Section III(C), below.
-30-
b. BY CUSTODIAN. If Fund Shares cannot be purchased by the
Custodian for more than 120 days, and the Sponsor fails to substitute
shares, the Custodian may select another investment medium which it
deems to be comparable to the Fund Shares and, to the extent required,
subject to prior approval of the Securities and Exchange Commission to
the extent required by the 1940 Act. The Custodian shall notify each
Planholder in writing that the substitution will be made if the
Planholder, within 30 days, gives written consent to the Custodian and
agrees to bear his or her reasonable pro-rata share of the Custodian's
related expenses, including tax liability sustained by the Custodian.
The Planholder's failure to give such written consent within the 30 day
period shall give the Custodian authority to terminate the Plan
Account.
If the Fund Shares are not available for purchase for a period
of 120 days or longer, and neither the Sponsor nor the Custodian
substitutes other shares, the Custodian shall have the authority,
without further action on its part, to terminate the Plan.
c. NOTICE. The Custodian or the Sponsor shall, within five days
after any substitution, deliver or mail to each Planholder a notice of
substitution, including an identification of the Fund Shares
eliminated and the securities substituted, and a specification of the
Fund Shares of such Planholders affected by the substitution.
6. FURNISHING OF INFORMATION. The Custodian shall furnish such records and
other information regarding Pioneer Independence Plans and the custodianship as
the Sponsor may reasonably believe necessary or appropriate for the
administration of the Plans, as provided in Section III below.
-31-
D. DUTIES.
1. DUTIES. The Custodian shall:
a. Mail to each Planholder a confirmation of Fund Shares
purchased, stating the purchase price per Fund Share, number of Fund
Shares purchased after applicable deductions, and the total number of
Fund Shares held for the Planholder's Plan Account;
b. Mail to each Planholder a notice of the next investment
due;
c. Upon the instruction of the Sponsor or the Fund, mail to
each Planholder such prospectuses, periodic financial reports, dividend
statements, tax notices and notices of meetings and other proxy
soliciting materials as are required by law or regulation; the cost of
such mailings shall be reimbursed to the Custodian by the Sponsor or
the Fund;
d. Cause periodic audits of the books of the Custodian
relating to the custodianship of Pioneer Independence Plans to be made
at least annually by independent certified public accountants selected
by the Sponsor and reasonably satisfactory to the Custodian, and more
frequently, if required by law or regulation;
e. Prepare and file such reports and returns as are
required by law or regulation to permit the custodianship to continue
in operation;
f. Answer all inquires from Planholders concerning their
Plans;
-32-
g. Furnish to the Internal Revenue Service and to each Planholder
all required returns relating to dividends or other distributions to
such Planholder's Plan Account(s) for federal income tax reporting
purposes; and
h. Any and all duties of the Custodian enumerated in the
foregoing provisions of Section II for which the Custodian assumes
primary responsibility may be delegated by the Custodian to the
Sponsor. Upon the written request of the Sponsor, the Custodian will
delegate any of its functions described in this Section II or in
Section III. below, provided that such delegation is consistent with
Sections 26 and 27 of the 1940 Act. No other delegation of the
Custodian's duties may be made without the written agreement of the
Sponsor. In the event that the Custodian delegates one or more of its
duties with the consent of the Sponsor, the Custodian shall remain
responsible for the performance of such duties as if any related acts
and/or omissions are its own.
E. FEES AND CHARGES.
1. REMUNERATION. As remuneration for the services to be performed by
the Custodian under this Agreement, the Custodian shall receive the fees,
charges, and reimbursements for expenses as listed in the attached Schedule A to
this Agreement and the applicable Prospectus which charges shall be deducted
from Plan investments or Planholders' Plan Accounts, as specified in the
applicable Prospectus, unless the Custodian is otherwise reimbursed by the
Sponsor.
