As Filed With The Securities and Exchange Commission on March 28, 1995
Registration Nos. 33-13179 and 811-5099
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
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Pre-Effective Amendment No. ___ / /
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Post-Effective Amendment No. 12 / X /
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
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Amendment No. 13 / X /
(Check appropriate box or boxes)
PIONEER MONEY MARKET TRUST
(Exact name of registrant as specified in charter)
60 State Street, Boston, Massachusetts 02109
(Address of principal executive office) Zip Code
Registrant's Telephone Number, including Area Code: (617) 742-7825
Joseph P. Barri, Esq., Hale and Dorr, 60 State Street, Boston, MA 02109
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box)
___ immediately upon filing pursuant to paragraph (b)
___ on [date] pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)
X on March 31, 1995 pursuant to paragraph (a) of Rule 485
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Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f) of the Investment Company Act
of 1940. The Registrant filed the notice required by Rule 24f-2 for its most
recent fiscal year on February 27, 1995.
<PAGE>
PIONEER MONEY MARKET TRUST
Cross-Reference Sheet Showing Location in Prospectus and
Statement of Additional Information of Information Required by
Items of the Registration Form
<TABLE>
<CAPTION>
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
<S> <C>
1. Cover Page.............................................. Prospectus - Cover Page
2. Synopsis................................................ Prospectus - Expense Information
3. Condensed Financial Information......................... Prospectus - Financial Highlights
4. General Description of
Registrant.............................................. Prospectus - Three Investment Programs; Management of
the Trust
5. Management of the Fund.................................. Prospectus - Management of the Trust
6. Capital Stock and Other
Securities.............................................. Prospectus - Dividends, Distributions and Taxation;
Management of the Trust; The Trust
7. Purchase of Securities
Being Offered........................................... Prospectus - How to Buy Fund Shares; How to Exchange
Fund Shares; Dividends, Distributions and Taxation
8. Redemption or Repurchase................................ Prospectus - How to Sell Fund Shares; How to Exchange
Fund Shares
9. Pending Legal Proceedings............................... Not Applicable
10. Cover Page.............................................. Statement of Additional Information - Cover Page
11. Table of Contents....................................... Statement of Additional Information - Cover Page
12. General Information and History......................... Statement of Additional Information - Cover Page;
Description of Shares
13. Investment Objectives and Policy........................ Statement of Additional Information - Investment
Policies and Restrictions
14. Management of the Fund.................................. Statement of Additional Information - Management of the
Trust; Investment Adviser
15. Control Persons and Principal
Holders of Securities................................... Statement of Additional Information - Management of the
Trust
16. Investment Advisory and
Other Services................................... Statement of Additional Information - Management of the Trust;
Investment Adviser; Shareholder Servicing/Transfer Agent;
Custodian; Independent Public Accountants
17. Brokerage Allocation and
Other Practices......................................... Statement of Additional Information - Portfolio
Transactions
<PAGE>
18. Capital Stock and Other
Securities.............................................. Statement of Additional Information - Description of
Shares; Certain Liabilities
19. Purchase Redemption and
Pricing of Securities
Being Offered........................................... Statement of Additional Information - Determination of
Net Asset Value; Systematic Withdrawal Plan
20. Tax Status.............................................. Statement of Additional Information - Tax Status
21. Underwriters............................................ Statement of Additional Information - Underwriting
Agreement and Distribution Plans; Principal Underwriter
22. Calculation of Performance Data......................... Statement of Additional Information - Investment Results
23. Financial Statements.................................... Statement of Additional Information - Report of
Independent Public Accountants, Financial Statements
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 12 to the Registration Statement of
Pioneer Money Market Trust, a Massachusetts business trust (the "Massachusetts
Trust"), is being filed by Pioneer Money Market Trust, a Delaware business trust
(the "Delaware Trust"), pursuant to Rule 414(d) and Rule 485(a) under the
Securities Act of 1933, as amended, for the purpose of the Delaware Trust
adopting the Massachusetts Trust's Registration Statement. The Delaware Trust is
requesting acceleration of the effective date of this Post-Effective Amendment
to March 31, 1995 which is the first business date after the Massachusetts Trust
is reorganized as a Delaware business trust. The reorganization was approved by
the shareholders of the Massachusetts Trust at a meeting held on February 7,
1995.
----------------------
ADOPTION OF REGISTRATION STATEMENT
The Delaware Trust hereby affirmatively adopts the Registration Statement
(File Nos. 33-13179 and 811-5099) of the Massachusetts Trust.
