As filed with the Securities and Exchange Commission on December 12, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B2
PIONEER INDEPENDENCE PLANS
(Exact Name of Trust)
PIONEER FUNDS DISTRIBUTOR, INC.
(Name of Depositor)
60 State Street, Boston, Massachusetts 02109-1820
(Complete Address of Depositor's Principal Executive Offices)
Robert P. Nault, Esq.
The Pioneer Group, Inc.
60 State Street
Boston, Massachusetts 02109-1820
(Name and Complete Address of Agent for Service)
Copy to:
Jeffrey S. Puretz, Esq.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
Joseph P. Barri, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Approximate date of proposed public offering: As soon as practicable after the
effective date of this registration statement.
Title of securities being registered: Pioneer Independence Plans
The registrant hereby amends this registration statement on such dates as may be
necessary to delay its effective date until the registrant shall file a further
amendment which specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.
<PAGE>
PIONEER INDEPENDENCE PLANS
Reconciliation and Tie of Information in Prospectus
with Items of Form N-8B-2 pursuant to
Instruction 4 of Form S-6
ITEM
NUMBER LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S)
I. 1-9 ORGANIZATION AND GENERAL INFORMATION
1. (a) Cover Page
1. (b) Cover Page
2. The Sponsor
3. The Custodian
4. Cover Page
5. The Sponsor; The Custodian
6. (a) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives; Rights and
Privileges of Planholders
6. (b) The Custodian
7. Omitted pursuant to Instruction 1 of Form S-6
8. Omitted pursuant to Instruction 1 of Form S-6
9. Omitted pursuant to Instruction 3 of Form S-6
II. GENERAL DESCRIPTION OF TRUST AND SECURITIES OF THE TRUST
10. (a) Starting a Pioneer Independence Plan
10. (b) Dividends and Distributions
10. (c) Partial Withdrawal or Redemption Without Termination of the
Plan; Systematic Withdrawal Program; Cancellation and Refund
Rights; Termination of a Plan by the Planholder and
Withdrawal of Shares
10. (d) Partial Withdrawal or Redemption Without Termination of the
Plan; Replacements of Partial Withdrawals; Systematic
Withdrawal Program; Cancellation and Refund Rights;
Termination of a Plan by the Planholder and Withdrawal of
Shares; Replacement Privilege on Termination; Transfer
or Assignment of Rights in a Plan
10. (e) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives; Termination of a Plan by the Sponsor
or Custodian; Replacements of Partial Withdrawals;
Replacement Privilege on Termination
10. (f) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives; Voting Rights in Fund Shares
10. (g) (1) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives; Substitution of the Underlying
Investment
10. (g) (2) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives; Rights and Privileges of Planholders
10. (g) (3) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives; The Custodian
10. (g) (4) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives
10. (h) (1) Substitution of the Underlying Investment
10. (h) (2) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives; The Custodian
<PAGE>
ITEM
NUMBER LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S)
10. (h) (3) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives; The Custodian
10. (h) (4) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives
10. (i) Planholders May Qualify for Reduced Sales Charges; Making
Investments Ahead of Schedule to Complete a Plan Early;
Changing the Face Amount of Your Plan; Extended Investment
Option; Dividends and Distributions; Statements, Reports and
Notices
11. Investment Objective of the Fund
12. (a) Cover Page; Investment Objective of the Fund; The Fund
12. (b) Omitted pursuant to Instruction 3 of Form S-6
12. (c) Fund's Prospectus accompanying the Prospectus for the Plans
12. (d) Fund's Prospectus accompanying the Prospectus for the Plans
12. (e) Omitted pursuant to Instruction 3 of Form S-6
13. (a) (A) (1) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives; Service Charges and Other Fees
13. (a) (A) (2) The Fund
13. (a) (A) (3) Omitted pursuant to Instruction 3 of Form S-6
13. (a) (A) (4) Dividends and Distributions
13. (a) (A) (5) Omitted pursuant to Instruction 3 of Form S-6
13. (a) (B) (1) Creation and Sales Charge Tables; Hypothetical Investment
Table; other relevant information
under Plan Investments and Deductions
13. (a) (B) (2) Fund Annual Expenses (After Expense Limitation); other
relevant information under Plan Investments and Deductions;
Fund's Prospectus accompanying the Prospectus for the Plans
13. (a) (B) (3) Service Charges and Other Fees
13. (a) (B) (4) Service Charges and Other Fees
13. (a) (B) (5) Omitted pursuant to Instruction 3 of Form S-6
13. (a) (C) (1) Service Charges and Other Fees
13. (a) (C) (2) Fund's Prospectus accompanying the Prospectus for the Plans
13. (a) (C) (3) Omitted pursuant to Instruction 3 of Form S-6
13. (a) (C) (4) Omitted pursuant to Instruction 3 of Form S-6
13. (a) (C) (5) Omitted pursuant to Instruction 3 of Form S-6
13. (a) (D) (1) Creation and Sales Charges; Service Charges and Other Fees
13. (a) (D) (2) Fund Annual Expenses (After Expense Limitation); other
relevant information under Plan Investments and Deductions;
Fund's Prospectus accompanying the Prospectus for the Plans
13. (a) (D) (3) Omitted pursuant to Instruction 3 of Form S-6
13. (a) (D) (4) Omitted pursuant to Instruction 3 of Form S-6
13. (a) (D) (5) Omitted pursuant to Instruction 3 of Form S-6
13. (b) Creation and Sales Charge Tables; Hypothetical Investment
Table; other relevant information under Plan Investments and
Deductions
13. (c) Creation and Sales Charge Tables; Hypothetical Investment
Table; other relevant information under Plan Investments and
Deductions; Planholders May Qualify for Reduced Sales
Charges; Changing the Face Amount of Your Plan
13. (d) Creation and Sales Charge Tables; Purchasing Two or More
Plans; Rights of Accumulation
<PAGE>
ITEM
NUMBER LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S)
13. (e) Service Charges and Other Fees
13. (f) Omitted pursuant to Instruction 3 of Form S-6
13. (g) Omitted pursuant to Instruction 3 of Form S-6
14. Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives; Starting a Pioneer Independence Plan;
Rights and Privileges of Planholders
15. Cover Page; Pioneer Independence Plans--Helping Planholders
Meet their Investment Objectives;
Starting a Pioneer Independence Plan; Rights and Privileges
of Planholders
16. Investment Objective of the Fund; Substitution of the
Underlying Investment; The Custodian
17. (a) Partial Withdrawal or Redemption Without Termination of the
Plan; Systematic Withdrawal Program; Cancellation and Refund
Rights; Termination of a Plan by the Planholder and
Withdrawal of Shares
17. (b) Cover Page; Starting a Pioneer Independence Plan; The
Custodian; Fund's Prospectus accompanying the Prospectus for
the Plans
17. (c) Making Investments Ahead of Schedule to Complete a Plan
Early; Extended Investment Option; Termination of a Plan by
the Sponsor or Custodian
17. (c)
18. (a) Omitted pursuant to Instruction 3 of Form S-6
18. (b) Dividends and Distributions
18. (c) Omitted pursuant to Instruction 3 of Form S-6
18. (d) Omitted pursuant to Instruction 3 of Form S-6
19. Statements, Reports and Notices; Taxes; The Custodian
20. (a) The Custodian
20. (b) The Custodian
20. (c) The Custodian
20. (d) Omitted pursuant to Instruction 3 of Form S-6
20. (e) Omitted pursuant to Instruction 3 of Form S-6
20. (f) Omitted pursuant to Instruction 3 of Form S-6
21. (a) Omitted pursuant to Instruction 3 of Form S-6
21. (b) Omitted pursuant to Instruction 3 of Form S-6
21. (c) Omitted pursuant to Instruction 3 of Form S-6
22. Custodian Agreement (exhibit)
23. Response set forth in Form N-8B-2 only
24. Omitted pursuant to Instruction 3 of Form S-6
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. The Sponsor
26. (a) Omitted pursuant to Instruction 3 of Form S-6
26. (b) (1) Fund's Prospectus accompanying the Prospectus for the Plans
26. (b) (2) Fund's Prospectus accompanying the Prospectus for the Plans
26. (b) (3) The Fund; Fund's Prospectus accompanying the Prospectus for
the Plans
26. (b) (4) Omitted pursuant to Instruction 3 of Form S-6
27. The Sponsor; Fund's Prospectus accompanying the Prospectus
for the Plans
28. The Sponsor
29. The Sponsor
30. Omitted pursuant to Instruction 3 of Form S-6
<PAGE>
ITEM
NUMBER LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S)
31. Omitted pursuant to Instruction 3 of Form S-6
32. Omitted pursuant to Instruction 3 of Form S-6
33. Omitted pursuant to Instruction 3 of Form S-6
34. Omitted pursuant to Instruction 3 of Form S-6
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. (A) Omitted pursuant to Instruction 3 of Form S-6
35. (B) Pioneer Independence Plans
35. (C) Omitted pursuant to Instruction 3 of Form S-6
36. Omitted pursuant to Instruction 3 of Form S-6
37. Omitted pursuant to Instruction 3 of Form S-6
38. (a) The Sponsor
38. (b) The Sponsor
38. (c) Pioneer Independence Plans--Helping Planholders Meet their
Investment Objectives
39. (a) The Sponsor
39. (b) The Sponsor
40. Omitted pursuant to Instruction 3 of Form S-6
41. (a) The Sponsor; Fund's Prospectus accompanying the Prospectus
for the Plans
41. (b) Omitted pursuant to Instruction 1 of Form S-6
41. (c) Omitted pursuant to Instruction 1 of Form S-6
42. Omitted pursuant to Instruction 3 of Form S-6
43. Omitted pursuant to Instruction 3 of Form S-6
44. (a) Fund's Prospectus accompanying the Prospectus for the Plans
44. (b) Omitted pursuant to Instruction 3 of Form S-6
44. (c) Creation and Sales Charge Tables; Purchasing Two or More
Plans; Rights of Accumulation
45. Omitted pursuant to Instruction 3 of Form S-6
46. (a) Fund's Prospectus accompanying the Prospectus for the Plans
46. (b) Omitted pursuant to Instruction 3 of Form S-6
47. Investment Objective of the Fund; Substitution of the
Underlying Investment; The Custodian
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. The Custodian
49. Service Charges and Other Fees
50. Omitted pursuant to Instruction 3 of Form S-6
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Omitted pursuant to Instruction 3 of Form S-6
VII. POLICY OF REGISTRANT/REGULATED INVESTMENT COMPANY
52. (a) Substitution of the Underlying Investment
52. (b) Omitted pursuant to Instruction 3 of Form S-6
52. (c) (1) Substitution of the Underlying Investment
52. (c) (2) Substitution of the Underlying Investment
<PAGE>
ITEM
NUMBER LOCATION IN PROSPECTUS OR PROSPECTUS CAPTION(S)
52. (c) (3) Omitted pursuant to Instruction 3 of Form S-6
52. (c) (4) Substitution of the Underlying Investment
52. (c) (5) Substitution of the Underlying Investment
52. (d) Omitted pursuant to Instruction 3 of Form S-6
53. Taxes; Fund's Prospectus accompanying the Prospectus for the
Plans
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Omitted pursuant to Instruction 3 of Form S-6
55. Omitted pursuant to Instruction 3 of Form S-6
56. Omitted pursuant to Instruction 1 of Form S-6
57. Omitted pursuant to Instruction 1 of Form S-6
58. Omitted pursuant to Instruction 1 of Form S-6
59. Omitted pursuant to Instruction 1 of Form S-6
<PAGE>
PROSPECTUS
Pioneer Independence Plans (the "Plans") for the accumulation of shares
of Pioneer Independence Fund (the "Fund") are offered by Pioneer Funds
Distributor, Inc., the sponsor and principal underwriter ("Sponsor"). Under a
Plan, an investor (the "Planholder") makes fixed monthly investments for 15
years (a total of 180 investments), with the option to make additional monthly
investments for up to a total of 25 years (a total of 300 investments). The
Plans are designed to help investors create an investment fund for future
capital or income needs and build equity over a period of years by
systematically investing a modest sum each month in shares of a mutual fund.
Investments under a Plan are applied, after authorized deductions, to
the purchase of Fund shares at net asset value. A Plan should be considered a
long term investment and is not suitable for investors seeking quick profits or
who might be unable to complete a Plan. A front-end sales load, the "Creation
and Sales Charge," is deducted from the first 12 investments. Because of the
Creation and Sales Charge, withdrawal of an investment or termination of a Plan
during the period in which the first 12 investments in a Plan are made will
probably result in a loss to the investor.
The value of a Plan is subject to fluctuations in the value of the
shares of the Fund, which in turn is based upon the value of the securities in
its portfolio. A Plan calls for monthly investments at regular intervals
regardless of the price level of the Fund shares. Planholders should therefore
consider their financial ability to continue investments in a Plan. For a
description of the investment risks associated with the Plan, see the Fund's
Prospectus. Terminating a Plan at a time when the value of the Fund shares then
held is less than the Planholder's cost associated with a Plan will result in a
loss to a Planholder.
SHARES OF THE FUND ARE OFFERED TO THE GENERAL PUBLIC ONLY THROUGH THE
PLANS.
A PLANHOLDER HAS THE RIGHT TO A 45-DAY REFUND OF THE CURRENT VALUE OF
HIS OR HER INVESTMENT, AS WELL AS CERTAIN OTHER LIMITED REFUND RIGHTS FOR
CERTAIN PERIODS OF TIME AND UNDER THE CONDITIONS DESCRIBED IN MORE DETAIL UNDER
THE HEADING "CANCELLATION AND REFUND RIGHTS" ON PAGE __.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS VALID ONLY IF ACCOMPANIED BY THE CURRENT PROSPECTUS
OF THE FUND, WHICH CONTAINS A DESCRIPTION OF THE FUND. BOTH PROSPECTUSES SHOULD
BE READ AND RETAINED FOR FUTURE REFERENCE.
<PAGE>
THE DATE OF THIS PROSPECTUS IS FEBRUARY 12, 1998.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
ii
<PAGE>
TABLE OF CONTENTS
PAGE
----
PIONEER INDEPENDENCE PLANS -- HELPING PLANHOLDERS MEET THEIR
INVESTMENT OBJECTIVES.........................................................1
PLAN INVESTMENTS AND DEDUCTIONS...............................................2
15-YEAR PLAN INVESTMENTS AND DEDUCTIONS.......................................3
TOTAL 25-YEAR PLAN INVESTMENTS AND DEDUCTIONS WHEN EXTENDED
INVESETMENT OPTION IS USED....................................................4
A TYPICAL $100 MONTHLY INVESTMENT SCHEDULE.................................5
INVESTMENT OBJECTIVE OF THE FUND..............................................6
STARTING A PIONEER INDEPENDENCE PLAN..........................................6
CREATION AND SALES CHARGES....................................................6
RIGHTS AND PRIVILEGES OF PLANHOLDERS..........................................7
AUTOMATIC INVESTMENT OPTION................................................7
PLANHOLDERS MAY QUALIFY FOR REDUCED SALES CHARGES..........................7
MAKING INVESTMENTS AHEAD OF SCHEDULE TO COMPLETE A PLAN EARLY..............8
CHANGING THE FACE AMOUNT OF YOUR PLAN......................................8
PARTIAL WITHDRAWAL OR REDEMPTION WITHOUT TERMINATION OF THE PLAN...........9
REPLACEMENTS OF PARTIAL WITHDRAWALS.......................................11
EXTENDED INVESTMENT OPTION................................................11
SYSTEMATIC WITHDRAWAL PROGRAM.............................................12
CANCELLATION AND REFUND RIGHTS............................................12
TERMINATION OF A PLAN BY THE PLANHOLDER AND WITHDRAWAL OF SHARES..........13
REPLACEMENT PRIVILEGE ON TERMINATION......................................14
DIVIDENDS AND DISTRIBUTIONS...............................................14
VOTING RIGHTS IN FUND SHARES..............................................15
TRANSFER OR ASSIGNMENT OF RIGHTS IN A PLAN................................15
STATEMENTS, REPORTS AND NOTICES...........................................16
TERMINATION OF A PLAN BY THE SPONSOR OR CUSTODIAN............................16
SERVICE CHARGES AND OTHER FEES...............................................16
TAXES........................................................................17
THE FUND.....................................................................18
SUBSTITUTION OF THE UNDERLYING INVESTMENT....................................18
RETIREMENT PLANS.............................................................19
THE SPONSOR..................................................................20
THE CUSTODIAN................................................................21
PIONEER INDEPENDENCE PLANS...................................................22
iii
<PAGE>
PIONEER INDEPENDENCE PLANS -- HELPING PLANHOLDERS MEET THEIR INVESTMENT
OBJECTIVES
Many people who desire to accumulate an investment portfolio for their
future through a planned long-range investment program find it difficult to
accumulate enough money to efficiently purchase stocks directly. The Plans are
designed to help investors create an investment fund for future capital or
income needs and build equity over a period of years by systematically investing
a modest sum each month in shares of a mutual fund.