-33-
In the event of a default by the Sponsor in the performance of any
administrative service relating to the custodianship described in this
Agreement, the Custodian will perform such service for a consideration payable
by or from the account of the Planholders. Such consideration shall not be in
excess of the amount provided for in this Agreement, including Schedules hereto.
Any deductions under the terms of this provision shall be made in accordance
with the terms of Section 26(a)(2) of the 1940 Act and any rules thereunder (or
any successor rules).
2. PAYMENTS TO SPONSOR. No payment to the Sponsor, or to any affiliated
person or agent of the Sponsor, shall be allowed the Custodian as an expense
except for payment to the Sponsor of a delegated duty fee described in the
attached Schedule A.
III. SPONSOR'S FUNCTION
A. ADMINISTRATION OF PIONEER INDEPENDENCE PLANS.
1. GENERAL. The Sponsor agrees to perform the functions required of it by
the terms of this Agreement and the applicable Prospectus.
2. OPERATIONS. The Sponsor will use its best efforts to distribute Pioneer
Independence Plans by entering into sales agreements with other registered
broker - dealers, maintain adequate office facilities and management staff and
keep current records.
3. COMPLIANCE. The Sponsor assumes full responsibility for the
preparation, contents and distribution of the Prospectus, for complying with all
applicable requirements of the 1933 Act and of the 1940 Act and for the
preparation and filing of such other reports or documents as are required by law
or regulation, and covenants and agrees to take all action, and not to omit any
-34-
action, necessary to carry out such responsibilities. The Custodian is not
responsible for the preparation, contents and distribution of the Fund
Prospectus, or for any related compliance. With respect to any duties for which
the Custodian assumes primary responsibility but which it delegates to the
Sponsor, the Sponsor covenants and agrees that the Sponsor will take or cause
its affiliates to take all action, and not to omit any action, necessary to
carry out such duties, and agrees to furnish to the Custodian, upon request,
evidence thereof satisfactory to the Custodian and its counsel. The Sponsor will
use its best efforts to make Fund Shares available for purchase to the Custodian
at net asset value.
4. INITIAL PAYMENT. Upon the sale of each Plan, the Sponsor will
require each selling broker-dealer, not later than the time for the first Plan
investment for the purchase of Fund Shares, to forward to the Custodian: (i) the
Plan Application and (ii) a check payable to the Custodian representing the
initial Plan investment or copies of forms appropriate for the election of an
automatic investment option authorizing the payment of money by wire, by
Automatic Clearinghouse ("ACH"), by Electronic Funds Transfer ("EFT") or
transfer or in some other form acceptable to the Custodian.
5. CREATION AND SALES CHARGES. The Sponsor receives a Creation and
Sales Charge to compensate it for its services and costs in creating the Plans
and arranging for their administration, for making the Fund Shares available to
Planholders at net asset value and for selling expenses and commissions with
respect to the Pioneer Independence Plans. This charge is deducted from the
first 12 investments under a Plan as set forth in the attached Schedule B.
-35-
6. PLANS IN DEFAULT. Upon receipt from the Custodian of a monthly
statement of Planholders specifying those Plans in current default on Plan
investments, the Sponsor will request that the selling broker-dealer endeavor
promptly to have said Planholders remedy their defaults.
7. PLAN CANCELLATIONS. In the event that the Sponsor receives from the
Custodian a notice of Plan cancellation by a Planholder, and such cancellation
is subject under applicable law and the Prospectus to a refund of a portion of
the Creation and Sales Charges previously imposed under the Plan, the Sponsor
shall transmit funds to the order of the Custodian in an amount equal to the
refundable amount calculated in accordance with applicable law and the
Prospectus. The Custodian shall then refund the appropriate amount to the
Planholder.