<PAGE>
Pioneer Cash Reserves Fund
Pioneer U.S. Government Money Fund
Pioneer Tax-Free Money Fund
Class A and Class B Shares
Prospectus March 31, 1995
Pioneer Cash Reserves Fund, Pioneer U.S. Government Money Fund and Pioneer
Tax-Free Money Fund (the "Funds") are money market funds. The Funds' Class A
shares are offered without a sales charge. The Funds' investment objective is
to provide high current income, preservation of capital and liquidity through
investments in high-quality short-term securities. Each Fund employs different
investment policies to achieve this investment objective.
Pioneer Cash Reserves Fund (Class A and B Shares)--a portfolio of money market
instruments, including: securities of the United States government and its
agencies and instrumentalities; certificates of deposit; corporate commercial
paper; and other debt instruments.
Pioneer U.S. Government Money Fund (Class A Shares Only)--a portfolio of
securities issued or guaranteed as to principal and interest by the United
States government, the interest on which is generally exempt from state income
tax.
Pioneer Tax-Free Money Fund (Class A Shares Only)--a portfolio of obligations
issued by states, territories and possessions of the United States ("U.S.") the
interest on which is exempt from federal income tax.
This Prospectus (Part A of the Registration Statement) provides information
about the Funds that you should know before investing. Please read and keep it
for your future reference. More information about the Funds is included in Part
B, the Statement of Additional Information, dated March 31, 1995, which is
incorporated into this Prospectus by reference. You may obtain a copy of the
Statement of Additional Information free of charge by calling Shareholder
Services at 1-800-225-6292 or by written request to the Funds at 60 State
Street, Boston, Massachusetts 02109. Other information about the Funds has been
filed with the Securities and Exchange Commission (the "SEC") and is available
upon request and without charge.
The yield for each Fund will fluctuate. Shares in the Funds are not deposits or
obligations of, or guaranteed or endorsed by, any bank, and the shares are not
federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other agency. INVESTMENTS IN THE FUNDS ARE NEITHER INSURED
NOR GUARANTEED BY THE UNITED STATES GOVERNMENT. THERE CAN BE NO ASSURANCE THAT
THE FUNDS WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
TABLE OF CONTENTS PAGE
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 3
III. THE TRUST 4
IV. THREE INVESTMENT PROGRAMS 4
Suitability 4
Investment Policies 4
Additional Information 6
V. FUND SHARE ALTERNATIVES 6
Class A Shares 6
Class B Shares 6
VI. SHARE PRICE 7
VII. HOW TO BUY FUND SHARES 7
VIII. HOW TO SELL FUND SHARES 9
IX. HOW TO EXCHANGE FUND SHARES 10
X. DISTRIBUTION PLANS 11
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 11
XII. MANAGEMENT OF THE TRUST 12
XIII. DESCRIPTION OF SHARES AND VOTING RIGHTS 13
XIV. SHAREHOLDER SERVICES 13
Account and Confirmation Statements 13
Additional Investments 14
Automatic Investment Plans 14
Financial Reports and Tax Information 14
Dividend Options 14
Voluntary Tax Withholding 14
Retirement Plans 14
Yield Information 14
Telecommunications Device for the Deaf (TDD) 14
Systematic Withdrawal Plans 14
Telephone Transactions and Related Liabilities 14
XV. INVESTMENT RESULTS 15
XVI. APPENDIX 15
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses that
you, as a shareholder, will bear directly or indirectly when you invest in the
Funds. The table reflects annual operating expenses based upon actual expenses
of the Class A shares for the fiscal year ended December 31, 1994, expressed as
a percentage of the average net assets of each Fund.