The value of a Plan is subject to fluctuations in the value of the
securities in the underlying Fund's portfolio. The Planholder makes monthly Plan
investments at regular intervals regardless of the price level of the shares of
the Fund. Planholders should consider, therefore, their financial ability to
initiate and continue a Plan. Ownership of a Plan does not eliminate the risk
inherent in the ownership of any security. Terminating a Plan at a time when the
value of acquired Fund shares held in the Plan is less than the Planholder's
original cost for Fund shares held under the Plan will result in a loss to the
Planholder.
An investor should consider the following aspects of the Plan before
making an investment:
1. A Plan represents an agreement between the Planholder, the Sponsor,and
[___________________________________] (the "Custodian") under which
amounts invested (after deduction of Creation and Sales Charges and
other fees) are used to purchase shares of the Fund at net asset
value.
2. Each Plan includes a Creation and Sales Charge, which is sometimes
called a "front-end load" sales charge, equal to a maximum of 50% of
the first 12 investments. The effect of a "front-end load" is that if
you terminate your Plan between the second and eighteenth month, total
deductions may amount to as much as 15% of your total Plan investments
made up to that date and as much as 31.6% after 18 months. However,
the maximum Creation and Sales Charge for a 15-year Plan is only 3.33%
when expressed as a percentage of the total Plan investments.
Accordingly, a Plan is not suited for short-term investments. See
"Creation and Sales Charges" on page __.
3. Investments under a Plan will not constitute direct ownership of Fund
shares, but rather an interest in a trust which will have direct
ownership of the Fund's shares on behalf of each Planholder.
Planholders have only a beneficial interest in the underlying shares
of the Fund. A Planholder will, however, retain full voting rights
with respect to such underlying shares of the Fund. The Custodian will
vote the shares held for Planholders' accounts in accordance with
their instructions.
4. A Plan may be terminated by the Custodian or Sponsor if a
Planholder fails to make investments under his or her Plan for a
period of 12 consecutive
1
<PAGE>
months or if Fund shares are not available and a substitution is not
made. See "Termination of a Plan by the Sponsor or Custodian" on
page _____. Planholders must be notified of any substitution of
the Plan's underlying investment. See "Substitution of the Underlying
Investment" on page ____.
5. The dealer firm of record has proprietary rights to all commissions,
including any service fees, earned from the Sponsor during the
duration of your Plan. The dealer firm of record is under no
obligation to transfer your Plan to another dealer firm as long
as its dealer agreement with the Sponsor is still in effect;
thus, a new dealer engaged by a Planholder may have no direct
incentive to provide services with respect to the Plan. If the
dealer firm of record chooses to release a Plan to a new dealer
firm, the new dealer firm must first complete, sign and signature
guarantee a release form that can be obtained from the Sponsor.
The form must be returned and accepted by the Custodian.
6. The Sponsor is not required to notify Planholders or seek their
approval prior to replacing the Custodian. The terms of the
Custodian Agreement, however, cannot be amended to adversely
affect the rights and privileges of a Planholder without
obtaining his or her written consent.
PLAN INVESTMENTS AND DEDUCTIONS
The following tables show the range of available monthly Plan
investments to be made, total Plan investments (known as the "face amount" of
the Plan) to be made and the Creation and Sales Charges that will be charged on
each monthly Plan investment. The total charges as a percentage of the total
amount invested under a Plan and as a percentage of the net amount invested are
also shown. This information is based solely on investments made under a Plan
and does not reflect any investment experience, dividend or income from the Fund
over the period of a Plan, or expenses of the Fund or any other charges.
The Creation and Sales Charges reflected below are specified under the
Plans and may not be increased. The Fund also incurs expenses as described under
"The Fund." Fund expenses are not specified under the terms of the Plans and may
vary from year to year.
2
<PAGE>
<TABLE>
<CAPTION>
15-YEAR PLAN INVESTMENTS AND DEDUCTIONS
CREATION AND SALES CHARGE
----------------------------------------------------------
PER TO NET
MONTHLY PER INVEST- TOTAL TO INVEST- MONTHLY
PLAN TOTAL INVEST- MENT SALES TOTAL MENT PLAN
INVEST- INVEST- MENT 13 THRU CHARGE INVEST- IN INVEST-
MENT MENT 1 THRU 12 180 (A) MENT SHARES MENT
- ---------- ------------- --------- -------- ------------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 9,000.00 $ 25.00 $0 $ 300.00 3.33% 3.45% $ 50.00
75.00 13,500.00 37.50 0 450.00 3.33% 3.45% 75.00
100.00 18,000.00 50.00 0 600.00 3.33% 3.45% 100.00
125.00 22,500.00 62.50 0 750.00 3.33% 3.45% 125.00
150.00 27,000.00 75.00 0 900.00 3.33% 3.45% 150.00
166.66 29,998.80 83.33 0 999.96 3.33% 3.45% 166.66
200.00 36,000.00 100.00 0 1,200.00 3.33% 3.45% 200.00
250.00 45,000.00 125.00 0 1,500.00 3.33% 3.45% 250.00
300.00 54,000.00 150.00 0 1,800.00 3.33% 3.45% 300.00
350.00 63,000.00 175.00 0 2,100.00 3.33% 3.45% 350.00
400.00 72,000.00 200.00 0 2,400.00 3.33% 3.45% 400.00
450.00 81,000.00 225.00 0 2,700.00 3.33% 3.45% 450.00
500.00 90,000.00 250.00 0 3,000.00 3.33% 3.45% 500.00
600.00 108,000.00 300.00 0 3,600.00 3.33% 3.45% 600.00
700.00 126,000.00 350.00 0 4,200.00 3.33% 3.45% 700.00
800.00 144,000.00 400.00 0 4,800.00 3.33% 3.45% 800.00
900.00 162,000.00 450.00 0 5,400.00 3.33% 3.45% 900.00
1,000.00 180,000.00 500.00 0 6,000.00 3.33% 3.45% 1,000.00
1,250.00 225,000.00 625.00 0 7,500.00 3.33% 3.45% 1,250.00
1,500.00 270,000.00 675.00 0 8,100.00 3.00% 3.09% 1,500.00
1,750.00 315,000.00 700.00 0 8,400.00 2.67% 2.74% 1,750.00
2,000.00 360,000.00 750.00 0 9,000.00 2.50% 2.56% 2,000.00
2,500.00 450,000.00 812.50 0 9,750.00 2.17% 2.21% 2,500.00
5,000.00 900,000.00 1,250.00 0 15,000.00 1.67% 1.69% 5,000.00
10,000.00 1,800,000.00 1,500.00 0 19,000.00 1.00% 1.01% 10,000.00
</TABLE>
NOTES:
(A) Does not include an annual service fee paid by the Fund of up to 0.25%
based on the Fund's average daily net assets. See "Distribution Plan" on
page __ of the Fund's Prospectus.
3
<PAGE>
<TABLE>
<CAPTION>
TOTAL 25-YEAR PLAN INVESTMENTS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION IS USED
CREATION AND SALES CHARGE
-------------------------------------------------------
PER TO NET
MONTHLY PER INVEST- TOTAL TO INVEST- MONTHLY
PLAN TOTAL INVEST- MENT SALES TOTAL MENT PLAN
INVEST- INVEST- MENT 13 THRU CHARGE INVEST- IN INVEST-
MENT MENT 1 THRU 12 180 (A) MENT SHARES MENT
- ---------- ------------- --------- -------- ---------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 15,000.00 $ 25.00 $0 $ 300.00 2.00% 2.04% $ 50.00
75.00 22,500.00 37.50 0 450.00 2.00% 2.04% 75.00
100.00 30,000.00 50.00 0 600.00 2.00% 2.04% 100.00
125.00 37,500.00 62.50 0 750.00 2.00% 2.04% 125.00
150.00 45,000.00 75.00 0 900.00 2.00% 2.04% 150.00
166.66 49,988.00 83.33 0 999.96 2.00% 2.04% 166.66
200.00 60,000.00 100.00 0 1,200.00 2.00% 2.04% 200.00
250.00 75,000.00 125.00 0 1,500.00 2.00% 2.04% 250.00
300.00 90,000.00 150.00 0 1,800.00 2.00% 2.04% 300.00
350.00 105,000.00 175.00 0 2,100.00 2.00% 2.04% 350.00
400.00 120,000.00 200.00 0 2,400.00 2.00% 2.04% 400.00
450.00 135,000.00 225.00 0 2,700.00 2.00% 2.04% 450.00
500.00 150,000.00 250.00 0 3,000.00 2.00% 2.04% 500.00
600.00 180,000.00 300.00 0 3,600.00 2.00% 2.04% 600.00
700.00 210,000.00 350.00 0 4,200.00 2.00% 2.04% 700.00
800.00 240,000.00 400.00 0 4,800.00 2.00% 2.04% 800.00
900.00 270,000.00 450.00 0 5,400.00 2.00% 2.04% 900.00
1,000.00 300,000.00 500.00 0 6,000.00 2.00% 2.04% 1,000.00
1,250.00 375,000.00 625.00 0 7,500.00 2.00% 2.04% 1,250.00
1,500.00 450,000.00 675.00 0 8,100.00 1.80% 1.83% 1,500.00
1,750.00 525,000.00 700.00 0 8,400.00 1.60% 1.63% 1,750.00
2,000.00 600,000.00 750.00 0 9,000.00 1.50% 1.52% 2,000.00
2,500.00 750,000.00 812.50 0 9,750.00 1.30% 1.32% 2,500.00
5,000.00 1,500,000.00 1,250.00 0 15,000.00 1.00% 1.01% 5,000.00
10,000.00 3,000,000.00 1,500,00 0 10,000.00 0.60% 0.60% 10,000.00
</TABLE>
NOTES:
(A) Does not include an annual service fee paid by the Fund of up to 0.25%
based on the Fund's average daily net assets. See "Distribution Plan" on
page __ of the Fund's Prospectus.
4
<PAGE>
A TYPICAL $100 MONTHLY INVESTMENT PLAN
(Assuming that all investments are made in accordance
with the terms of Pioneer Independence Plans)
<TABLE>
<CAPTION>
AT THE END OF AT THE END OF AT THE END OF
AGGREGATE 6 MONTHS 1 YEAR 2 YEARS
AMOUNT (6 INVESTMENTS) (12 INVESTMENTS) (24 INVESTMENTS)
----------------------- ------------------------- ------------------------ ------------------------
% % % %
of Total of Total of Total of Total
Amount Investment Amount Investment Amount Investment Amount Investment
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
15 YEARS
(180 INVESTMENTS)
Total Investments $18,000 100.00% $600 100% $1,200 100% $2,400 100%
Deduct:
Creation and
Sales Charge $600 3.33% $300 50% $600 50% $600 25%
Net Amount Invested
in a Plan $17,400 96.67% $300 50% $600 50% $1,800 75%
25 YEARS
(300 INVESTMENTS)
Total Investments $30,000 100.00% $600 100% $1,200 100% $2,400 100%
Deduct:
Creation and
Sales Charge $600 2.00% $300 50% $600 50% $600 25%
Net Amount Invested
in a Plan $29,400 98.00% $300 50% $600 50% $1,800 75%
</TABLE>
NOTES:
(1) Dividends and distributions received on Fund shares, during the periods
shown, have not been included or reflected in any way in the foregoing
figures.
(2) The 25-year investment schedule reflects the charges applicable to a
15-year Plan which is continued under the extended investment option.
FUND ANNUAL EXPENSES (AFTER EXPENSE LIMITATION)
(as a percentage of the Fund's estimated average daily net assets)
Advisory Fee . . . . . . . . . . . . . . . . 0.75%
12b-1 Fee . . . . . . . . . . . . . . . . . 0.25%
Other Expenses (estimated) . . . . . . . 0.50%
----
Total Expenses . . . . . . . . . . . . . . 1.50%
====
Pioneering Management Corporation, the Fund's investment adviser, has agreed not
to impose all or a portion of its management fee and to make other arrangements,
if necessary, to limit the operating expenses of the Fund to 1.50% of the Fund's
average daily net assets. This agreement is voluntary and temporary and may be
revised or terminated at any time after the expiration of the 1998 fiscal year.
For a discussion of Fund expenses, refer to "Expense Information" and
"Management of the Fund" on pages ___ and ____ of the Fund's Prospectus.
5
<PAGE>
INVESTMENT OBJECTIVE OF THE FUND
Pioneer Independence Fund ("the Fund") is an open-end, management
investment company. The Fund seeks capital appreciation. The Fund will invest in
a diversified portfolio of securities consisting primarily of common stocks. For
more information about the Fund, including charges and expenses, see the
attached Fund Prospectus. Read it carefully before you invest or send money.
Fund returns and share prices fluctuate and, upon redemption, the value of the
Fund shares held in a Plan may be more or less than the purchase price. The past
performance of an investment does not guarantee future results.
STARTING A PIONEER INDEPENDENCE PLAN
To start a Plan, complete the attached Plan Application indicating the
monthly Plan investment amount for your Plan. Because a Plan is specifically
designed for regular monthly investing, you are encouraged to invest through an
automatic investment option such as military government allotment or a
preauthorized check transaction (a "PACT").
To elect an automatic investment option complete the required forms and
forward them to the Custodian. See "Automatic Investment Option" on page ___.
To invest by check, send your check to the Custodian with your Plan
Application. Write your check for the amount of your initial monthly Plan
investment and make it payable to Pioneer Independence Plans. As described in
"Service Charges and Other Fees," a processing fee may be charged for each
investment made by check.
After your Plan Application is accepted by the Custodian and your
initial investment is received, you will receive a confirmation statement
showing the number of whole and fractional shares of the Fund purchased for your
Plan. After the initial investment, Planholders should send regularly scheduled
monthly Plan investments, made payable to the Pioneer Independence Plans,
directly to the Custodian. Each monthly Plan investment, after applicable
deductions, will be applied to the purchase of Fund shares at the then current
net asset value. If the Custodian does not receive monthly Plan investments for
a period of 12 consecutive months, then the Sponsor or Custodian may terminate
your Plan as described under "Termination of a Plan by the Sponsor or Custodian"
on page ___.
A Planholder may terminate a Plan completely or partially at any time
as described on pages ___. Any correspondence regarding your Plan should be
addressed to [insert entity], [insert address].
CREATION AND SALES CHARGES
The Sponsor receives a Creation and Sales Charge as compensation for
its services and costs in creating the Plans and arranging for their
administration, for making the Fund shares available to Planholders at their net
asset value and for certain selling expenses and commissions with respect to the
Plans. These charges are deducted from each of the first 12 monthly Plan
investments. For example, on a $100 a month Plan, $50 is deducted from each of
the first 12
6
<PAGE>
monthly Plan investments. After the 12th investment, Creation and Sales
Charges no longer apply to subsequent monthly investments. Deductions will
decrease proportionately on certain larger Plans. See "Plan Investments and
Deductions" on page ____.
RIGHTS AND PRIVILEGES OF PLANHOLDERS
A Plan is established in the name of the Planholder at the time of
issuance and constitutes an individual agreement among the Planholder, the
Sponsor and the Custodian. No agent or other person has the authority to modify,
alter or otherwise change the terms of the Plan or to bind the Sponsor, the
Custodian or the issuer of Fund shares by any statement, written or oral, not
contained in this Prospectus. Under the terms of a Plan, Planholders enjoy
certain rights, privileges and options which are described as follows.
AUTOMATIC INVESTMENT OPTION
If a Planholder wishes to have investments in a Plan made automatically
each month without having to write a check and mail it to the Custodian, the
Planholder may elect an automatic investment option for the Plan. Each Plan for
which an automatic investment option has been elected is funded automatically
each month through the Planholder's bank account, PACT or, for U.S. military
personnel, a government allotment. To initiate an automatic investment option,
the Planholder should complete the appropriate forms and forward them to the
Custodian. A request to terminate a PACT must be received by the Custodian at
least 15 days prior to the date of the next scheduled monthly Plan investment.
PLANHOLDERS MAY QUALIFY FOR REDUCED SALES CHARGES
To qualify for reduced Creation and Sales Charges, the Planholder must
submit a written request that the face amounts of existing Plans and/or the then
current net asset value of other Pioneer mutual fund accounts be combined with
the face amounts indicated on any new Plan applications for the purpose of
determining the applicable Creation and Sales Charge for the new Plan(s).
PURCHASING TWO OR MORE PLANS. The face amounts of two or more Plans
purchased at one time by "any person" (see below) may be combined to take
advantage of the lower Creation and Sales Charges available on larger sized
Plans. Creation and Sales Charges will be determined by the face amounts of the
Plans selected.