B. FURNISHING OF DOCUMENTS, FORMS AND INFORMATION.
1. The Sponsor shall furnish to the Custodian and file to the extent
required by law on behalf of the Custodian:
a. FINANCIAL STATEMENTS. As soon as available, a copy of each
audit report and other financial statements relating to the
custodianship of the Pioneer Independence Plans and sufficient reports
and other documents required to be mailed to Planholders under Section
II.
b. TAX RETURNS. Not less than 20 calendar days prior to the
due date thereof, all federal and state income tax returns, and all
other tax returns, if any, required by law to be filed by the Custodian
with respect to its custodianship hereunder, prepared in form for
execution and filing, together with advice concerning the proper
allocation of expenses and
-36-
other items among the Planholders. Such tax returns shall be filed by
the Sponsor on behalf of the Custodian.
c. DISTRIBUTION AGREEMENT. Promptly after the execution thereof,
a copy of any amendment to the Distribution Agreement between the
Sponsor and the Fund and a copy of any new or additional agreement
entered into in lieu thereof.
d. PIONEER INDEPENDENCE PLANS MATERIALS. Draft copies of all
literature, prospectuses, printed matter and other material which
contain any references to the Custodian, except material which is
merely circulated among or sent to employees, stockholders or
representatives of the employees, stockholders or representatives of
the Sponsor and correspondence in the ordinary course of business which
refers in accurate terms to the Custodian's functions with respect to
Pioneer Independence Plans. The Sponsor agrees that none of the
documents specified in this clause shall be reproduced in final form or
distributed until a draft of such documents have been provided to the
Custodian. In the event the Custodian has comments on such drafts, the
Custodian shall comment in writing and transmit such comments to the
Sponsor within 48 hours of receipt of the draft material.
e. DISTRIBUTION REPORTS. Not later than the time specified by
Treasury Regulations for advising Planholders of income and capital
gains distributions of regulated investment companies and within such
time requirements as may be specified by the
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Securities and Exchange Commission or other regulatory agency, printed
forms for reporting distribution to Planholders for income tax
purposes.
C. SUBSTITUTION OF THE UNDERLYING INVESTMENT.
1. PROCEDURE. In the event that the Sponsor substitutes shares of
another investment medium for Fund Shares in accordance with the procedures set
forth in the applicable Prospectus and as required by law, all required notices
shall be prepared by the Sponsor. In connection with such substitution, the
Custodian is authorized to charge against the Plan Account of a Planholder such
Planholder's pro rata share of the expenses (including tax liability) incurred
by the Custodian or the Sponsor, and to pay to the Custodian or to the Sponsor
the amount of such charge attributable to expenses incurred by the Custodian or
the Sponsor, respectively, in connection with the substitution. The Custodian
and the Sponsor shall furnish one another, and make available to Planholders
upon request, a detailed statement itemizing their respective expenses.
The Sponsor may effect substitution of Fund Shares whenever it deems
such substitution to be in the best interests of the Planholders, subject to the
following:
a. SECURITIES AND EXCHANGE COMMISSION. To the extent required,
the Sponsor shall receive prior approval by the Securities and
Exchange Commission for any substitution under the provisions of
Section 26(b) of the 1940 Act.
b. SHARES. The Sponsor may substitute for Fund Shares then
held and yet to be purchased or both. Substituted shares must be
generally comparable in character and
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quality to Fund Shares and must be registered under the 1933 Act. In
the event of a substitution of Fund Shares, the terms "Fund" and "Fund
Shares" as used herein shall be deemed to include the substituted open-
end management company and the substituted shares of such open-end
management company.
c. CUSTODIAN. The Sponsor shall satisfy the Custodian that the
substitute shares may be purchased and redeemed on generally favorable
terms and arrange for the Custodian to acquire substitute shares having
an aggregate value at least equal to that of the Fund Shares replaced.
In addition, the Sponsor shall provide the Custodian with a signed
certificate stating that any appropriate notice of the proposed
substitution has been given to each Planholder according to the terms
of the Prospectus.
d. PLANHOLDERS. The Sponsor shall notify each Planholder in
writing that, unless the Planholder surrenders the Plan to the
Custodian within 30 days of the date of mailing of such notice, the
Planholder will be deemed to have authorized the substitution and
agreed to bear his or her pro rata share of actual related expenses,
if any.