Pioneer Cash
Reserves Fund
Shareholder Transaction Expenses: Class A Class B
Maximum Initial Sales Charge on Purchases (as a
percentage of offering price) None None
Maximum Sales Charge on Reinvestment of
Dividends None None
Maximum Deferred Sales Charge (as a percentage
of original purchase price or redemption
price, as applicable) None 4.00%
Redemption Fee(1) None None
Exchange Fee None None
Annual Operating Expenses (as a percentage of
net assets):(3)
Management Fee (after Expense Limitation)(2) 0.25% 0.25%
12b-1 Fees 0.10% 1.00%
Other Expenses (including transfer agent fee,
custodian fees and accounting and printing
expenses) 0.50% 0.50%
Total Operating Expenses:
(after Expense Limitation)(2) 0.85% 1.75%
Pioneer Pioneer
U.S. Govern- Tax-Free
ment Money Money
Fund Fund
Shareholder Transaction Expenses:
Maximum Initial Sales Charge on Purchases (as a
percentage of offering price) None None
Maximum Sales Charge on Reinvestment of
Dividends None None
Redemption Fee(1) None None
Exchange Fee None None
Annual Operating Expenses
(as a percentage of net assets):(3)
Management Fee (after Expense Limitation)(2) 0.00% 0.00%
12b-1 Fees 0.12% 0.09%
Other Expenses (including transfer agent fee,
custodian fees and accounting and printing
expenses)
(after Expense Limitation)(2) 0.73% 0.66%
Total Operating Expenses
(after Expense Limitation)(2) 0.85% 0.75%
(1) Separate fees (currently $10 and $20, respectively) apply to domestic or
international bank wire transfers of redemption proceeds.
(2) Effective April 1, 1995, Pioneering Management Corporation ("PMC"), the
Funds' investment adviser, has agreed not to impose its management fee and
to make other arrangements, if necessary, to limit the operating expenses of
each Fund as listed below. This agreement is voluntary and temporary and may
be revised or terminated at any time.
Pioneer
Pioneer U.S. Pioneer
Cash Government Tax-Free
Reserves Money Money
Fund Fund Fund Fund
Management Fee 0.40% 0.40% 0.40%
Expense Limitation 0.85%* 0.85% 0.75%
Expenses Absent Limitation
Other Expenses
Class A n/a 0.78% 1.63%
Class B n/a n/a n/a
Total Operating Expenses
Class A 1.00% 1.30% 2.12%
Class B 1.90% n/a n/a
*For Pioneer Cash Reserves Fund, the portion of fund-wide expenses attributable
to Class B shares will be reduced only to the extent such expenses are reduced
for the Class A shares of that Fund.
(3) For Class B shares, percentages are based on estimated expenses that would
have been incurred during the previous fiscal year had Class B shares been
outstanding.
Example:
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return and constant expenses, with or without redemption at the end of
each time period:
<TABLE>
<CAPTION>
Pioneer Cash Reserves Fund
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A Shares $ 9 $27 $ 47 $ 104
Class B Shares
--Assuming
complete
redemption at
end of period $58 $85 $115 $184*
--Assuming no
redemption $18 $55 $ 95 $184*
</TABLE>
*Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Pioneer U.S. Government Money
Fund $9 $27 $47 $105
Pioneer Tax-Free Money Fund $8 $24 $42 $ 94
</TABLE>
The example above assumes reinvestment of all dividends and distributions and
that the percentage amounts listed under "Annual Operating Expenses" remain the
same each year.
The example is designed for information purposes only, and should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return vary from year to year and may be higher or lower than
those shown.
A sales charge may be applied to exchanges of shares of the Funds for shares of
certain other Pioneer mutual funds. See "How to Exchange Fund Shares." The
payment of Rule 12b-1 fees by Pioneer Cash Reserves Fund may result in
long-term shareholders of that Fund indirectly paying more than the economic
equivalent of the maximum sales charge permitted under the National Association
of Securities Dealers, Inc. Rules of Fair Practice.
For further information regarding management fees, 12b-1 fees and other
expenses of the Trust, including information regarding the basis upon which
management fees and 12b-1 fees are paid, see "Management of the Trust,"
"Distribution Plans" and "How To Buy Fund Shares" in this Prospectus and
"Management of the Trust" and "Distribution Plans" in the Statement of
Additional Information.
2
<PAGE>
II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements of the
Funds which have been audited by Arthur Andersen LLP, independent public
accountants. Arthur Andersen LLP's report on the Trust's financial statements
as of December 31, 1994, appears in the Trust's Annual Report which is
incorporated by reference into the Statement of Additional Information. The
information listed below should be read in conjunction with the financial
statements contained in the Trust's Annual Report. Class B shares are a new
class of shares available only for Pioneer Cash Reserves Fund; no Financial
Highlights exist for Class B shares.