The term "any person" includes:
[bullet] an individual, his or her spouse and their children under the
age of 21 and their grandchildren under age 21 who are
beneficiaries of a Uniform Gifts to Minors Act or Uniform
Transfers to Minors Act account in which the Planholder serves as
custodian, or
[bullet] a trustee or other fiduciary of a single trust estate or single
fiduciary account (including a pension, profit-sharing or other
employee benefit trust created pursuant
7
<PAGE>
to a plan qualified under Section 401 of the Internal Revenue
Code of 1986, as amended (the "Code")).
RIGHTS OF ACCUMULATION. When purchasing any new Plan(s) or increasing
the face amount of any existing Plan(s), a right of accumulation may exist. If
such Plans are registered in the name of "any person" (see above), the Plans may
qualify for a reduced Creation and Sales Charge on the new Plan by combining the
face amount of the new Plan with the face amount(s) of any existing Plan(s) on
which investments due are current (see below) and/or with the current value of
shares owned in certain other Pioneer funds for which Pioneering Management
Corporation or an affiliate is the investment manager.
The new Plan includes the total face amounts of any new Plans plus the
face amounts of Plans on which an increase in monthly investments is requested.
For rights of accumulation, a Plan is considered to be current if: (1) it has
been completed and not redeemed; (2) it has not been completed but has at least
as many investments recorded as there are months elapsed since the establishment
date or since a Plan face amount increase date; or (3) the Planholder is a tax
qualified plan or an individual retirement account ("IRA").
MAKING INVESTMENTS AHEAD OF SCHEDULE TO COMPLETE A PLAN EARLY
A Planholder may complete his or her Plan ahead of schedule by making
monthly Plan investments in advance of their normal due date, but the Planholder
may not normally make more than 24 investments in any one calendar year
(including the current investment). In addition to these investments made in
advance of their scheduled dates, a Planholder may make an additional 24
investments during the life of the Plan. Monthly Plan investments may be accrued
and periodically paid in a lump sum to make a Plan that is in arrears current
(see "Planholders May Qualify for Reduced Sales Charges"). These prepayment
rules may be waived for a transfer or rollover of an IRA into a Plan or in the
event of the death of the Planholder. There is no reduction in the Creation and
Sales Charge for advance investments.
CHANGING THE FACE AMOUNT OF YOUR PLAN
The face amount of a Plan is the total value of the monthly Plan
investments scheduled by the Planholder to be made in his or her Plan. The range
of face amounts offered is listed under "Plan Investments and Deductions" on
page __. Increases and decreases in face amount can be made by a written notice
to the Custodian, accompanied by a new completed Plan Application. A Planholder
may change the face amount of a Plan under the following circumstances:
A Planholder may increase the face amount of his or her Plan at any
time, provided the new face amount is a face amount offered by the Sponsor. An
increase in the face amount of a Plan does not create new cancellation and
refund rights as to the new Plan that is created.
A Planholder may decrease the face amount of his or her Plan by 50%
within 12 investments of the commencement of a Plan. If a decrease is to occur
on an existing Plan that
8
<PAGE>
previously has been increased, the decrease cannot result in a new face amount
lower than that of the original Plan.
For each face amount change, the Creation and Sales Charge already paid
on the existing Plan will be recomputed to reflect the new Plan face amount. The
Creation and Sales Charges already paid on the existing Plan will be credited to
the Creation and Sales Charge applicable to the new face amount. Excess Creation
and Sales Charges under a Plan will be invested directly in Fund shares for the
Planholder at the net asset value as of the day the change occurs. Any
additional Creation and Sales Charges due under a Plan will be assessed on the
next 12 monthly Plan investments.
PARTIAL WITHDRAWAL OR REDEMPTION WITHOUT TERMINATION OF THE PLAN
A Planholder may request a partial withdrawal or redemption of his or
her Fund shares without terminating the Plan, only if the Planholder has owned
his or her Plan for at least 45 days. Withdrawal or redemption of all of a
Planholder's Fund shares will normally result in termination of the Plan.
For Plans that have been owned for at least 45 days, the Planholder may
elect to withdraw up to 90% of the underlying Fund shares from his or her Plan
(and hold such Fund shares directly) or may direct the Custodian, as the
Planholder's agent, to withdraw and then redeem up to 90% of the Planholder's
Fund shares and pay the proceeds to the Planholder. Requests under this
privilege that exceed 90% of the net asset value of the Fund shares in the
Planholder's account may result in full redemption of the entire balance in the
Plan.
A request for a partial withdrawal or redemption may be made in writing
or by telephone. While there is currently no limit to the number of partial
withdrawals or redemptions that can be made by a Planholder, each partial
withdrawal or redemption must be at least $100. Shares are withdrawn or redeemed
at their net asset value next determined after a request in proper form
(including signature guarantees and other documentation, if applicable) is
received by the Custodian. Requests received in proper form prior to the close
of the New York Stock Exchange (the "Exchange") on any business day of the Fund
will be confirmed at the price determined as of the close of that day. As
discussed under "Taxes," there may be federal income tax consequences upon a
partial redemption of Fund shares.
WRITTEN REQUESTS. Written requests must be signed by all registered
Planholders and should be sent to the Custodian. Redemption proceeds will be
mailed to the address of record unless instructions to the contrary are received
with the Planholders' signatures guaranteed. In the case of a cash withdrawal (a
redemption), the Custodian or Sponsor may require additional documentation. No
partial withdrawal or redemption shall affect the total number of monthly Plan
investments to be made or the unpaid balance of monthly Plan investments. As
discussed under "Taxes," there may be federal income tax consequences upon a
partial liquidation of Fund shares.
If a cash withdrawal is: (a) more than $100,000, (b) made payable to an
individual other than the Planholder of record, or (c) to be sent to an address
other than the address of record, a
9
<PAGE>
letter of instruction will be required, signed by all Planholders with
signatures guaranteed in a form acceptable to the Custodian. A Planholder should
be able to obtain an acceptable signature guarantee from a bank, broker, dealer,
credit union (if authorized under state law), securities exchange or
association, clearing agency or savings association. Signature guarantees are
not accepted by facsimile. A notarized signature will not be sufficient for the
request to be in proper order. A signature guarantee is not required for cash
withdrawals of $100,000 or less, if requested by and payable to all Planholders
of record, and to be sent to the address of record for that Plan account.
However, the Sponsor reserves the right to require signature guarantees on all
redemptions. A signature guarantee is required in connection with most requests
for transfer of Plan ownership. Also, a signature guarantee is required if the
Sponsor or the Custodian, in the sole discretion of either, believes that a
signature guarantee is warranted. All documents must be in proper order before
any withdrawals or redemptions can be executed.
TELEPHONE REQUESTS. Telephone withdrawals and redemptions by
Planholders will automatically be authorized for each Plan (except Plans
established as retirement accounts) unless the Planholder indicates otherwise on
his or her Plan Application. For personal assistance, call the Custodian at
1-800-xxx-xxxx between [ ] a.m. and [ ] p.m. Eastern time on weekdays. YOU ARE
STRONGLY URGED TO CONSULT WITH YOUR FINANCIAL REPRESENTATIVE PRIOR TO REQUESTING
ANY TELEPHONE TRANSACTION, AS THERE MAY BE TAX CONSEQUENCES AND/OR PENALTIES.
A cash withdrawal can be made as a telephone transaction only if: (1)
the proceeds are made payable to the Planholder(s) of record and mailed to the
address of record; (2) there has been no change in the address of record on the
Plan within the preceding 30 days; (3) the person requesting the withdrawal can
provide proper identification information; and (4) the proceeds do not exceed
$100,000. The cancellation and refund rights set forth on page __ of this
Prospectus may not be exercised by telephone. No telephone transaction request
will be accepted which specifies a particular transaction date or any other
special conditions.
The Sponsor has made arrangements with certain dealers to accept
telephone transaction instructions from the dealer on behalf of Plans for which
the dealer is the firm of record. The Sponsor reserves the right to impose
conditions on these dealers, including the condition that they enter into
agreements (which contain additional conditions with respect to effecting
telephone transactions) with the Sponsor. Any resulting loss from the dealer's
failure to submit a telephone transaction within the prescribed time frame will
be borne by that dealer.
To confirm that each transaction instruction received by telephone is
genuine, the Custodian will record each telephone transaction, require the
caller to provide proper personal identification information and send the
Planholder a written confirmation of each telephone transaction. If reasonable
procedures, such as those described above, are followed, neither Pioneer
Independence Plans, the Fund, the Custodian or the Sponsor will be responsible
for the authenticity of instructions received by telephone; therefore, the
Planholder bears the risk of loss for unauthorized or fraudulent telephone
transactions. The Custodian or Sponsor may implement other procedures from time
to time. During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the
Custodian by
10
<PAGE>
telephone to institute a transaction. At such times, a Planholder should
communicate with the Custodian in writing.
GENERAL. Normally, a Planholder will be sent a check as a result of
redeeming Fund shares under this or any of the options described in this
Prospectus within seven days after such a request is received by the Custodian
and all documents are in proper order. However, the Custodian will not mail
redemption proceeds to a Planholder until checks or other orders for payment
received for the Fund shares purchased by the Planholder have cleared.
Redemptions may be suspended and payments of redemption proceeds may be
postponed during any period in which any of the following conditions exist: the
Exchange is closed, other than for customary weekends and holidays; trading on
the Exchange is restricted; 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 the Securities and Exchange Commission, by order, so
permits.
REPLACEMENTS OF PARTIAL WITHDRAWALS
After a partial cash withdrawal, the Planholder may, but is not
required to, restore the value of his or her Plan by remitting to the Custodian
an amount equal to the amount redeemed. The reinvested amount will be used to
purchase Fund shares for the Planholder's account at the next determined net
asset value for the Fund's shares. Any repayment of a partial cash withdrawal
may not be made before 90 days from the date of redemption, except in the case
of Planholder accounts that are IRAs, for which a reinvestment may be made after
a period of 45 days. Full reinstatement of a partial cash withdrawal need not be
accomplished in one transaction if the amount redeemed exceeds $500. However,
the minimum for each reinvestment is 25% of the amount withdrawn or $500,
whichever is less. Replacements of partial cash withdrawals must be clearly
identified as such to distinguish them from regular monthly Plan investments.
EXTENDED INVESTMENT OPTION
Under the extended investment option, a Planholder may continue making
monthly investments after completing all scheduled investments under a Plan. The
extended investment option must be exercised within six months after completing
all scheduled investments under a Plan.
If under this option a Planholder fails to make regularly scheduled
investments for six consecutive months, after being credited for any advance
investments made under the extended investment option, the Planholder forfeits
his or her right to make such additional investments. All extended investment
options will terminate on the date the 300th monthly investment is made under
the Plan, and no further investments will be accepted after that date.
11
<PAGE>
SYSTEMATIC WITHDRAWAL PROGRAM
A Planholder may elect a systematic withdrawal program upon completion
of all regularly scheduled investments. A Planholder may also elect a systematic
withdrawal program from an incomplete Plan if the withdrawal is to be taken from
a Plan that is part of an IRA and the Planholder has reached age 59 1/2.
Under a systematic withdrawal program, the Custodian, as the
Planholder's agent, will redeem sufficient Fund shares from the Plan at the net
asset value at the time of such redemption to provide regular withdrawal
payments of $50 or more on a monthly or quarterly basis, as elected by the
Planholder. Except for the $50 minimum, there is no limitation on the size of
withdrawals. All systematic withdrawal program transactions will be made as of
the end of the day specified by the Planholder for the withdrawal (or, if such a
day is not a business day, the first business day after that date).
A Planholder has the right to change the dollar amount of withdrawals
paid to him or her under the systematic withdrawal program or to discontinue a
systematic withdrawal program at any time. There are no charges imposed for any
regular withdrawals under a systematic withdrawal program.
The Plan will remain in full force and effect with all rights and
privileges until all Fund shares have been withdrawn from the Planholder's
account. While the systematic withdrawal program is in effect, a Planholder must
elect to reinvest all dividends and distributions in Fund shares to be held in
his or her Plan account. A Planholder should realize that withdrawals in excess
of dividends and distributions will be made from principal and may eventually
exhaust the Planholder's account. Also, a gain or loss for tax purposes may be
realized by the Planholder on each withdrawal payment.
The Sponsor reserves the right to discontinue offering the systematic
withdrawal program at any time after 90 days' notification to all Planholders.
CANCELLATION AND REFUND RIGHTS
A Planholder has certain rights of cancellation.
Within 60 days after the first investment under a Plan (which, for this
purpose, is the date appearing on the confirmation statement following the
initial investment), the Custodian will send a notice to the Planholder
regarding the Planholder's cancellation rights. A Planholder may elect to cancel
his or her Plan within 45 days of the mailing date of that notice by submitting
a written request for cancellation to the Custodian, signed by the Planholder.
In addition, a cancellation request involving a Plan with current net assets
valued at more than $100,000 must be signature guaranteed, as described under
"Partial Withdrawal or Redemption Without Termination of the Plan." The
Planholder will receive a payment equal to the sum of (1) the total current net
asset value of the Fund shares credited to the Planholder's account as of the
end of the business day that the cancellation request is received by the
Custodian and (2) a refund of all Creation and Sales Charges paid under the
Plan.
12
<PAGE>
In addition, at any time within an 18-month period after the purchase
of a Plan, the Planholder may surrender his or her Plan. To surrender a Plan,
the Planholder should send to the Custodian a written request signed by the
Planholder. In addition, a surrender request involving a Plan with current net
assets valued at more than $100,000 must be signature guaranteed, as described
under "Partial Withdrawal or Redemption Without Termination of the Plan." Upon
surrender, the Planholder will receive from the Custodian a payment equal to the
sum of (a) the total current net asset value of the Fund shares credited to the
Planholder's account as of the end of the business day of the surrender and (b)
a refund equal to the amount of all sales charges paid to the date of surrender
minus 15% of the gross amount the Planholder has paid as of that date. Service
charges and other fees will not be refunded.
If a Planholder surrenders his or her Plan under this cancellation and
refund privilege, the Planholder may not reinstate his or her Plan at net asset
value until all Creation and Sales Charges included in the redemption amount are
first deducted from the reinstatement amount. This requirement is more fully
explained below in "Replacement Privilege on Termination." Exercise of
cancellation rights may be a taxable event for the Planholder. Planholders
should consult their tax advisers.
The Custodian will send the Planholder a written notice of the 18-month
right of cancellation if either of the following occur:
(1) If, during the first 15 months after the date of issuance of the
Plan, the Planholder has missed three or more investments; or
(2) Following the first 15 months after the date of issuance of
the Plan, but prior to the expiration of 18 months after such date, the
Planholder has missed one or more investments. (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 his or her rights of
cancellation as set forth in the preceding paragraph and will also include the
value of the Planholder's account at the time the notice is sent.
TERMINATION OF A PLAN BY THE PLANHOLDER AND WITHDRAWAL OF SHARES
A Planholder may terminate a Plan at any time by sending a written
request to the Custodian.
In terminating a Plan, the Planholder may, by written request signed by
the Planholder, instruct the Custodian to: (a) redeem the Fund shares held in
the Planholder's account or (b) deliver a confirmation statement for the Fund
shares held under the Plan to the Planholder.
If the Planholder directs the redemption of Fund shares, the Custodian
will withdraw the Fund shares from the Plan account, redeem the Fund shares and
send the proceeds directly to the Planholder. If the amount of the redemption is
more than $100,000, is made payable to an individual other than the Planholder
of record, or is to be sent to an address other than the
13
<PAGE>
address of record, the Planholder's request must be signature guaranteed as
described under "Partial Withdrawal or Redemption Without Termination of the
Plan." All documents must be in good order before a redemption can be executed.
The redemption price will be the net asset value of the Fund shares next
determined after such documents have been received in proper order by the
Custodian. The redemption of Fund shares may be a taxable event for the
Planholder.
If the Planholder directs the delivery of the Fund shares held under
the Plan, sufficient shares of the Fund will be redeemed by the Custodian to pay
any authorized deductions and/or transfer taxes and the remaining Fund shares
will be registered in the name of the Planholder. A Planholder who chooses to
receive Fund shares, may exchange his or her Fund shares for shares of certain
other Pioneer mutual funds for which Pioneering Management Corporation or an
affiliate is the investment manager. The exchange privilege is more fully
described in the Fund's Prospectus under the caption "Shareholder Services."
Planholders will not be permitted to exchange such shares back into the Fund or
to make additional direct investments in the Fund.
REPLACEMENT PRIVILEGE ON TERMINATION
For Plans that have been completely terminated, the replacement
privilege allows reinvestment of an amount equal to at least 10% of the net
asset value of the Fund shares redeemed from a Plan, without any Creation and
Sales Charge except as described below, in a reopened identically registered
Plan account. Reinvestment is made at the net asset value per Fund share next
determined following the timely receipt by the Custodian of a replacement order
and payment. The replacement privilege must be exercised within 90 days
following the date of termination of the Plan. For the federal income tax
effects of replacement and reinvestment, see "Taxes" on page __.