IV. FUNCTIONS OF SPONSOR AND CUSTODIAN
A. PLANHOLDER INQUIRIES.
The Sponsor and the Custodian will respond promptly to each Planholder
inquiry received by the Sponsor and Custodian, respectively, to the extent that
the Sponsor or Custodian, as
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applicable, can respond to such inquiry. In the event that any such inquiry
cannot be responded to, the party receiving such inquiry will refer the inquiry
to the other party to this Agreement.
V. MISCELLANEOUS
A. ASSIGNMENT.
This Agreement shall not be assigned by either of the parties hereto
without the prior written consent of the other party.
B. INDEMNIFICATION BY THE SPONSOR.
The Sponsor, its successors and assigns, shall at all times fully
indemnify and hold harmless the Custodian, its successors and assigns, from any
and all liability, claims, demands, actions, suits, cost or expense of any
nature as the same may arise or be made against or be incurred by the Custodian
from the failure of the Sponsor to comply with any law, rule, regulation or
order of the United States, any state or any other jurisdiction, governmental
authority, body or board having jurisdiction, relating to the sale, registration
or qualification of the Plans or any of them, or the securities sold in
connection therewith. The Fund also agrees to indemnify the Custodian for, and
to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Custodian, arising out of or in
connection with the acceptance hereof or the performance of its duties
hereunder, as well as the costs and expenses of defending against any claim or
liability in the premises, provided that no claim against the Custodian which
might be subject to the foregoing indemnification provisions shall be confessed,
settled or compromised by the Custodian without the Custodian first having given
15 days' notice
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in writing to the Sponsor of the material facts, and provided further that
the Sponsor shall have the right upon written demand delivered to the Custodian
within 15 days following the date of such notice to contest or defend such claim
in the name of the Custodian.
C. COMMUNICATIONS.
All communications provided for hereunder shall be in writing sent by
first class mail or delivered to the respective parties as follows:
PIONEER FUNDS DISTRIBUTOR, INC.
Attention: Robert P. Nault, General Counsel
60 State Street
Boston, MA 02109
[_________________________________]
Attention: _________________________________
[_________________]
[_____, [_______]
provided that either party may, by written notice duly given in accordance
herewith, specify a different address for the purpose hereof.
D. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall be deemed one and the
same instrument.
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E. INSPECTION.
An executed copy of this Agreement and all amendments thereto shall be
kept on file by the Custodian and shall be open to inspection by any Planholder
at any time during the business hours of the Custodian.
F. SCHEDULES.
All references herein to Schedules shall be deemed to refer to
Schedules A and B attached to this Agreement which are hereby expressly made a
part hereof.
G. AMENDMENT.
This Agreement, including but not limited to Schedules A and B hereto,
may be amended from time to time as mutually agreed by the parties hereto in
writing. Notwithstanding the foregoing, this Agreement shall not be amended in
such a manner as to adversely affect the rights and privileges of any Planholder
without first obtaining the Planholder's written consent.
H. CONSTRUCTION.
This Agreement shall be subject to and construed under the laws of the
Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
PIONEER FUNDS DISTRIBUTOR, INC.
By: ____________________________________
(Seal)
Attest:
- ----------------------------
[_________________________________]
By: ____________________________________
(Seal)
Attest:
- ----------------------------
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SCHEDULE A
ACCOUNT FEES AND CHARGES DUE TO CUSTODIAN
The following fees and charges will be deducted from Plan investment or
Plan and paid to the Custodian in accordance with the terms of the Prospectus.
An asterisk (*) denotes fees that the Fund has voluntarily elected to pay to the
Custodian on behalf of the Plans.
SCHEDULE B
FEES AND CHARGES DUE TO SPONSOR
The following fees and charges will be deducted from each Plan
investment or Plan and paid to the Sponsor in accordance with the terms of the
Prospectus.