<TABLE>
Pioneer Cash Reserves Fund
Selected Data for each Class A Share Outstanding For the Periods Presented
<CAPTION>
June 22,
1987 to
For the Year Ended December 31, December 31,
1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations:
Net investment income $ 0.03 $ 0.02 $ 0.03 $ 0.05 $ 0.07 $ 0.08 $ 0.07 $ 0.03
Distributions to shareholders from:
Net investment income (0.03) (0.02) (0.03) (0.05) (0.07) (0.08) (0.07) (0.03)
Net increase in net asset value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total return* 3.57% 2.47% 3.06% 5.29% 7.74% 8.80% 7.05% 3.48%
Ratio of net operating expenses to
average net assets 0.50% 0.75% 0.81% 0.88% 0.75% 0.82% 0.78% 0.53%**
Ratio of net investment income to
average net assets 2.59% 2.44% 3.03% 5.23% 7.53% 8.43% 6.91% 6.94%**
Net assets end of period (in
thousands) $173,195 $64,841 $59,097 $73,010 $101,120 $80,121 $59,592 $34,756
Ratios assuming no reduction of
fees or expenses:
Net operating expenses 0.65% 1.10% 1.01% + + + 0.91% 1.01%**
Net investment income 2.44% 2.09% 2.82% + + + 6.77% 6.46%**
</TABLE>
<TABLE>
Pioneer U.S. Government Money Fund
Selected Data for each Class A Share Outstanding For the Periods Presented
<CAPTION>
April 11,
1988 to
For the Year Ended December 31, December 31,
1994 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations:
Net investment income $ 0.04 $ 0.03 $ 0.03 $ 0.05 $ 0.07 $ 0.08 $ 0.05
Distributions to shareholders from:
Net investment income (0.04) (0.03) (0.03) (0.05) (0.07) (0.08) (0.05)
Net increase in net asset value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total return* 3.65% 2.63% 3.19% 5.41% 7.61% 8.80% 5.34%
Ratio of net operating expenses to
average net assets 0.63% 0.55% 0.59% 0.60% 0.60% 0.53% 0.50%**
Ratio of net investment income to
average net assets 3.64% 2.61% 3.15% 5.29% 7.37% 8.37% 7.52%**
Net assets end of period
(in thousands) $29,101 $23,875 $23,619 $28,373 $27,828 $20,508 $9,503
Ratios assuming no reduction of
fees or expenses:
Net operating expenses 1.08% 1.37% 1.24% 1.08% 0.80% 1.12% 1.13%**
Net investment income 3.19% 1.79% 2.50% 4.81% 7.17% 7.77% 6.88%**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all dividends and distributions, and the complete
redemption of the investment at the net asset value at the end of each
period.
** Annualized.
+ No reduction of fees or expenses in this period.
3
<PAGE>
<TABLE>
Pioneer Tax-Free Money Fund
Selected Data for each Class A Share Outstanding For the Periods Presented
<CAPTION>
April 11,
1988 to
For the Year Ended December 31, December 31,
1994 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations:
Net investment income $ 0.02 $ 0.02 $ 0.02 $ 0.04 $ 0.05 $ 0.06 $ 0.04
Distributions to shareholders from:
Net investment income (0.02) (0.02) (0.02) (0.04) (0.05) (0.06) (0.04)
Net increase in net asset value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total return* 2.40% 1.92% 2.38% 4.00% 5.48% 6.06% 3.71%
Ratio of net operating expenses to
average net assets 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 4.98%**
Ratio of net investment income to
average net assets 2.34% 1.92% 2.33% 3.91% 5.37% 5.86% 5.13%**
Net assets end of period (in
thousands) $10,059 $8,114 $7,241 $7,539 $6,968 $5,351 $3,272
Ratios assuming no reduction of
fees or expenses:
Net operating expenses 1.87% 1.85% 2.07% 1.08% 1.91% 2.27% 1.50%
Net investment income 0.97% 0.57% 0.77% 4.81% 3.96% 4.09% 4.13%**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all dividends and distributions, and the complete
redemption of the investment at the net asset value at the end of each period.
** Annualized.
III. THE TRUST
Pioneer Cash Reserves Fund, Pioneer U.S. Government Money Fund and Pioneer
Tax-Free Money Fund are series of Pioneer Money Market Trust (the "Trust"), an
open-end, management investment company (commonly referred to as a mutual fund)
organized as a Massachusetts business trust on March 31, 1987 and reorganized
as a Delaware business trust on March 30, 1995. The Trust has authorized an
unlimited number of shares, which are currently organized into these three
series, and continuously offers its shares to the public. Under normal
conditions, each Trust must redeem shares upon the demand of any shareholder.