The replacement privilege is available to Planholders who have not
previously exercised this privilege. The replacement privilege does not abrogate
the partial withdrawal or redemption without termination privilege described on
page _____. If a Planholder has redeemed Fund shares from a Plan under the
procedures described under "Cancellation and Refund Rights" on page ___, the
Planholder will not be permitted to replace at net asset value the proceeds from
such a cancellation or refund until all refunded Creation and Sales Charges have
been deducted from the amount offered for the replacement.
The Sponsor may in its sole discretion offer additional replacement
options from time to time.
DIVIDENDS AND DISTRIBUTIONS
All Fund dividends and distributions, after any applicable deductions,
are reinvested automatically in additional shares of the Fund as of the payment
date, at the net asset value determined on the ex-dividend date of the dividend
or distribution, unless the Planholder elects to receive the dividends or
distribution in cash. No Creation and Sales Charge is made on any such
reinvestments. If the Planholder wishes to receive the dividends and other
distributions in cash - rather than in additional shares of the Fund - the
Planholder must so instruct the Custodian in
14
<PAGE>
writing. Such instructions must be received at least seven days prior to
the record date of a dividend or distribution. A Planholder may change these
instructions at any time.
Dividends and other distributions by the Fund are made on a per-share
basis. After every distribution, the value of a Fund share drops by the amount
of the distribution. If a Plan investment is made shortly before the ex-dividend
date of the dividend or distribution, the Planholder will pay the full price for
the shares including the amount that is soon to be paid as a dividend.
VOTING RIGHTS IN FUND SHARES
Pioneer Independence Plans, as a shareholder of the Fund, has certain
voting rights in Fund shares which are held on behalf of the Plans. Each
Planholder is permitted to exercise voting rights attributable to the Fund
shares held in the Planholder's account. The Custodian will vote the Fund shares
held in a Planholder's account in accordance with that Planholder's
instructions. In the absence of such instructions, the Custodian will vote a
Planholder's shares in the same proportion as it votes the shares for which it
has received instructions from other Planholders.
Planholders may attend any shareholder meetings of the Fund, and if a
Planholder wishes to vote in person the Fund shares held in his or her Plan
account, the Planholder may submit a written request to the Custodian prior to
the meeting for a proxy which will permit the Fund shares to be voted in person
by the Planholder.
TRANSFER OR ASSIGNMENT OF RIGHTS IN A PLAN
If a Planholder desires to secure a loan, the Planholder (other than a
tax qualified retirement plan or an IRA) may assign his or her rights to a bank
or other lending institution. The bank or other lending institution, however,
will not be entitled to exercise the right of partial withdrawal or redemption.
During the term of the assignment, the Planholder will be entitled to all
dividends and distributions on Fund shares.
A Planholder may also transfer his or her rights to another person: for
example, a relative, charitable institution or trust. This may be accomplished
in several ways:
(1) A Planholder may transfer his or her right, title and interest
to another person whose only right shall be the privilege of complete and prompt
withdrawal from the Plan; or
(2) A Planholder may transfer his or her entire right, title and
interest to another person, trustee or custodian acceptable to the Sponsor, who
has made application to the Sponsor for a similar Plan.
The Custodian will provide Planholders with the appropriate assignment
forms upon request. Transfers may be subject to income and other taxes, and may
be restricted for those Plans held in connection with IRAs or qualified
retirement plans.
15
<PAGE>
STATEMENTS, REPORTS AND NOTICES
For the first 18 months after the issuance of a Plan, the Custodian
will mail to each Planholder a confirmation statement for each financial
transaction as it occurs. Beginning after the 19th month, the Custodian may mail
statements to Planholders quarterly. Each transaction confirmation statement,
quarterly statement or other statement, as required, will state the price per
share of the Fund shares purchased after applicable deductions and the total
number of Fund shares held in the Planholder's account. Any notices, reports or
documents required or authorized to be given or sent to a Planholder under this
Prospectus will be conclusively deemed to have been given or sent upon mailing
to the Planholder's address of record, and the date of such mailing shall be
deemed the date of the giving of such notice.
TERMINATION OF A PLAN BY THE SPONSOR OR CUSTODIAN
Although a Plan calls for regular monthly investments over a 15-year
period or for an extended 25-year period, neither the Sponsor nor the Custodian
can elect to terminate a Plan until 300 investments have been made unless the
Planholder has not made investments under his or her Plan for more than 12
consecutive months or unless Fund shares are not obtainable and a substitution
is not made. The period of default will not start until a Planholder has been
given full credit for a period equal to the number of any advance monthly Plan
investments made.
After 300 investments, or if other events justify termination, the
Sponsor or the Custodian has the right to terminate a Plan 60 days after mailing
a written notice to the Planholder. Such notice will request that the Planholder
elect to have the Plan distributed either in cash or in Fund shares after
deduction of all authorized charges, fees and expenses. On termination, the
Custodian (as the Planholder's agent) may surrender for liquidation all of the
Fund shares credited to a Planholder's account, or sufficient Fund shares to pay
all authorized deductions. The balance of Fund shares and/or cash, after payment
of all authorized deductions, will be held by the Custodian for delivery to a
Planholder against the surrender of a Plan.
No interest will be paid by the Custodian on any cash balances. If the
Plan is not surrendered within 60 days after the notice of termination, the
Custodian, at its discretion, may at any time thereafter fully discharge its
obligations by mailing a confirmation statement for the Fund shares or a check,
drawn in accordance with the terms of the Plan, to the address of record noted
in the Plan account. The Planholder will then have no further rights under his
or her Plan except that if the confirmation statement or check is returned to
the Custodian undelivered, the Custodian will continue to hold these assets for
the benefit of the Planholder, subject only to the escheatment laws.
SERVICE CHARGES AND OTHER FEES
Except as described below, there are currently no deductions against
Planholders' accounts or against Fund dividends and/or distributions to
compensate the Sponsor or the Custodian for its services.
16
<PAGE>
If a Plan is not current and no Plan investments have been made for a
12-month period, the Custodian will deduct for its services a fee of $12 per
year. A charge of $2.50 will be deducted for each monthly Plan investment
received by check or other order for the payment of money which is not honored
by the bank on which it is drawn (up to a maximum of $5 per event). A charge of
$2.50 will be made for terminating a Plan on which investments have not been
completed.
Plans established as IRAs are subject to an annual IRA custodial fee of
$10 which is paid to The Pioneer Group, Inc., as IRA custodian. This annual fee
will be deducted from the Plan account unless a separate check is received in
payment of the IRA custodial fee.
The Fund and the Sponsor reserve the right to impose a processing fee
of $1.50 for each monthly Plan investment received by check (up to a maximum of
$5 per event). No charge will be imposed on the initial investment to establish
a Plan. There is no processing fee on monthly Plan investments made through an
automatic investment option.
All other Custodian fees which would otherwise be charged to the Plan
or the Planholders, or deducted from Fund dividends and/or distributions, may be
paid by the Fund voluntarily. Although there is no current intention to do so,
the Fund reserves the right to cease paying such fees, and the Sponsor reserves
the right to cause deductions in the future against the Plans, the Planholders,
and Fund dividends and/or distributions to compensate the Custodian for its
services.
TAXES
Under the Code, each Planholder is deemed, for federal income tax
purposes, to own directly the Fund shares accumulated in his or her Plan
account. Designated long-term capital gain distributions, which are
automatically reinvested in additional Fund shares, are treated as long-term
capital gains. The tax cost of the Fund shares acquired is the amount paid for
those shares, including the Creation and Sales Charge.
As more fully described under "Federal Tax Information" in the
Prospectus of the Fund, dividends and distributions paid by the Fund are
reportable for federal income tax purposes by Planholders who are otherwise
subject to federal income tax. Dividends and distributions are reportable by
Planholders regardless of whether the amounts are invested in additional shares
of the Fund or are received in cash.
Gains realized on cash withdrawals (redemptions) generally also will be
subject to taxes, and the ability to deduct losses from such redemptions may be
limited. There may also be limitations on the amount of loss a Planholder may
recognize in the event of cancellation and refund or a replacement and
reinvestment. In general, the Code restricts loss recognition when securities
are sold and reacquired in a short period of time; these restrictions may in
certain circumstances apply to Planholders.
An appropriate notice regarding taxes will be sent to Planholders each
year by the Custodian. Any taxes payable with respect to any of the profits
realized on sales or transfers by the Custodian or the
17
<PAGE>
Sponsor of Fund shares or other property credited to a Planholder's account
in accordance with the provisions of a Plan and any taxes levied or assessed
with respect to Fund shares or the income therefrom shall be borne by
Planholders individually and not by the Custodian or the Sponsor.
The foregoing is a brief summary of certain federal income tax
consequences to Planholders of investing in the Fund through Pioneer
Independence Plans. Planholders should consult the Fund Prospectus and Statement
of Additional Information and their tax advisers for additional information.
THE FUND
The objective and investment policies of Pioneer Independence Fund are
described in the attached Prospectus of the Fund. Shares of the Fund are
credited to a Plan, after applicable deductions are made, at the net asset value
as of the end of the business day on which the Custodian receives the Plan's
investments.
Dividends and distributions paid on Fund shares will be reinvested by
the Custodian in additional Fund shares for the Plans at the then current net
asset value, unless a Planholder elects to receive them in cash.
The Fund incurs certain advisory fees and other expenses. These fees
and expenses may vary. The Fund is governed by its own Board of Trustees, and
Pioneer Independence Plans does not fix or specify the level of expenses of the
Fund. The Fund's fees and expenses, including the Fund's payment of Plan custody
charges, are described in detail in the Fund's Prospectus and in its Statement
of Additional Information.
The Fund has adopted a Plan of Distribution for shares of the Fund in
accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "1940 Act"), pursuant to which certain distribution and service fees are
paid.
SUBSTITUTION OF THE UNDERLYING INVESTMENT
The Sponsor may substitute the shares of another investment medium as
the underlying investment for the shares of the Fund if it deems such action to
be in the best interests of Planholders. Such substituted shares generally shall
be comparable in character and quality to the present Fund shares, and shall be
registered with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. Before any substitution can be effected, the Sponsor must:
1. To the extent required, obtain an order from the Securities and
Exchange Commission approving such substitution under the
provisions of Section 26(b) of the 1940 Act;
2. Submit written notice of the proposed substitution to the
Custodian;
18
<PAGE>
3. Submit written notice of the proposed substitution to each
Planholder, giving a reasonable description of the substituted
fund shares, disclosing that unless the Plan is surrendered
within 30 days of the date of mailing such notice, the Planholder
will be considered to have consented to the substitution and to
have agreed to bear his or her pro rata share of expenses and
taxes in connection with the substitution; and
4. Provide the Custodian with a signed certificate stating that the
required notice has been given to Planholders.
If a Plan is not surrendered within 30 days from the date of such
notice, the Custodian shall purchase the shares of the substituted fund for the
Plan with the proceeds of any Plan investments received from the Planholder and
any dividends or distributions which may be reinvested for the Plan. If shares
of the substituted fund are also to be substituted for the Fund shares already
held, the Sponsor must arrange for the Custodian to be furnished, without
payment of a sales charge or fees of any kind, with shares of the substituted
fund having an aggregate value equal to the value of the Fund shares for which
they are to be exchanged. A substitution may be a taxable event for Planholders.
If the Fund shares are not available for purchase for a period of 120
days or longer, and the Sponsor fails to substitute other shares, the Custodian
may, but is not required to, select a substitute underlying investment or
terminate Pioneer Independence Plans. If the Custodian selects a substitute
investment, it shall, to the extent required, first obtain an order from the
Securities and Exchange Commission approving such substitution as specified
above and then shall notify the Planholder, and if, within 30 days after mailing
such notice, the Planholder gives written approval of the substitution and
agrees to bear his or her pro rata share of actual expenses, including tax
liability sustained by the Custodian, the Custodian may thereafter purchase such
substituted shares. The Planholder's failure to give such written approval
within the 30-day period shall give the Sponsor the authority to terminate the
Plan.
If shares of the Fund 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 authority, without further action on its part,
to terminate the Plans.
The underlying investment could change under certain other
circumstances. For instance, the Fund could be reorganized with, or acquired by
or merge with another entity, which would result in a Plan investing in the
successor to any such transaction.
RETIREMENT PLANS
A Plan may be purchased by tax-sheltered retirement plans, including
IRAs and qualified pension and profit sharing plans. The Pioneer Individual
Retirement Plan (the "Pioneer IRA") is offered by the Sponsor. Pioneer IRAs may
be established through contributions to a Plan or through a lump sum investment
in a Plan from the proceeds of a rollover of prior year qualified assets or a
direct transfer of qualified assets from other fiduciary agencies. Such
rollovers or
19
<PAGE>
transfers may contain either or both employer sponsored retirement assets and
owner contributions.
Detailed information concerning the Pioneer IRA is available from the
Sponsor. This information should be read carefully, and prospective investors
should consult with an attorney or tax adviser regarding the establishment of an
IRA in connection with a Plan. The information sets forth the additional service
fees charged for IRAs and describes the federal income tax consequences of
establishing an IRA. Under the Pioneer IRA, dividends and distributions will be
reinvested automatically in additional Fund shares for the Plan. As described in
"Service Charges and Other Fees," a maintenance fee is charged on Pioneer IRAs.
Premature termination of a Plan can have adverse financial consequences
and therefore prospective investors should consider carefully whether the IRA or
other qualified retirement plan will have the financial resources to honor a
15-year commitment to making monthly Plan investments.
THE SPONSOR
Pioneer Funds Distributor, Inc., 60 State Street, Boston, Massachusetts
02109-1820, is a Massachusetts corporation organized on March 2, 1989. It is a
broker-dealer registered under the Securities Exchange Act of 1934 and a member
of the National Association of Securities Dealers, Inc. (the "NASD"). The
Sponsor is a wholly owned subsidiary of Pioneering Management Corporation. The
Sponsor's directors and executive officers are listed below.
NAME, POSITIONS AND OFFICES
- ---------------------------
JOHN F. COGAN, JR., CHAIRMAN AND DIRECTOR
President, Chief Executive Officer and a Director of The Pioneer Group,
Inc. ("PGI"); Chairman and a Director of Pioneering Management Corporation
("PMC"); Director of Pioneering Services Corporation ("PSC"), Pioneer Capital
Corporation ("PCC"), Pioneer Real Estate Advisors, Inc., Pioneer Forest, Inc.,
Pioneer Explorer, Inc., Pioneer Management (Ireland) Ltd. ("PMIL") and Closed
Joint Stock Company "Forest-Starma"; President and Director of Pioneer Metals
and Technology, Inc. ("PMT"), Pioneer International Corp. ("PIntl"), Pioneer
First Russia, Inc. ("First Russia") and Pioneer Omega, Inc. ("Omega"); Chairman
of the Board and Director of Pioneer Goldfields Limited ("PGL") and Teberebie
Goldfields Limited; Chairman of the Supervisory Board of Pioneer Fonds
Marketing, GmbH ("Pioneer GmbH"), Pioneer First Polish Trust Fund Joint Stock
Company, S.A. ("PFPT") and Pioneer Czech Investment Company, A.S. ("Pioneer
Czech"); Chairman, President and Trustee of all of the Pioneer mutual funds;
Director of Pioneer Global Equity Fund Plc, Pioneer Global Bond Fund Plc,
Pioneer DM Cashfonds Plc, Pioneer European Equity Fund Plc, Pioneer Central and
Eastern Europe Fund Plc, and Pioneer U.S. Real Estate Fund Plc; and Partner,
Hale and Dorr LLP (counsel to PGI and the Fund).
ROBERT L. BUTLER, DIRECTOR AND PRESIDENT
Executive Vice President and a Director of PGI; Director of PMC, PMIL, PSC,
PIntl, Pioneer Czech, Pioneer Global Equity Fund Plc, Pioneer Global Bond Fund
Plc, Pioneer DM
20
<PAGE>
Cashfonds Plc, Pioneer European Equity Fund Plc, Pioneer Central and
Eastern Europe Fund Plc, and Pioneer U.S. Real Estate Fund Plc; Vice Chairman of
Pioneer GmbH; and a Member of the Supervisory Board of PFPT.
DAVID D. TRIPPLE, DIRECTOR
Executive Vice President and a Director of PGI; President, Chief
Investment Officer and a Director of PMC; Director of PCC, PIntl, First Russia,
Omega and Pioneer SBIC Corporation ("Pioneer SBIC"), Pioneer Global Equity Fund
Plc, Pioneer Global Bond Fund Plc, Pioneer DM Cashfonds Plc, Pioneer European
Equity Fund Plc, Pioneer Central and Eastern Europe Fund Plc, and Pioneer U.S.
Real Estate Fund Plc; and Executive Vice President and Trustee of all of the
Pioneer mutual funds.
