RULE 24F-2 NOTICE
1. Name and address of issuer:
Pioneer Fund
60 State Street
Boston, MA 02109-1820
2. Name of each series or class of funds for which this notice is filed:
Pioneer Fund-Class A Shares
Pioneer Fund-Class B Shares
Pioneer Fund-Class C Shares
3. Investment Company Act File Number: 811-1466;
Securities Act File Number: 2-25980
4. Last day of fiscal year for which this notice is filed: December 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the fiscal year but before termination of the issuer's 24f-2 declar-
ation. N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: 6,877,897 Shares
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal year.
Shares: 9,077,203 Aggregate sale price: $243,036,907
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Shares: 2,199,306 Aggregate sale price: $58,885,157
11 Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Shares: 7,687,271 Aggregate sale price: $201,514,070
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 58,885,157
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + $201,514,070
(iii)Aggregate price of shares redeemed or repurchas-
ed during the fiscal year (if applicable): - $259,411,639
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): -0-
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less
line (iii) plus line (iv)] (if applicable): $987,588
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): 1/3300
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: $299.27
Instruction: Issuers should complete line (ii), (iii), and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year: See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lock-
box depository: February 26, 1997
SIGNATURES
This report has been signed below the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)
/s/Robert P. Nault
Assistant Secretary
Date: February 27, 1997
Washington, DCBoston, MALondon, UK*
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
HADL
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 o fax 617-526-5000
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February 26, 1997
Pioneer Fund
60 State Street
Boston, MA 02109
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
Pioneer Fund (the "Delaware Trust") is a Delaware business trust
created under an Agreement and Declaration of Trust dated April 26, 1996, and is
the successor in interest to Pioneer Fund (the "Massachusetts Trust"), which was
organized as a Massachusetts business trust under a written Declaration of Trust
dated April 16, 1985 (the "Declaration of Trust"). The beneficial interests in
the Massachusetts Trust under the Declaration of Trust were represented by
transferable shares of beneficial interest, $1.00 par value.
The Trustees of the Massachusetts Trust had the powers set forth in the
Declaration of Trust, subject to the terms, provisions and conditions therein
provided. Pursuant to Article III, Section 1 of the Declaration of Trust, the
number of shares of beneficial interest authorized to be issued under the
Declaration of Trust was unlimited and the Trustees were authorized to divide
the shares into one or more series of shares as they deemed necessary or
desirable. Pursuant to Article III, Section 4 of the Declaration of Trust, the
Trustees were permitted to issue shares of any series for such amount and type
of consideration, including cash or property, and on such terms as they may have
deemed advisable without action or approval of the shareholders.
We understand that, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"), the Massachusetts Trust had registered
an indefinite number of shares of beneficial interest under the Securities Act
of 1933, as amended (the "1933 Act"), and the Delaware Trust has succeeded to
and adopted such registration.
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Pioneer Fund
February 26, 1997
Page 3
We understand that you are about to file with the Securities and
Exchange Commission a notice on Form 24F-2 pursuant to Rule 24f-2 (the "Rule
24f-2 Notice") making definite the registration of 2,199,306 shares of
beneficial interest of the Massachusetts Trust (the "Shares") sold in reliance
upon said Rule 24f-2 during the period from January 1, 1996 through April 30,
1996.
We have examined the Declaration of Trust, the Massachusetts Trust's
By-laws, resolutions of the Massachusetts Trust's Board of Trustees, a
certificate of an officer of the Delaware Trust to the effect that the
Massachusetts Trust or its agent received the consideration for the Shares in
accordance with the terms of the Declaration of Trust, and such other documents
as we have deemed necessary or appropriate for the purposes of this opinion,
including, but not limited to, originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records of the Massachusetts
Trust and other instruments. In our examination of the above documents, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, the authenticity
of the originals of such latter documents and the legal competence of each
individual executing any documents.
For purposes of this opinion letter, we have not made an independent
review of the laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and express no opinion with respect to the laws of any
jurisdiction other than the laws of The Commonwealth of Massachusetts. Further,
we express no opinion as to compliance with any state or federal securities
laws, including the securities laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the non-assessability of the Shares
of the Massachusetts Trust, is qualified to the extent that under Massachusetts
law, shareholders of a Massachusetts business trust, such as the Massachusetts
Trust, may be held personally liable for the obligations of such Massachusetts
Trust. In this regard, however, please be advised that the Declaration of Trust
disclaimed shareholder liability for acts or obligations of the Massachusetts
Trust and required that notice of such disclaimer be given in each note, bond,
contract, certificate or undertaking made or issued by or on behalf of the
Massachusetts Trust. Also, the Declaration of Trust provided for indemnification
out of property of the Massachusetts Trust for all loss and expense of any
shareholder held personally liable solely by reason of his being or having been
a shareholder of the Massachusetts Trust; provided, however, that no property of
the Massachusetts Trust could be used to indemnify any shareholder of any series
of the Massachusetts Trust other than property of the Massachusetts Trust
allocated or belonging to that series.
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We are of the opinion that all necessary action precedent to the
issuance of the Shares has been duly taken, and that the Shares were legally and
validly issued, and were fully paid and non-assessable by the Massachusetts
Trust, subject to compliance with the 1933 Act, the 1940 Act and the applicable
state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above. Except as
provided in this paragraph, this opinion may not be relied upon by, or filed
with, any other parties or used for any other purpose.
Very truly yours,
/s/Hale and Dorr LLP
Hale and Dorr LLP