The Trustees have the authority, without shareholder approval, to classify and
reclassify the shares of the Funds or any new series of the Trust. As of the
date of this Prospectus, the Trustees have authorized the issuance of a single
class of shares for Pioneer U.S. Government Money Fund and Pioneer Tax- Exempt
Money Fund, designated Class A, and, for Pioneer Cash Reserves Fund only, two
classes of shares, designated Class A and Class B.
IV. THREE INVESTMENT PROGRAMS
The investment objective of Pioneer Cash Reserves Fund, Pioneer U.S. Government
Money Fund and Pioneer Tax-Free Money Fund is to provide high current income,
preservation of capital and liquidity through investments in high-quality
short-term securities.
Each of the three Funds seeks to maintain a constant net asset value of $1.00
per share by investing in a portfolio of money market instruments maturing
within 397 days and with a dollar-weighted average maturity of 90 days or less.
There can be no guarantee that the Funds will achieve their investment
objective or that they will be able to maintain constant $1.00 net asset values
per share.
Suitability
The Funds are designed to provide a convenient way for individual, corporate
and institutional investors to earn income on their cash reserves, with easy
access to their money and stable principal value.
Ownership of shares of the Funds also eliminates the bookkeeping and
administrative inconvenience of purchasing money market securities directly.
Investment Policies
Pioneer Cash Reserves Fund invests in the following types of high-quality,
money market instruments:
(1) U.S. Government Obligations: Marketable obligations issued or guaranteed by
the U.S. Government or any agency or instrumentality thereof.
(2) Bank Obligations: Obligations (including certificates of deposit and
bankers' acceptances) of U.S. banks (including their foreign branches) and
savings and loan associations which at the date of their latest public
reporting had total assets in excess of $1 billion, and obligations of certain
smaller banks and savings and loan institutions satisfying specified investment
criteria (see the Statement of Additional Information for further details).
(3) Commercial Paper: Commercial paper (short-term unsecured promissory notes
of corporations, including variable amount master demand notes) which at the
date of investment is rated A-1 by Standard & Poor's Ratings Group ("S&P") or
P-1 by Moody's Investors Service, Inc. ("Moody's"), or, if not rated, is issued
by companies having outstanding debt rated AAA or AA by S&P or Aaa or Aa by
Moody's. For further information concerning these fixed and variable rate
securities, see the description of Pioneer Tax- Free Money Fund's investment
policies below.
(4) Short-term Corporate Debt Securities: Corporate debt securities (bonds and
debentures) with no more than 397 days remaining to maturity at date of
settlement and rated AAA or AA by S&P or Aaa or Aa by Moody's.
Pioneer U.S. Government Money Fund invests exclusively in obligations issued by
or guaranteed as to principal and interest by the U.S. government or any of its
agencies or instrumen
4
<PAGE>
talities and in repurchase agreements secured by these obligations. The
government securities in which the Fund invests may or may not be backed by the
full faith and credit of the U.S. government. U.S. Treasury notes, bills,
certificates of indebtedness and bonds, and certain obligations issued by
government- sponsored agencies and enterprises acting under the authority of
Congress, are backed by the full faith and credit of the U.S. government. Such
obligations include, but are not limited to, obligations issued by the
Government National Mortgage Association, the Farmers' Home Administration and
the Small Business Administration. The Fund may also invest in securities
issued by government agencies or instrumentalities (such as executive
departments of the government or independent federal organizations supervised
by Congress) which are supported by the right of the issuer to borrow from the
U.S. Treasury or by the credit of the agency, authority or instrumentality
itself. Such obligations include, but are not limited to, obligations issued by
the Tennessee Valley Authority, the Bank for Cooperatives, Federal Home Loan
Banks, Federal Intermediate Credit Banks and Federal Land Banks. The Fund may
also invest in obligations backed solely by the credit of the issuing agency
itself. There is no guarantee that the U.S. government would support such
securities and, accordingly, they may involve a risk of nonpayment of principal
and interest.
While the Fund may invest in any of the obligations described above, the Fund
generally intends, under normal circumstances and to the extent practicable, to
limit its investments to certain U.S. government obligations the interest on
which is generally exempt from state income taxes in order to increase the
percentage of the Fund's distributions attributable to such interest and
therefore exempt from such taxes in most states.