WILLIAM H. KEOUGH, TREASURER
Senior Vice President, Chief Financial Officer and Treasurer of PGI;
Treasurer of PMC, PSC, PCC, PIntl, PMT, PGL, First Russia, Omega and Pioneer
SBIC; and Treasurer of all of the Pioneer mutual funds.
JOSEPH P. BARRI, CLERK
Corporate Secretary of PGI and most of its subsidiaries; Secretary of all
of the Pioneer mutual funds; and Partner, Hale and Dorr LLP.
SENIOR VICE PRESIDENTS: Steven M. Graziano and Stephen W. Long.
VICE PRESIDENTS: Mary Kleeman, Barry G. Knight, William A. Misata, Anne W.
Patenaude, Gail A. Smyth, Constance D. Spiros and Marcy L. Supovitz.
Commissions ranging from 80% to 95% of the total Creation and Sales
Charges will be paid to authorized investment broker-dealer firms that are
members of the NASD and have executed a sales agreement with the Sponsor.
THE CUSTODIAN
[___________________________________], [___________________], [____],
[__________________], acts as Custodian for Pioneer Independence Plans pursuant
to a custodian agreement with the Sponsor, dated [__________], 199_ (the
"Custodian Agreement"). The Custodian is a [___________] organized under the
laws of [___________].
Investments under a Plan should be payable to Pioneer Independence
Plans and sent to the Custodian. After making authorized deductions, the
Custodian applies the remaining balance of the investment to the purchase of
Fund shares for a Plan. The Custodian holds these shares in its custody,
receiving dividends and distributions which are automatically reinvested in
additional Fund shares for the Plan accounts, unless a Planholder elects to
receive cash.
The duties of the Custodian under the Custodian Agreement include the
receipt of all investments from Planholders and income dividends and capital
gains distributions on Fund shares, the processing of all authorized deductions
therefrom and the purchase and retention of Fund shares for the Planholders'
accounts. The Custodian also effects partial or complete
21
<PAGE>
liquidations of Plans in connection with withdrawals or terminations and
the various other functions discussed above.
The Custodian has assumed only those obligations specifically imposed
on it under the Custodian Agreement. The Custodian has no responsibility for the
choice of the underlying investment, for the investment policies and practices
of the Fund or for the acts or omissions of the Sponsor or the investment
manager of the Fund.
The Custodian Agreement cannot be amended to affect adversely the
rights and privileges of the Planholders without their written consent. Neither
may the Custodian resign unless an eligible successor has been designated and
has accepted the custodianship. Such successor must be a bank or trust company
having capital, surplus and undivided profits totaling at least $2,000,000. The
Custodian may be changed without notice to, or the approval of, the Planholders.
The Custodian may terminate its obligation to accept new Plans for custodianship
if the Sponsor fails to perform certain activities it is required to perform
under the Custodian Agreement or if the Custodian terminates the Custodian
Agreement upon 90 days' notice to the Sponsor.
PIONEER INDEPENDENCE PLANS
Pioneer Independence Plans is considered to be a unit investment trust
under the 1940 Act and is registered as such with the Securities and Exchange
Commission. Such registration does not imply supervision of management or
investment practices or policies by the Commission.
Pioneer Independence Plans is currently registered in all states except
______. Applications for such registration have been made by the Sponsor. The
Plans may be offered in all states where it is lawful to do so.
Periodic/S-6new12
22
<PAGE>
The prospectus for the Fund contained in its registration statement on Form
N-1A, filed with the Securities and Exchange Commission on December 12, 1997
(Accession No. 0001051010-97-000012), is incorporated herein.
<PAGE>
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, as amended, the undersigned registrant undertakes to file
with the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following papers and
documents:
The facing sheet
Reconciliation and tie of information in Prospectus with items of
Form N-8B-2
The Prospectus consisting of 24 pages
The prospectus for Pioneer Independence Fund (underlying security)
The undertaking to file reports
Signatures
Written consent of the following person: Arthur Andersen LLP (see
Exhibit 1(B))
The following exhibits:
EXHIBIT NO. DESCRIPTION
1. (A)(1) Form of Custodian Agreement between Pioneer Funds
Distributor, Inc. and [__________________________
______] (depositor and custodian, respectively)
1. (A)(2) Not applicable
1. (A)(3)(a) Form of Sponsorship Agreement for the Registrant*
1. (A)(3)(b) Form of Sales Agreement between Pioneer Funds
Distributor, Inc. and other broker-dealers*
1. (A)(3)(c) Schedules of sales commissions
1. (A)(4) Not applicable
1. (A)(5) Not applicable
1. (A)(6) Certificate of incorporation and by-laws of Pioneer
Funds Distributor, Inc.
1. (A)(7) Not applicable
1. (A)(8) Form of Underwriting Agreement between Pioneer Funds
Distributor, Inc. and Pioneer Independence Fund
1. (A)(9) Not applicable
<PAGE>
EXHIBIT NO. DESCRIPTION
1. (A)(10) Form of investment application
1. (B) Written consent of Arthur Andersen LLP
2. Opinion of counsel as to the legality of the
securities being registered*
3. (1)(b) Not applicable
3. (1)(c) Financial Statements of Pioneer Funds Distributor,
Inc.:
Consolidated Balance Sheet at September 30, 1997
(unaudited)
Consolidated Statement of Income at September 30,
1997 (unaudited)
Consolidated Balance Sheet at December 31, 1996
Consolidated Statement of Income for the year ended
December 31, 1996
Consolidated Statement of Changes in Stockholder's
Equity for the year ended December 31, 1996
Consolidated Statement of Cash Flows for the year
ended December 31, 1996
Notes to Consolidated Financial Statements at
December 31, 1996
Report of Independent Public Accountants at
February 21, 1997
___________________________
*To be filed by amendment.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the sponsor
of the registrant has caused this registration statement to be signed on behalf
of the registrant thereto duly authorized in the City of Boston and the
Commonwealth of Massachusetts on the 12th day of December, 1997.
PIONEER INDEPENDENCE PLANS
(Name of Registrant)
By: PIONEER FUNDS DISTRIBUTOR, INC.
By: /s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman
Pursuant to the requirements of the Securities Act of 1933, the
registrant's sponsor has duly caused this registration statement to be signed on
the registrant's behalf by following persons in the capacities indicated on
December 12, 1997:
Signature Title
/s/ John F. Cogan, Jr. Chairman (Chief Executive )
John F. Cogan, Jr. Officer) and Director, Pioneer )
Funds Distributor, Inc. )
)
)
/s/ Robert L. Butler Director, Pioneer Funds )
Robert L. Butler Distributor, Inc. )
)
)
/s/ David D. Tripple Director, Pioneer Funds )
David D. Tripple Distributor, Inc. )
)
)
/s/ William H. Keough Treasurer (Principal Financial )
William H. Keough and Accounting Officer), )
Pioneer Funds Distributor, Inc. )
[G:\EDGAR\PERIODIC\CUSTOGR7.RTF]
CUSTODIAN AGREEMENT
-------------------
BETWEEN
-------
PIONEER FUNDS DISTRIBUTOR, INC.
-------------------------------
AND
---
[_________________________________]
-----------------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
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
<PAGE>
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
-ii-
<PAGE>
CUSTODIAN AGREEMENT
-------------------
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;
<PAGE>
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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<PAGE>
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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<PAGE>
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
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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
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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
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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:
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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
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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
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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
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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.
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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.
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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
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<PAGE>
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
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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.
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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.
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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;
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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.
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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
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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.
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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
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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.
-41-
<PAGE>
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.
-42-
<PAGE>
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:
- ----------------------------
-43-
<PAGE>
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.
<PAGE>
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.
<TABLE>
<CAPTION>
PIONEER INDEPENDENCE PLANS
15-YEAR PLAN INVESTMENTS AND DEDUCTIONS
CREATION AND SALES CHARGE
----------------------------------------------------------
PER TO NET
MONTHLY PER INVEST- TOTAL TO INVEST- MONTHLY
PLAN TOTAL INVEST- MENT SALES TOTAL MENT PLAN
INVEST- INVEST- MENT 13 THRU CHARGE INVEST- IN INVEST-
MENT MENT 1 THRU 12 180 (A) MENT SHARES MENT
- ---------- ------------- --------- -------- ------------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 9,000.00 $ 25.00 $0 $ 300.00 3.33% 3.45% $ 50.00
75.00 13,500.00 37.50 0 450.00 3.33% 3.45% 75.00
100.00 18,000.00 50.00 0 600.00 3.33% 3.45% 100.00
125.00 22,500.00 62.50 0 750.00 3.33% 3.45% 125.00
150.00 27,000.00 75.00 0 900.00 3.33% 3.45% 150.00
166.66 29,998.80 83.33 0 999.96 3.33% 3.45% 166.66
200.00 36,000.00 100.00 0 1,200.00 3.33% 3.45% 200.00
250.00 45,000.00 125.00 0 1,500.00 3.33% 3.45% 250.00
300.00 54,000.00 150.00 0 1,800.00 3.33% 3.45% 300.00
350.00 63,000.00 175.00 0 2,100.00 3.33% 3.45% 350.00
400.00 72,000.00 200.00 0 2,400.00 3.33% 3.45% 400.00
450.00 81,000.00 225.00 0 2,700.00 3.33% 3.45% 450.00
500.00 90,000.00 250.00 0 3,000.00 3.33% 3.45% 500.00
600.00 108,000.00 300.00 0 3,600.00 3.33% 3.45% 600.00
700.00 126,000.00 350.00 0 4,200.00 3.33% 3.45% 700.00
800.00 144,000.00 400.00 0 4,800.00 3.33% 3.45% 800.00
900.00 162,000.00 450.00 0 5,400.00 3.33% 3.45% 900.00
1,000.00 180,000.00 500.00 0 6,000.00 3.33% 3.45% 1,000.00
1,250.00 225,000.00 625.00 0 7,500.00 3.33% 3.45% 1,250.00
1,500.00 270,000.00 675.00 0 8,100.00 3.00% 3.09% 1,500.00
1,750.00 315,000.00 700.00 0 8,400.00 2.67% 2.74% 1,750.00
2,000.00 360,000.00 750.00 0 9,000.00 2.50% 2.56% 2,000.00
2,500.00 450,000.00 812.50 0 9,750.00 2.17% 2.21% 2,500.00
5,000.00 900,000.00 1,250.00 0 15,000.00 1.67% 1.69% 5,000.00
10,000.00 1,800,000.00 1,500.00 0 19,000.00 1.00% 1.01% 10,000.00
</TABLE>
NOTES:
(A) Does not include an annual service fee paid by Pioneer Independence Fund of
up to 0.25% based on Pioneer Independence Fund's average daily net assets.
<PAGE>
<TABLE>
<CAPTION>
PIONEER INDEPENDENCE PLANS
TOTAL 25-YEAR PLAN INVESTMENTS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION IS USED
CREATION AND SALES CHARGE
-------------------------------------------------------
PER TO NET
MONTHLY PER INVEST- TOTAL TO INVEST- MONTHLY
PLAN TOTAL INVEST- MENT SALES TOTAL MENT PLAN
INVEST- INVEST- MENT 13 THRU CHARGE INVEST- IN INVEST-
MENT MENT 1 THRU 12 180 (A) MENT SHARES MENT
- ---------- ------------- --------- -------- ---------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 15,000.00 $ 25.00 $0 $ 300.00 2.00% 2.04% $ 50.00
75.00 22,500.00 37.50 0 450.00 2.00% 2.04% 75.00
100.00 30,000.00 50.00 0 600.00 2.00% 2.04% 100.00
125.00 37,500.00 62.50 0 750.00 2.00% 2.04% 125.00
150.00 45,000.00 75.00 0 900.00 2.00% 2.04% 150.00
166.66 49,988.00 83.33 0 999.96 2.00% 2.04% 166.66
200.00 60,000.00 100.00 0 1,200.00 2.00% 2.04% 200.00
250.00 75,000.00 125.00 0 1,500.00 2.00% 2.04% 250.00
300.00 90,000.00 150.00 0 1,800.00 2.00% 2.04% 300.00
350.00 105,000.00 175.00 0 2,100.00 2.00% 2.04% 350.00
400.00 120,000.00 200.00 0 2,400.00 2.00% 2.04% 400.00
450.00 135,000.00 225.00 0 2,700.00 2.00% 2.04% 450.00
500.00 150,000.00 250.00 0 3,000.00 2.00% 2.04% 500.00
600.00 180,000.00 300.00 0 3,600.00 2.00% 2.04% 600.00
700.00 210,000.00 350.00 0 4,200.00 2.00% 2.04% 700.00
800.00 240,000.00 400.00 0 4,800.00 2.00% 2.04% 800.00
900.00 270,000.00 450.00 0 5,400.00 2.00% 2.04% 900.00
1,000.00 300,000.00 500.00 0 6,000.00 2.00% 2.04% 1,000.00
1,250.00 375,000.00 625.00 0 7,500.00 2.00% 2.04% 1,250.00
1,500.00 450,000.00 675.00 0 8,100.00 1.80% 1.83% 1,500.00
1,750.00 525,000.00 700.00 0 8,400.00 1.60% 1.63% 1,750.00
2,000.00 600,000.00 750.00 0 9,000.00 1.50% 1.52% 2,000.00
2,500.00 750,000.00 812.50 0 9,750.00 1.30% 1.32% 2,500.00
5,000.00 1,500,000.00 1,250.00 0 15,000.00 1.00% 1.01% 5,000.00
10,000.00 3,000,000.00 1,500,00 0 10,000.00 0.60% 0.60% 10,000.00
</TABLE>
NOTES:
(A) Does not include an annual service fee paid by Pioneer Independence Fund of
up to 0.25% based on Pioneer Independence Fund's average daily net assets.
THE COMMONWEALTH OF MASSACHUSETTS
[Seal of The Commonwealth ---------------------------------
of Massachusetts] Secretary of the Commonwealth
-----------------------------
William Francis Galvin State House, Boston, Massachusetts 02133
Secretary of the ----------------------------------------
Commonwealth
December 3, 1997
TO WHOM IT MAY CONCERN:
I hereby certify that the records of this office show that
Pioneer Distributor, Inc.
was incorporated under the General Laws of this Commonwealth on
March 2, 1989
I further certify that by articles of amendment filed on June 19, 1989
the name of said corporation was changed to Pioneer Funds Distributor, Inc.
and said corporation still has legal existence.
IN TESTIMONY OF WHICH,
I HAVE HEREUNTO AFFIXED THE
[Great Seal of
the Commonwealth] GREAT SEAL OF THE COMMONWEALTH
ON THE DATE FIRST ABOVE WRITTEN.
/s/ William Francis Galvin
Secretary of the Commonwealth
k mt [*]MGL Chapter 156B, [subsection] 83A provides that certain consolidations
and mergers may be filed with the Division within thirty days AFTER the
effective date of the merger or consolidation.
<PAGE>
BY-LAWS
OF
PIONEER DISTRIBUTORS, INC.
<PAGE>
BY-LAWS
TABLE OF CONTENTS
Page
----
Article 1 - Stockholders................................................. 1
Section 1.1 Place of Meetings............................... 1
Section 1.2 Annual Meeting.................................. 1
Section 1.3 Special Meetings................................ 1
Section 1.4 Notice of Meetings.............................. 1
Section 1.5 Quorum.......................................... 2
Section 1.6 Adjournments.................................... 2
Section 1.7 Voting and Proxies.............................. 2
Section 1.8 Action at Meeting............................... 3
Section 1.9 Action without Meeting.......................... 3
Article 2 - Directors.................................................... 3
Section 2.1 Powers.......................................... 3
Section 2.2 Number, Election and Qualification.............. 3
Section 2.3 Enlargement of the Board........................ 4
Section 2.4 Tenure.......................................... 4
Section 2.5 Vacancies....................................... 4
Section 2.6 Resignation..................................... 4
Section 2.7 Removal......................................... 4
Section 2.8 Regular Meetings................................ 5
Section 2.9 Special Meetings................................ 5
Section 2.10 Meetings by Telephone Conference Calls.......... 5
Section 2.11 Notice of Special Meetings...................... 5
Section 2.12 Quorum.......................................... 5
Section 2.13 Action at Meeting............................... 6
Section 2.14 Action by Consent............................... 6
Section 2.15 Committees...................................... 6
Section 2.16 Compensation of Directors....................... 6
Article 3 - Officers..................................................... 6
Section 3.1 Enumeration..................................... 6
Section 3.2 Election........................................ 7
Section 3.3 Qualification................................... 7
Section 3.4 Tenure.......................................... 7
Section 3.5 Resignation and Removal......................... 7
Section 3.6 Vacancies....................................... 8
Section 3.7 Chairman of the Board and Vice-
Chairman of the Board......................... 8
Section 3.8 President....................................... 8
Section 3.9 Vice Presidents................................. 8
Section 3.10 Treasurer and Assistant Treasurers.............. 8
<PAGE>
Section 3.11 Clerk and Assistant Clerks...................... 9
Section 3.12 Secretary and Assistant Secretaries............. 9
Section 3.13 Salaries........................................ 10
Article 4 - Capital Stock................................................ 10
Section 4.1 Issue of Capital Stock.......................... 10
Section 4.2 Certificate of Stock............................ 10
Section 4.3 Transfers....................................... 11
Section 4.4 Record Date..................................... 11
Section 4.5 Replacement of Certificates..................... 12
Article 5 - Miscellaneous Provisions..................................... 12
Section 5.1 Fiscal Year..................................... 12
Section 5.2 Seal............................................ 12
Section 5.3 Voting of Securities............................ 12
Section 5.4 Corporate Records............................... 12
Section 5.5 Evidence of Authority........................... 13
Section 5.6 Articles of Organization........................ 13
Section 5.7 Severability.................................... 13
Section 5.8 Pronouns........................................ 13
Article 6 - Amendments................................................... 13
<PAGE>
B Y - L A W S
OF
PIONEER DISTRIBUTORS, INC.
ARTICLE 1 - Stockholders
------------------------
1.1 PLACE OF MEETINGS. All meetings of stockholders shall be held within
the Commonwealth of Massachusetts unless the Articles of Organization permit the
holding of stockholders' meetings outside Massachusetts, in which event such
meetings may be held either within or without Massachusetts. Meetings of
stockholders shall be held at the principal office of the corporation unless a
different place is fixed by the Board of Directors or the President and stated
in the notice of the meeting.
1.2 ANNUAL MEETING. The annual meeting of stockholders shall be held
on the second Tuesday in May in each year (or if that be a legal holiday in the
place where the meeting is to be held, on the next succeeding full business day)
at 10:00 A.M., unless a different hour is fixed by the Directors or the
President and stated in the notice of the meeting. The purposes for which the
annual meeting is to be held, in addition to those prescribed by law, by the
Articles of Organization or by these By-Laws, may be specified by the Board of
Directors or the President. If no annual meeting is held in accordance with the
foregoing provisions, a special meeting may be held in lieu of the annual
meeting, and any action taken at that special meeting shall have the same effect
as if it had been taken at the annual meeting, and in such case all references
in these By-Laws to the annual meeting of stockholders shall be deemed to refer
to such special meeting.
1.3 SPECIAL MEETINGS. Special meetings of stockholders may be called by
the President or by the Board of Directors. Upon written application of one or
more stockholders who are entitled to vote and who hold at least ten percent of
the capital stock entitled to vote at the meeting, special meetings shall be
called by the Clerk, or in the case of the death, absence, incapacity or refusal
of the Clerk, by any other officer.
1.4 NOTICE OF MEETINGS. A written notice of each meeting of stockholders,
stating the place, date and hour thereof, and the purposes for which the meeting
is to be held, shall be given by the Clerk, Assistant Clerk or other person
calling the meeting at least seven days before the meeting to each stockholder
entitled to vote at the meeting and to each stockholder who by law, by the
Articles of Organization or by these By-Laws is entitled to such notice, by
leaving such notice with him or at his residence or usual place of business, or
by mailing it postage prepaid and addressed to him at his address as it appears
in the records of
<PAGE>
the corporation. Whenever any notice is required to be given to a stockholder
by law, by the Articles of Organization or by these By-Laws, no such notice need
be given if a written waiver of notice, executed before or after the meeting by
the stockholder or his authorized attorney, is filed with the records of the
meeting.
1.5 QUORUM. Unless the Articles of Organization otherwise provide, the
holders of a majority of the number of shares of the stock issued, outstanding
and entitled to vote on any matter shall constitute a quorum with respect to
that matter, except that if two or more classes of stock are outstanding and
entitled to vote as separate classes, then in the case of each such class a
quorum shall consist of the holders of a majority of the number of shares of the
stock of that class issued, outstanding and entitled to vote. Shares owned
directly or indirectly by the corporation shall not be counted in determining
the total number of shares outstanding for this purpose.
1.6 ADJOURNMENTS. Any meeting of stockholders may be adjourned to any
other time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the stockholders present or represented at the meeting,
although less than a quorum, or by any officer entitled to preside or to act as
clerk of such meeting, if no stockholder is present. It shall not be necessary
to notify any stockholder of any adjournment. Any business which could have
been transacted at any meeting of the stockholders as originally called may be
transacted at any adjournment of the meeting.
1.7 VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by the Articles of Organization. Stockholders may vote either in person or by
written proxy dated not more than six months before the meeting named in the
proxy. Proxies shall be filed with the clerk of the meeting, or of any
adjourned meeting, before being voted. Except as otherwise limited by their
terms, a proxy shall entitle the persons named in the proxy to vote at any
adjournment of such meeting, but shall not be valid after final adjournment of
such meeting. A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by any one of them, unless at or prior to
exercise of the proxy the corporation receives a specific written notice to the
contrary from any one of them. A proxy purported to be executed by or on behalf
of a stockholder shall be deemed valid unless challenged at or prior to its
exercise.
1.8 ACTION AT MEETING. When a quorum is present at any meeting, the
holders of a majority of the stock present or represented and voting on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority of the
stock of that class present or represented and voting on a matter), shall
<PAGE>
decide any matter to be voted on by the stockholders, except when a larger vote
is required by law, the Articles of Organization or these By-Laws. Any election
by stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election. No ballot shall be required for
such election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election. The corporation shall not
directly or indirectly vote any share of its own stock.
1.9 ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Each such consent shall be treated for all purposes as a vote at a meeting.
ARTICLE 2 - Directors
---------------------
2.1 POWERS. The business of the corporation shall be managed by a Board
of Directors, who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-Laws.
In the event of a vacancy in the Board of Directors, the remaining Directors,
except as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.
2.2 NUMBER, ELECTION AND QUALIFICATION. The number of Directors which
shall constitute the whole Board of Directors shall be determined by vote of the
stockholders or the Board of Directors, but shall consist of not less than three
Directors (except that whenever there shall be only two stockholders the number
of Directors shall be not less than two and whenever there shall be only one
stockholder or prior to the issuance of any stock, there shall be at least one
Director). The number of Directors may be decreased at any time and from time
to time either by the stockholders or by a majority of the Directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more Directors. The
Directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote on such election. No Director need be a
stockholder of the corporation.
2.3 ENLARGEMENT OF THE BOARD. The number of Directors may be increased
at any time and from time to time by the stockholders or by a majority of the
Directors then in office.
2.4 TENURE. Each Director shall hold office until the next annual meeting
of stockholders and until his successor is elected and qualified, or until his
earlier death, resignation or removal.
<PAGE>
2.5 VACANCIES. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
Directors present at any meeting of Directors at which a quorum is present.
Each such successor shall hold office for the unexpired term of his predecessor
and until his successor is chosen and qualified or until his earlier death,
resignation or removal.
2.6 RESIGNATION. Any Director may resign by delivering his written
resignation to the corporation at its principal office or to the President or
Clerk. Such resignation shall be effective upon receipt unless it is specified
to be effective at some other time or upon the happening of some other event.
2.7 REMOVAL. A Director may be removed from office with or without cause
by vote of the holders of a majority of the shares entitled to vote in the
election of Directors. However, the Directors elected by the holders of a
particular class or series of stock may be removed from office with or without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series. In addition, a Director may be removed from office for
cause by vote of a majority of the Directors then in office. A Director may be
removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him.
2.8 REGULAR MEETINGS. Regular meetings of the Directors may be held
without call or notice at such places, within or without Massachusetts, and at
such times as the Directors may from time to time determine, provided that any
Director who is absent when such determination is made shall be given notice of
the determination. A regular meeting of the Directors may be held without a
call or notice immediately after and at the same place as the annual meeting of
stockholders.
2.9 SPECIAL MEETINGS. Special meetings of the Directors may be held at
any time and place, within or without Massachusetts, designated in a call by the
Chairman of the Board, President, Treasurer, two or more Directors or by one
Director in the event that there is only a single Director in office.
2.10 MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or members of any
committee designated by the Directors may participate in a meeting of the
Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.
2.11 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of he
Directors shall be given to each Director by the Secretary or Clerk or by the
officer or one of the Directors
<PAGE>
calling the meeting. Notice shall be duly given to each Director (i) by notice
given to such Director in person or by telephone at least 48 hours in advance of
the meeting, (ii) by sending a telegram or telex, or by delivering written
notice by hand, to his last known business or home address at least 48 hours in
advance of the meeting, or (iii) by mailing written notice to his last known
business or home address at least 72 hours in advance of the meeting. Notice
need not be given to any Director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Director who attends the meeting without protesting prior to the meeting or at
its commencement the lack of notice to him. A notice or waiver of notice of a
Directors' meeting need not specify the purposes of the meeting. If notice is
given in person or by telephone, an affidavit of the Secretary, Clerk, officer
or Director who gives such notice that the notice has been duly given shall, in
the absence of fraud, be conclusive evidence that such notice was duly given.
2.12 QUORUM. At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time without further notice.
2.13 ACTION AT MEETING. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, by the Articles
of organization or by these By-Laws.
2.14 ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Board of Directors may be taken without a meeting if all the
Directors consent to the action in writing and the written consents are filed
with the records of the Directors' meetings. Each such consent shall be treated
for all purposes as a vote at a meeting.
2.15 COMMITTEES. The Board of Directors may, by vote of a majority of the
Directors then in office, elect from their number an executive committee or
other committees and may by like vote delegate to committees so elected some or
all of their powers to the extent permitted by law. Except as the Board of
Directors may otherwise determine, any such committee may make rules for the
conduct of its business, but unless otherwise provided by the Directors or in
such rules, its business shall be conducted as nearly as possible in the same
manner as is provided by these By-Laws for the Directors. The Board of
Directors shall have the power at any time to fill vacancies in any such
committee, to change its membership or to discharge the committee.
2.16 COMPENSATION OF DIRECTORS. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment
shall preclude any
<PAGE>
Director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE 3 - Officers
--------------------
3.1 ENUMERATION. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk and such other officers with such other titles
as the Board of Directors may determine, including, but not limited, to a
Chairman of the Board, a Vice Chairman of the Board, a Secretary and one or more
Vice Presidents, Assistant Treasurers, Assistant Clerks and Assistant
Secretaries.
3.2 ELECTION. The President, Treasurer and Clerk shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen or appointed by the Board
of Directors at such meeting or at any other meeting.
3.3 QUALIFICATION. No officer need be a director or stockholder. Any
two or more offices may be held by the same person. The Clerk shall be a
resident of Massachusetts unless the corporation has a resident agent appointed
for the purpose of service of process. Any officer may be required by the
Directors to give bond for the faithful performance of his duties to the
corporation in such amount and with such sureties as the Directors may
determine. The premiums for such bonds may be paid by the corporation.
3.4 TENURE. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Directors following the next annual
meeting of stockholders and until their respective successors are chosen and
qualified; and all other officers shall hold office until the first meeting of
the Directors following the annual meeting of stockholders, unless a different
term is specified in the vote choosing or appointing them, or until his earlier
death, resignation or removal.
3.5 RESIGNATION AND REMOVAL. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President, Clerk or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.
Any officer may be removed at any time, with or without cause, by vote of
a majority of the entire number of Directors then in office. An officer may be
removed for cause only after reasonable notice and opportunity to be heard by
the Board of Directors prior to action thereon.
<PAGE>
Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month or the year or
otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the corporation.
3.6 VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Clerk. Each such successor shall hold office for the unexpired term of his
predecessor and until his successor is chosen and qualified, or until he sooner
dies, resigns or is removed.
3.7 CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD. The Board of
Directors may appoint a Chairman of the Board and may designate him as Chief
Executive Officer. If the Board of Directors appoints a Chairman of the Board,
he shall perform such duties and possess such powers as are assigned to him by
the Board of Directors. If the Board of Directors appoints a Vice-Chairman of
the Board, he shall, in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of the Board and
shall perform such other duties and possess such other powers as may from time
to time be vested in him by the Board of Directors.
3.8 PRESIDENT. The President shall, subject to the direction of the
Bard of Directors, have general charge and supervision of the business of the
corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders and, if he is a Director, at all
meetings of the Board of Directors. Unless the Board of Directors has
designated the Chairman of the Board or another officer as Chief Executive
Officer, the President shall be the Chief Executive officer of the corporation.
The President shall perform such other duties and shall possess such other
powers as the Board of Directors may from time to time prescribe.
3.9 VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President. The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.
<PAGE>
3.10 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned to him by
the Board of Directors or the President. In addition, the Treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-Laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.
The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.
3.11 CLERK AND ASSISTANT CLERKS. The Clerk shall perform such duties and
shall possess such powers as the Board of Directors or the President may from
time to time prescribe. In addition, the Clerk shall perform such duties and
have such powers as are incident to the office of the clerk, including without
limitation the duty and power to give notices of all meetings of stockholders
and special meetings of the Board of Directors, to attend all meetings of
stockholders and the Board of Directors and keep a record of the proceedings, to
maintain a stock ledger and prepare lists of stockholders and their addresses as
required, to be custodian of corporate records and the corporate seal and to
affix and attest to the same on documents.
Any Assistant Clerk shall perform such duties and possess such powers as
the Board of Directors, the President or the Clerk may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Clerk, the Assistant Clerk (or if there shall be more than one, the Assistant
Clerks in the order determined by the Board of Directors) shall perform the
duties and exercise the powers of the Clerk.
In the absence of the Clerk or any Assistant Clerk at any meeting of
stockholders or Directors, the person presiding at meeting shall designate a
temporary clerk to keep a record of the meeting.
3.12 SECRETARY AND ASSISTANT SECRETARIES. If a Secretary is appointed,
he shall attend all meetings of the Board of Directors and shall keep a record
of the meetings of the Directors. He shall, when required, notify the Directors
of their meetings, and shall possess such other powers and shall perform such
other
<PAGE>
duties as the Board of Directors or the President may from time to time
prescribe.
Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.
3.13 SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.
ARTICLE 4 - Capital Stock
-------------------------
4.1 ISSUE OF CAPITAL STOCK. Unless otherwise voted by the stockholders,
the whole or any part of any unissued balance of the authorized capital stock of
the corporation or the whole or any part of the capital stock of the corporation
held in its treasury may be issued or disposed of by vote of the Board of
Directors, in such manner, for such consideration and on such terms as the
Directors may determine.
4.2 CERTIFICATE OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer or employee of the corporation, such
signature may be a facsimile. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.
Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Articles of Organization, the By-Laws, applicable
securities laws or any agreement to which the corporation is a party, shall have
conspicuously noted on the face or back of the certificate either the full text
of the restriction or a statement of the existence of such restrictions and a
statement that the corporation will furnish a copy of the restrictions to the
holder of such certificate upon written request and without charge. Every
certificate issued when the corporation is authorized to issue more than one
class or series of stock shall set forth on its face or back either the full
text
<PAGE>
of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers, qualifications and
rights and a statement that the corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.
4.3 TRANSFERS. Subject to the restrictions, if any, stated or noted on
the stock certificates, shares of stock may be transferred on the books of the
corporation by the surrender to the corporation or its transfer agent of the
certificate representing such shares properly endorsed or accompanied by a
written assignment or power of attorney properly executed, and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by
the Articles of Organization or by these By-Laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books
of the corporation in accordance with the requirements of these By-Laws.
It shall be the duty of each stockholder to notify the corporation of his
post office address and of his taxpayer identification number.
4.4 RECORD DATE. The Board of Directors may fix in advance a time not
more than 60 days preceding the date of any meeting of stockholders or the date
for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders may
be effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting, and any
adjournment, or the right to receive such dividend or distribution or the right
to give such consent or dissent. In such case only stockholders of record on
such record date shall have such right, notwithstanding any transfer of stock on
the books of the corporation after the record date. Without fixing such record
date the Directors may for any of such purposes close the transfer books for all
or any part of such period.
If no record date is fixed and the transfer books are not closed, the
record date for determining the stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
before the day on which notice is given, and the record date for determining the
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors acts with respect to such purpose.
4.5 REPLACEMENT OF CERTIFICATES. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a
<PAGE>
duplicate certificate may be issued in place of the lost, destroyed or
mutilated certificate, upon such terms as the Directors may prescribe, including
the presentation of reasonable evidence of such loss, destruction or mutilation
and the giving of such indemnity as the Directors may require for the protection
of the corporation or any transfer agent or registrar.
ARTICLE 5 - Miscellaneous Provisions
------------------------------------
5.1 FISCAL YEAR. Except as otherwise set forth in the Articles of
Organization or as otherwise determined from time to time by the Board of
Directors, the fiscal year of the corporation shall in each year end on
December 31.
5.2 SEAL. The seal of the corporation shall, subject to alteration by
the Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.
5.3 VOTING OF SECURITIES. Except as the Board of Directors may otherwise
designate, the President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-fact for this
corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.
5.4 CORPORATE RECORDS. The original, or attested copies, of the Articles
of Organization, By-Laws and records of all meetings of the incorporators and
stockholders, and the stock records, which shall contain the names of all
stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts at the principal office of the corporation, or at an
office of its transfer agent or of the Clerk. These copies and records need not
all be kept in the same office. They shall be available at all reasonable times
for the inspection of any stockholder for any proper purpose, but not to secure
a list of stockholders for the purpose of selling the list or copies of the list
or of using the list for a purpose other than in the interest of the applicant,
as a stockholder, relative to the affairs of the corporation.
5.5 EVIDENCE OF AUTHORITY. A certificate by the Clerk or Secretary, or
an Assistant Clerk or Assistant Secretary, or a temporary Clerk or temporary
Secretary, as to any action taken by the stockholders, Directors, any committee
or any officer or representative of the corporation shall as to all persons who
rely on the certificate in good faith be conclusive evidence of such action.
5.6 ARTICLES OF ORGANIZATION. All references in these By-Laws to the
Articles of Organization shall be deemed to refer to
<PAGE>
the Articles of Organization of the corporation, as amended and in effect from
time to time.
5.7 SEVERABILITY. Any determination that any provision of these By-Laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.
5.8 PRONOUNS. All pronouns used in these By-Laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.
ARTICLE 6 - Amendments
----------------------
These By-Laws may be amended by vote of the holders of a majority of the
shares of each class of the capital stock at the time outstanding and entitled
to vote at any annual or special meeting of stockholders, if notice of the
substance of the proposed amendment is stated in the notice of such meeting. If
authorized by the Articles of Organization, the Directors, by a majority of
their number then in office, may also make, amend or repeal these By-Laws, in
whole or in part, except with respect to (a) the provisions of these By-Laws
governing (i) the removal of Directors and (ii) the amendment of these By-Laws
and (b) any provision of these By-Laws which by law, the Articles of
Organization or these By-Laws requires action by the stockholders.
No change in the date fixed in these By-Laws for the annual meeting of
stockholders may be made within 60 days before the date fixed in these By-Laws.
Subject to the preceding sentence, notice of any change in the date fixed in
these By-Laws for the annual meeting of stockholders shall be given to each
stockholder in person or by letter mailed to his last known post office address
at least 20 days before the new date fixed for such meeting.
Not later than the time of giving notice of the meeting of stockholders
next following the making, amending or repealing by the Directors of any By-Law,
notice stating the substance of such change shall be given to all stockholders
entitled to vote on amending the By-Laws.
Any By-Law adopted by the Directors may be amended or repealed by the
stockholders entitled to vote on amending the ByLaws.
UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this day of , 1998, by and between
Pioneer Independence Fund, a Delaware business trust ("Pioneer"), and Pioneer
Funds Distributor, Inc., a Massachusetts corporation (the "Underwriter").
W I T N E S S E T H
WHEREAS, Pioneer is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and has filed a registration statement (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") for
the purpose of registering shares of beneficial interest for public offering
under the Securities Act of 1933, as amended;
WHEREAS, the Underwriter engages in the purchase and sale of securities
both as a broker and a dealer and is registered as a broker-dealer with the
Commission and is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD");
WHEREAS, the parties hereto deem it mutually advantageous that the
Underwriter should act as principal underwriter, as defined in the 1940 Act, for
the sale to the public of the shares of beneficial interest of the securities
portfolio of each series of Pioneer which the Trustees may establish from time
to time (individually, a "Portfolio" and collectively, the "Portfolios"); and
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, Pioneer and the Underwriter do hereby agree as follows:
1. Pioneer does hereby grant to the Underwriter the right and option to
purchase shares of beneficial interest of each class of each Portfolio of
Pioneer (the "Shares") for sale to
<PAGE>
investors either directly or indirectly through other broker-dealers. The
Underwriter is not required to purchase any specified number of Shares, but will
purchase from Pioneer only a sufficient number of Shares as may be necessary to
fill unconditional orders received from time to time by the Underwriter from
investors and dealers.
2. The Underwriter shall offer Shares to the public at an offering
price based upon the net asset value of the Shares, to be calculated for each
class of shares as described in the Registration Statement, including the
prospectus filed with the Commission and in effect at the time of the offering
(the "Prospectus"), plus sales charges as approved by the Underwriter and the
Trustees of Pioneer and as further outlined in the Prospectus. The offering
price shall be subject to any provisions set forth in the Prospectus from time
to time with respect thereto, including, without limitation, rights of
accumulation, letters of intent, exchangeability of shares, reinstatement
privileges, net asset value purchases by certain persons and reinvestments of
dividends and capital gain distributions.
3. In the case of all Shares sold to investors through other
broker-dealers, a portion of applicable sales charges will be reallowed to such
broker-dealers who are members of the NASD or, in the case of certain sales by
banks or certain sales to foreign nationals, to brokers or dealers exempt from
registration with the Commission. The concession reallowed to broker-dealers
shall be set forth in a written sales agreement and shall be generally the same
for broker-dealers providing comparable levels of sales and service.
4. This Agreement shall terminate on any anniversary hereof if its
terms and renewal have not been approved by a majority vote of the Trustees of
Pioneer voting in person, including a majority of its Trustees who are not
"interested persons" of Pioneer and who have no direct or indirect financial
interest in the operation of the Underwriting Agreement (the "Qualified
Trustees"), at a meeting of Trustees called for the
-2-
<PAGE>
purpose of voting on such approval. This Agreement may also be terminated at any
time, without payment of any penalty, by Pioneer on 60 days' written notice to
the Underwriter, or by the Underwriter upon similar notice to Pioneer. This
Agreement may also be terminated by a party upon five days' written notice to
the other party in the event that the Commission has issued an order or obtained
an injunction or other court order suspending effectiveness of the Registration
Statement covering the Shares. Finally, this Agreement may also be terminated by
Pioneer upon five days' written notice to the Underwriter provided either of the
following events has occurred: (i) the NASD has expelled the Underwriter or
suspended its membership in that organization; or (ii) the qualification,
registration, license or right of the Underwriter to sell Shares in a particular
state has been suspended or cancelled in a state in which sales of the Shares
during the most recent 12-month period exceeded 10% of all Shares sold by the
Underwriter during such period.
5. The compensation for the services of the Underwriter as a principal
underwriter under this Agreement shall be (i) that part of the sales charge
which is retained by the Underwriter after allowance of discounts to dealers as
set forth in the Registration Statement, including the Prospectus, filed with
the Commission and in effect at the time of the offering, as amended, and (ii)
those amounts payable to the Underwriter as reimbursement of expenses pursuant
to any distribution plan for Pioneer which may be in effect. Nothing contained
herein shall relieve Pioneer of any obligation under its management contract or
any other contract with any affiliate of the Underwriter.
6. The parties to this Agreement acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, of any nature
whatsoever, including without limitation, liabilities arising in connection with
any agreement of Pioneer or its Trustees as set forth herein to indemnify any
party to this Agreement or any other person, if any, shall be satisfied out of
the assets of Pioneer and that no Trustee, officer or holder of shares of
beneficial interest of Pioneer shall be personally liable for any of the
foregoing liabilities.
-3-
<PAGE>
Pioneer's Agreement and Declaration of Trust, as may be amended from time to
time, describes in detail the respective responsibilities and limitations on
liability of the Trustees, officers, and holders of the Shares.
7. This Agreement shall automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
8. In the event of any dispute between the parties, this Agreement
shall be construed according to the laws of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers and their seals to be hereto
affixed as of the day and year first above written.
ATTEST: PIONEER INDEPENDENCE FUND
____________________________ By: __________________________
Joseph P. Barri John F. Cogan, Jr.
Secretary President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
___________________________ By: ___________________________
Joseph P. Barri Robert L. Butler
Clerk President
-4-
R E G I S T R A T I O N - Please Print or Type [landscape oriented
along left margin]
[Pioneer logo] Independence Plans
PIONEER Application
- --------------------------------------------------------------------------------
/ Special pricing applicable? [] Yes [] No
/
/ Special Pricing Breakpoint (Dealer Use)
/ [____________________________]
/
New Account Number __________ / List all associated account numbers and
/ monthly amounts.
Monthly Unit $__________ /
/ _________________________ $__________
Total Plan Amount $__________ / _________________________ $__________
/ _________________________ $__________
Initial Investment $__________ / _________________________ $__________
- --------------------------------------------------------------------------------
/REGISTER THIS PLAN AS FOLLOWS:
/
Individual /_________________________________________ ____-____-____
/First Name Middle Initial Last Name Social Security Number
Joint Tenant / (If joint tenants, use
with Right of /_________________________________________ Social Security Number
Survivorship /First Name Middle Initial Last Name of the first joint
/ tenant listed.)
Uniform /_________________________________________
Gifts/ /Custodian's Name
Transfers /
to Minors /_________________________________________ ____-____-____
/Minor's Name (only one permitted) Social Security Number
/ of Minor
/under the _____ [] Uniform [] Uniform
/ State Gifts to Transfers to ____-____-____
/ Minors Act Minors Act Birthdate of Minor
- --------------------------------------------------------------------------------
Corporations, /_______________________________________ ____-_________
Trusts, or /Name of Corporation or Trustee(s) Taxpayer
other / Identification Number
Fiduciaries /_______________________________________ ____-____-____
/Name of Trust Date of Trust
- --------------------------------------------------------------------------------
Address /__________________________ ______________ _________ ________
& /Street or P.O. Box City State ZIP
Citizenship /
/____-____-____ Citizen of U.S. [] Yes []No ___________________
/Telephone If no, citizen of
- --------------------------------------------------------------------------------
TELEPHONE WITHDRAWAL FEATURE--Unless indicated below, I authorize BFDS to accept
instructions from any person to redeem up to 90% of the share value of my
account(s) by telephone, in accordance with the procedures and conditions set
forth in the Pioneer Independence Plans current prospectus.
[] I DO NOT want the Telephone Redemption Privilege.
Redemptions by telephone must be for an amount less than $100,000 and will be
sent by check via U.S. mail to the address of record. In the event that the
mailing address has been changed within 30 days of the redemption request, the
redemption request must be in writing if over $5,000.
Pioneering Services Corporation and BFDS will not be liable for any loss,
expense or cost arising out of any telephone redemption request effected in
accordance with the authorization(s) set forth in this application if they
reasonably believe such request to be genuine, but may in certain cases be
liable for losses due to unauthorized or fradulent transactions. Procedures for
verification of telephone transactions may include recordings of telephone
transactions and requests for conformation of the shareholder's Social Security
Number and current address. Mailings of confirmations occur promptly after the
transaction.
- --------------------------------------------------------------------------------
The undersigned warrant(s) that I (we) have full authority and, if a natural
person, I (we) am (are) of legal age to purchase shares pursuant to this
application, and have received a current prospectus for the plans.
- --------------------------------------------------------------------------------
WITHHOLDING INFORMATION (Substitute Form W-9)
UNDER THE INTEREST AND DIVIDEND TAX COMPLIANCE ACT OF 1983, WE ARE REQUIRED TO
HAVE THE FOLLOWING CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY
THAT:
(1) The number shown above is my correct taxpayer identification number
(or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding.
You must cross out item 2 above if you have been notified by the IRS that you
are currently subject to backup withholding because of underreporting interest
or dividends on your tax return. For real estate transactions, item 2 does not
apply. For mortgage interest paid, the acquisition or abandonment of secured
property, contributions to an individual retirement arrangement (IRA), and
generally payments other than interest and dividends, you are not required to
sign the certification, but you must provide your correct taxpayer
identification number.
- --------------------------------------------------------------------------------
SIGNATURE PROVISIONS
I/We, the undersigned Depositor(s), have read and understand the foregoing
application and the attached material included herein by reference. In
addition, I/We certify that the information which I/we have provided and the
information which is included within the application and the attached material
included herein by reference is accurate including but not limited to the
representations contained in the Withholding Information section of this
application above. [The Internal Revenue Service does not require your consent
to any provision of this document other than the certifications required to
avoid backup withholding.]
Signature of Owner* X ___________________________________ Date ________________
Signature of Joint Owner X ______________________________ Date ________________
*If a corporate or trust account, authorized signor should indicate title (e.g.,
President, Treasurer, or Trustee).
- --------------------------------------------------------------------------------
A Bank Draft Authoriza- / MAIL APPLICATION United Services Planning
tion is attached [] Yes [] No / AND INITIAL Association, Inc.
/ INVESTMENT TO: P.O. Box XXXX
Check box for / Fort Worth, Texas 76113
Government Allotment [] /
/
MAKE ALL CHECKS [___________ /
PAYABLE TO: ______________ /
______] /
- --------------------------------------------------------------------------------
Dealer Name ________________________ Authorized Signature X ____________________
Branch Office (Location) _______________________________________________________
Representative _________________________________________________________________
Name Number
Representative's Signature X ______________________________________
7XX (12/97)
[copyright symbol] 1997 United Services Planning Association, Inc. 12057
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made part of this registration
statement.
/s/ Arthur Andersen LLP
December 10, 1997
Massachusetts
PIONEER FUNDS DISTRIBUTOR, INC.
-------------------------------
CONSOLIDATED BALANCE SHEET - SEPTEMBER 30, 1997
-----------------------------------------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNT)
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash and temporary investments, at cost
which approximates value . . . . . . . . . . . . . . . . . . . $ 4,759
Investments in marketable securities, at value . . . . . . . . . 6,470
Receivables:
From securities brokers and
dealers for sales of mutual fund shares . . . . . . . . . . 12,232
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,219
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,659
Furniture, equipment and leasehold improvements,
at cost (net of accumulated depreciation
and amortization of $622) . . . . . . . . . . . . . . . . . 489
Dealer advances (net of accumulated amortization of $15,756) . . 40,006
Deferred cost of restricted stock plan . . . . . . . . . . . . . 705
--------
$70,539
========
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
<S> <C>
Payable to funds for shares sold . . . . . . . . . . . . . . . . $ 12,212
Accrued expenses and accounts payable . . . . . . . . . . . . . 5,520
Deferred income taxes, net . . . . . . . . . . . . . . . . . . . 16,393
--------
Total liabilities . . . . . . . . . . . . . . . . . . 34,125
--------
<CAPTION>
STOCKHOLDER'S EQUITY:
<S> <C>
Common stock, $0.10 par value
Authorized - 100,000 shares
Issued and outstanding - 100 shares . . . . . . . . . . . . . -
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . 111,175
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . (74,602)
Cumulative translation adjustment . . . . . . . . . . . . . . . (159)
--------
Total stockholder's equity . . . . . . . . . . . . . . 36,414
--------
$ 70,539
</TABLE>
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
-------------------------------
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
--------------------------------------------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
REVENUES AND OTHER INCOME:
<S> <C>
Underwriting commissions . . . . . . . . . . . . . . . . $ 5,151
Distribution and service fees . . . . . . . . . . . . . 9,440
Other income . . . . . . . . . . . . . . . . . . . . . . 1,991
-------
16,582
<CAPTION>
DISTRIBUTION AND ADMINISTRATIVE EXPENSES:
<S> <C>
Sales and marketing . . . . . . . . . . . . . . . . . . 12,652
Salaries and related benefits . . . . . . . . . . . . . 6,281
Amortization of dealer advances . . . . . . . . . . . . 6,828
Other . . . . . . . . . . . . . . . . . . . . . . . . . 5,874
-------
31,635
-------
Loss before benefit for income taxes . . . . . . . . . . (15,053)
-------
<CAPTION>
BENEFIT (PROVISION) FOR INCOME TAXES:
<S> <C>
State . . . . . . . . . . . . . . . . . . . . . . . . . 819
Federal . . . . . . . . . . . . . . . . . . . . . . . . 5,092
Foreign . . . . . . . . . . . . . . . . . . . . . . . . (377)
-------
5,534
-------
Net loss . . . . . . . . . . . . . . . . . . . . . . . . $(9,519)
=======
</TABLE>
<PAGE>
A R T H U R A N D E R S E N L L P
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Pioneer Funds Distributor, Inc.:
We have audited the accompanying consolidated balance sheet of Pioneer
Funds Distributor, Inc. (a Massachusetts corporation and a wholly owned
subsidiary of Pioneering Management Corporation) as of December 31, 1996, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for the year then ended. These consolidated financial statements
and the schedules referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements and schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Pioneer Funds
Distributor, Inc. as of December 31, 1996, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the
consolidated financial statements taken as a whole. The information contained in
Schedules I and II [intentionally omitted] is presented for the purposes of
additional analysis and is not a required part of the consolidated financial
statements, but is supplementary information required by Rule 17a-5 of the
Securities and Exchange Commission. Such information has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.
/s/ Arthur Andersen LLP
Boston, Massachusetts
February 21, 1997
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
-------------------------------
CONSOLIDATED BALANCE SHEET - DECEMBER 31, 1996
----------------------------------------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNT)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash and temporary investments, at cost
which approximates value (Note 2) . . . . . . . . . . . . . . . $ 4,217
Investments in marketable securities, at value . . . . . . . . . . 4,958
Receivables:
From securities brokers and
dealers for sales of mutual fund shares . . . . . . . . . . . 9,010
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,301
Due from affiliates, net . . . . . . . . . . . . . . . . . . . . . 267
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,830
Furniture, equipment and leasehold improvements,
at cost (net of accumulated depreciation and
amortization of $1,239) (Note 2) . . . . . . . . . . . . . . . 592
Dealer advances (net of accumulated amortization
of $8,928) (Note 9) . . . . . . . . . . . . . . . . . . . . . . 34,588
Deferred cost of restricted stock plan (Note 5) . . . . . . . . . 501
-------
$59,264
=======
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
<S> <C>
Payable to funds for shares sold . . . . . . . . . . . . . . . . . $ 8,996
Accrued expenses and accounts payable . . . . . . . . . . . . . . 4,284
Deferred income taxes, net (Note 4) . . . . . . . . . . . . . . . 13,867
-------
Total liabilities . . . . . . . . . . . . . . . . . . . . . 27,147
<CAPTION>
COMMITMENTS (NOTE 8)
STOCKHOLDER'S EQUITY:
<S> <C>
Common stock, $0.10 par value
Authorized - 100,000 shares
Issued and outstanding - 100 shares . . . . . . . . . . . . . . -
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . 97,200
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . (65,083)
-------
Total stockholder's equity . . . . . . . . . . . . . . . . . 32,117
-------
$59,264
=======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
-------------------------------
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
REVENUES AND OTHER INCOME (NOTE 2):
<S> <C>
Underwriting commissions . . . . . . . . . . . . . . . . . . . . $ 6,781
Distribution and service fees . . . . . . . . . . . . . . . . . 7,746
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . 2,348
---------
16,875
<CAPTION>
DISTRIBUTION AND ADMINISTRATIVE EXPENSES:
<S> <C>
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . 16,867
Salaries and related benefits . . . . . . . . . . . . . . . . . 7,735
Amortization of dealer advances . . . . . . . . . . . . . . . . 6,365
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,275
--------
39,242
--------
Loss before benefit for income taxes . . . . . . . . . . . . . . (22,367)
--------
<CAPTION>
BENEFIT (PROVISION) FOR INCOME TAXES (NOTE 4):
<S> <C>
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,042
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,808
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . (88)
--------
8,762
--------
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(13,605)
========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
-------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Common Stock
--------------- Total
Shares Paid-in Accumulated Stockholder's
Issued Amount Capital Deficit Equity
------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C>
December 31, 1995 100 --- $71,700 ($51,478) $20,222
Net loss --- --- --- (13,605) (13,605)
Capital
contributions (Note 7) --- --- 25,500 --- 25,500
------ ------ ------- -------- -------
December 31, 1996 100 --- $97,200 ($65,083) $32,117
====== ====== ======= ======== =======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
-------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C>
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(13,605)
--------
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . 6,737
Unrealized and realized gains on marketable securities, net . . (176)
Restricted stock plan expense . . . . . . . . . . . . . . . . . 199
Changes in operating assets and liabilities:
Receivable from securities brokers and dealers
for sales of mutual fund shares . . . . . . . . . . . . . . . 3,375
Other receivables . . . . . . . . . . . . . . . . . . . . . . . (1,013)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (812)
Dealer advances . . . . . . . . . . . . . . . . . . . . . . . . (23,858)
Payable to funds for shares sold . . . . . . . . . . . . . . . . (3,372)
Accrued expenses and accounts payable . . . . . . . . . . . . . 1,241
Accrued foreign income taxes . . . . . . . . . . . . . . . . . . 16
Deferred cost of restricted stock plan . . . . . . . . . . . . . (276)
Deferred income taxes, net . . . . . . . . . . . . . . . . . . . 6,749
--------
TOTAL ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . (11,190)
--------
NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . (24,795)
--------
<CAPTION>
CASH FLOWS FROM INVESTING ACTIVITIES:
<S> <C>
Additions to furniture, equipment and leasehold improvements . . 21
Investment in marketable securities . . . . . . . . . . . . . . (6,167)
Proceeds from sale of marketable securities . . . . . . . . . . 5,667
--------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . (479)
--------
<CAPTION>
CASH FLOWS FROM FINANCING ACTIVITIES:
<S> <C>
Capital contribution . . . . . . . . . . . . . . . . . . . . . . 25,500
Due to affiliates, net . . . . . . . . . . . . . . . . . . . . . 2,034
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . . 27,534
--------
NET INCREASE IN CASH AND TEMPORARY INVESTMENTS . . . . . . . . . . 2,260
CASH AND TEMPORARY INVESTMENTS AT BEGINNING OF YEAR . . . . . . . 1,957
--------
CASH AND TEMPORARY INVESTMENTS AT END OF YEAR . . . . . . . . . . $ 4,217
========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 1996
-----------------
NOTE (1) NATURE OF OPERATIONS AND ORGANIZATION
NATURE OF OPERATIONS
Pioneer Funds Distributor, Inc. (the Company [or PFD]) serves as the
principal underwriter of shares of the Pioneer Family of Mutual Funds, utilizing
a large network of independent broker-dealers. In addition, the Company serves
as the exclusive distributor [for] Pioneer [] Variable [] Contracts Trust.
ORGANIZATION
PFD is a wholly owned subsidiary of Pioneering Management Corporation
(PMC). Pioneer Fonds Marketing GmbH (PFM) is a wholly owned subsidiary of PFD
and performs marketing and distributor services in Germany.
NOTE (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles. Consolidated
financial statements prepared in accordance with U.S. generally accepted
accounting principles requires the use of management estimates.
The accompanying consolidated financial statements include the accounts of
the Company and [PFM]. All intercompany balances and transactions between the
Company and its subsidiary have been eliminated in consolidation.
RECOGNITION OF REVENUE
Underwriting commissions earned from the distribution of mutual fund shares
are recorded as income on the trade (execution) date. Distribution fees and
service fees are earned based on 0.75% and 0.25%, respectively, of certain
mutual fund net assets (see Note 9).
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 1996
-----------------
NOTE (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
VALUATION OF FINANCIAL INSTRUMENTS
The Company considers the liquid nature and ready availability of market
quotations when estimating fair value of financial instruments.
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash and temporary investments consist primarily of cash on deposit in
banks and amounts invested in the Pioneer Money Market Trust (PMMT). Generally,
PMMT invests in securities with remaining lives to maturity of three months or
less.
The Company's net benefit for state and federal income taxes of
approximately $8,850,000 in 1996 is reflected as a reduction of amounts due to
affiliates.
FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Depreciation and amortization are provided for financial reporting purposes
on a straight-line basis over the following estimated useful lives: furniture
and equipment, 3-5 years; and leasehold improvements, over the term of the
lease, not exceeding 10 years. In the event of retirement or other disposition
of fixed assets, the cost of the assets and the related accumulated depreciation
and amortization amounts are removed from the accounts, and any resulting gains
or losses are reflected in earnings.
NOTE (3) NET CAPITAL
As a broker-dealer, the Company is subject to the Securities and Exchange
Commission's regulations and operating guidelines, which require the Company to
maintain a specified amount of net capital, as defined, and a ratio of aggregate
indebtedness to net capital, as defined, not exceeding 15 to 1. Net capital and
the related ratio of aggregate indebtedness to net capital may fluctuate on a
daily basis. The Company's net capital, as computed under Rule 15c3-1, was
$3,793,302 at December 31, 1996, which exceeded required net capital of $830,909
by $2,962,393. The ratio of aggregate indebtedness to net capital at
December 31, 1996 was 3.29 to 1.
The Company is exempt from the reserve requirements of Rule 15c3-3 since
its broker-dealer transactions are limited to the purchase, sale and redemption
of redeemable securities of registered investment companies. The Company
promptly transmits all customer funds and delivers all securities received in
connection with activities as a broker-dealer, and does not otherwise hold funds
or securities for, or owe money or securities to, customers.
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 1996
-----------------
NOTE (4) INCOME TAXES
[The Pioneer Group, Inc. (PGI)] files a consolidated federal income tax
return with its direct and indirect subsidiaries, including the Company.
Consolidated income tax benefits (provisions) are allocated among the companies
based on the income taxes that would have been benefited (accrued) had separate
returns been filed for each entity or when subsidiary losses are utilized in
consolidation.
The 1996 overall income tax benefit rate differs from the statutory federal
income tax rate primarily due to the benefit for state income taxes.
The benefit for income taxes, as stated as a percentage of loss before
income taxes, is comprised of the following:
Federal statutory rate 34.0%
Increases (decreases) in tax rate resulting from:
State income tax, net of federal effect 6.3
Foreign income taxes (1.1)
----
Effective tax rate 39.2%
====
The components of deferred income taxes recognized in the accompanying
consolidated balance sheet are comprised of deferred tax assets of approximately
$129,000 and deferred tax liabilities of approximately $13,996,000. The
approximate income tax effect of each type of temporary difference
is as follows:
Dealer advances $(13,810,000)
Other (net) (57,000)
------------
Total deferred income taxes $(13,867,000)
============
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 1996
-----------------
NOTE (5) STOCK PLANS
PGI has a restricted stock plan (the 1995 Plan) designed to provide
incentives to certain employees who have contributed and are expected to
contribute materially to the success of PGI and its subsidiaries. An aggregate
total of 600,000 shares of PGI common stock may be awarded to participants under
this Plan at a price to be determined by PGI's Board of Directors, generally
$.10 per share. The cost of the 1995 Plan is borne by the entity employing the
participant. Total shares awarded, net of forfeitures, under the 1995 Plan were
76,322 at December 31, 1996. The 1995 Plan expires in January 2000.
PGI's 1990 restricted stock plan (the 1990 Plan) expired in 1995. Total
shares awarded, net of forfeitures, under the 1990 Plan were 745,499 at
December 31, 1996.
The participant's right to resell the awarded stock is restricted to 100%
of the shares awarded during the first two years following the award, 60% during
the third year and 20% less each year thereafter. PGI may repurchase restricted
shares at $.10 per share upon termination of the participant's employment.
In 1996, certain employees of the Company were awarded 11,590 shares of PGI
common stock under the 1995 Plan, with a fair market value on the award date of
approximately $316,000. Total shares awarded to certain employees of the
Company, net of forfeitures, under the 1995 Plan and 1990 Plan were 11,340 and
120,893, respectively, at December 31, 1996.
Awards under these restricted stock plans are compensatory, and
accordingly, the difference between the award price and market price of the
shares under the plan on the award date, less the applicable tax benefit, is
being amortized on a straight-line basis over a five-year period.
Under PGI's 1988 Stock Option Plan (the Option Plan), options may be
granted to key employees of PGI and its subsidiaries. PGI has reserved an
aggregate of 2,400,000 shares for issuance under the Option Plan. Both
incentive stock options intended to qualify under Section 422A of the Internal
Revenue Code of 1986 (incentive stock options) and non-statutory options not
intended to qualify for incentive stock option treatment (non-statutory options)
may be granted under the Option Plan. The Option Plan is administered by the
Board of Directors of PGI (the Board) or a committee of disinterested directors
designated by the Board (the Committee), and unless the Option Plan is
terminated earlier, no option may be granted after August 1, 1998.
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 1996
-----------------
NOTE (5) STOCK PLANS (CONTINUED)
The option price per share is determined by the Board or the Committee but
(i) in the case of incentive stock options, may not be less than 100% of the
fair market value of such shares on the date of option grant, and (ii) in the
case of non-statutory options, may not be less than 90% of the fair market value
on the date of option grant. Options issuable under the Option Plan become
exercisable, as determined by the Board or the Committee, not to exceed ten
years from the date of grant. During 1996, 17,500 stock options were granted at
an exercise price of $24.25. As of December 31, 1996, non-statutory options to
purchase 367,500 shares of PGI common stock at exercise prices ranging from
$4.188 to $27.50, equal to fair market value at the dates of the grants, were
granted to certain employees of the Company under the Option Plan. Of such
options, 48,000 shares were exercised at $4.188, and 12,000 shares were
forfeited as of December 31, 1996.
On May 4, 1995, PGI adopted the 1995 Employee Stock Purchase Plan (the
"1995 Purchase Plan"), which qualifies as an "Employee Stock Purchase Plan"
within the meaning of Section 423 of the Internal Revenue Code of 1986. An
aggregate total of 500,000 shares of common stock have been authorized for
issuance under the 1995 Purchase Plan, to be implemented through one or more
offerings, each approximately six months in length beginning on the first
business day of each January and July. The price at which shares may be
purchased during each offering will be the lower of (i) 85% of the closing
price of the common stock as reported on the NASDAQ National Market (the
"closing price") on the date that the offering commences or (ii) 85% of the
closing price of the common stock on the date the offering terminates. In 1996,
employees of the Company purchased 6,894 shares under the 1995 Purchase Plan.
The Company has determined based on the analysis and assumptions prepared
by management that the disclosure requirements pursuant to Statement of
Financial Accounting Standards No. 123 (Accounting for Stock-Based Compensation)
are immaterial to these financial statements taken as a whole.
NOTE (6) BENEFIT PLANS
PGI and its subsidiaries have two defined contribution benefit plans for
eligible employees: a retirement benefit plan and a savings and investment plan
(collectively, the Plans) qualified under section 401 of the Internal Revenue
Code. PGI makes contributions to a trustee, on behalf of eligible employees, to
fund both Plans. The Company's expenses under the Plans amounted to
approximately $522,000 in 1996.
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 1996
-----------------
NOTE (6) BENEFIT PLANS (CONTINUED)
Both of the Company's Plans described above cover all full-time employees
who have met certain age and length-of-service requirements. Regarding the
retirement benefit plan, the Company contributes an amount that would purchase
a certain targeted monthly pension benefit at the participant's normal
retirement date. In connection with the savings and investment plan,
participants may voluntarily contribute up to 10% of their compensation, and the
Company will match this contribution up to 2%.
NOTE (7) RELATED PARTY TRANSACTIONS
Certain officers and/or directors of the Company are partners of Hale and
Dorr, the Company's legal counsel. Amounts paid by the Company for legal
services of Hale and Dorr amounted to approximately $11,000 in 1996.
During 1996, the Company was charged by PGI for office rental, equipment
expense, salaries and other operating expenses. These charges represent
expenses directly attributable to the Company's operations or an allocation of
its proportionate share of these expenses using formulas that management
believes are reasonable.
During 1996, obligations in the amount of $24 million owed by the Company
to PMC were canceled. The forgiveness of debt was accounted for as a capital
contribution in the accompanying consolidated financial statements. PMC also
contributed an additional $1.5 million in cash, which was also accounted for as
a capital contribution.
Included in Other income is approximately $270,000 which the Company
earned from an affiliate, Pioneer Management Ireland Limited, for underwriting
fees on mutual funds.
NOTE (8) COMMITMENTS
In 1992, PGI entered into a 10 year lease agreement. In 1994, PGI entered
into a direct lease agreement for office space rental on an additional floor.
Future minimum payments under these agreements, which are expected to be
allocated to the Company, amount to $469,000 in 1997, $481,000 in 1998, $500,000
in 1999, $513,000 in 2000, $525,000 in 2001 and $321,000, thereafter. These
future minimum rental payments include estimated annual operating expenses of
approximately $218,000.
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 1996
-----------------
NOTE (9) DEALER ADVANCES
Certain of the Pioneer Family of Mutual Funds maintain a multi-class share
structure, whereby the participating funds offer both the traditional front-end
load shares (Class A shares) and back-end load shares (Class B and Class C
shares). Back-end load shares do not require the investor to pay any sales
charge unless there is a redemption before the expiration of the minimum holding
period which ranges from three to six years in the case of Class B shares and is
one year in the case of Class C shares. However, the Company pays upfront sales
commissions (dealer advances) to broker-dealers ranging from 2% to 4% of the
sales transaction amount on Class B shares and 1% on Class C shares. The
participating Funds pay the Company distribution fees of 0.75% and service
fees of 0.25%, per annum of their net assets invested in Class B and Class C
shares, subject to annual renewal by the participating Fund's Board of
Trustees. In addition, the Company is paid a contingent deferred sales charge
(CDSC) on Class B and C[]shares redeemed within the minimum holding period. The
CDSC is paid based on declining rates ranging from 2% to 4% on the purchases of
Class B shares and 1% for Class C shares.
The Company capitalizes and amortizes Class B share dealer advances for
financial statement purposes over periods which range from three to six years
depending on the participating Fund. The Company capitalizes and amortizes
Class C share dealer advances for financial statement purposes over a twelve
month period. The Company deducts the dealer advances in full for tax purposes
in the year such advances are paid. Distribution and service fees received by
the Company from participating Funds are recorded in income as earned. CDSC
received by the Company from redeeming shareholders reduce unamortized dealer
advances directly.