Pioneer Tax-Free Money Fund invests under normal conditions at least 80% of its
portfolio in debt securities issued by or on behalf of states, territories and
possessions of the United States and the District of Columbia and their
political subdivisions, agencies or instrumentalities, the interest on which is
exempt from federal income tax (hereafter called "tax- exempt securities"). The
Fund's investments are limited to:
(1) Tax-exempt securities, including (i) municipal bonds which are rated AAA or
AA by S&P or Aaa or Aa by Moody's,
(ii) tax anticipation notes, revenue anticipation notes and bond anticipation
notes, which are rated SP-1+ or SP-1 by S&P or MIG-1 or MIG-2 by Moody's and
(iii) tax-exempt commercial paper rated A-1 by S&P or P-1 by Moody's;
(2) Tax-exempt securities that are not rated but that, in the opinion of PMC,
are of at least comparable quality to the two highest grades of S&P or Moody's;
and
(3) Taxable obligations issued or guaranteed by the U.S. government or its
agencies or instrumentalities or taxable commercial paper rated A-1 or P-1.
The Fund may purchase tax-exempt securities carrying fixed rates of return or
having floating or variable interest rates. Floating and variable rate
obligations are generally more stable than fixed-rate obligations because their
value is less affected by changes in interest rate levels. The Fund's
investments may include certificates of participation, which are a type of
floating or variable rate obligation representing interests in a pool of
tax-exempt securities held by a bank or other financial institution.
In order to enhance the liquidity, stability or quality of a tax- exempt
security or to shorten its maturity, the Fund may acquire a right to sell the
obligation to another party at a guaranteed price approximating par value,
either on demand or at specified intervals. The right to sell may form part of
the obligation or be acquired separately by the Fund. These rights may be
referred to as demand features or standby commitments, depending on their
characteristics, and may involve letters of credit or other credit support
arrangements supplied by domestic or foreign banks supporting the other party's
ability to purchase the obligation from the Fund. In considering whether an
obligation meets the Fund's quality standards, the Fund may look to the
creditworthiness of the party providing the right to sell or to the quality of
the obligation itself. Letters of credit issued by foreign banks (for which
there may be less public information available) may involve certain risks such
as future unfavorable political and economic developments, currency controls or
other governmental restrictions which might affect payment by the bank. See the
Statement of Additional Information for further description of these risks.
The Fund intends to minimize the distribution of taxable income to
shareholders. Thus, the Fund's investments in taxable obligations are limited
to 20% of its assets and are intended only to meet short-term liquidity needs
during periods of unusually adverse market conditions. For a description of how
to compare yields on tax-exempt securities with yields on taxable securities,
see the Appendix to this Prospectus. Dividends distributed to shareholders
attributable to income or net gains from the sale of taxable and tax-exempt
securities will generally be taxable to shareholders as ordinary income. See
"Dividends, Distributions and Tax Status." However, the Fund has no intention
of investing in "private activity bonds" or other tax-exempt securities whose
interest is treated as a tax preference item resulting in tax liability to
shareholders subject to the alternative minimum tax.
Pioneer Tax-Free Money Fund may also purchase some tax- exempt securities on a
"when-issued" basis, which means that up to 60 days may pass before they are
delivered and paid for. The commitment to purchase a security for which payment
will be made at a future date may be deemed a separate security. The purchase
price and interest rate of "when-issued" securities is fixed at the time the
commitment to purchase is made. Although the amount of tax-exempt securities
for which there may be purchase commitments on a "when-issued" basis is not
limited, it is expected that under normal circumstances not more than 10% of
the total assets of the Fund will be committed to such purchases. The Fund does
not start earning interest on "when-issued" securities until settlement is
made. In order to invest the assets of the Fund immediately while awaiting
delivery of securities purchased on a "when-issued" basis, short- term
obligations that offer same-day settlement and earnings will normally be
purchased. Although short-term investments will normally be in tax-exempt
securities, short-term taxable securities may be purchased if suitable
short-term tax-exempt securities are not available.
When a commitment to purchase a security on a "when- issued" basis is made,
procedures are established consistent with the General Statement of Policy of
the SEC concerning such purchases. Because that policy currently recommends
that an amount of the Fund's assets equal to the amount of the purchase be held
aside or segregated to be used
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to pay for the commitment, cash or high-quality debt securities sufficient to
cover any commitments are always expected to be available. However, although it
is not intended that such purchases would be made for speculative purposes, and
although the Fund intends to adhere to the provisions of the SEC policy,
purchases of securities on a "when-issued" basis may involve more risk than
other types of purchases. For example, when the time comes to pay for a
"when-issued" security, portfolio securities of the Fund may have to be sold in
order for the Fund to meet its payment obligations, and a sale of securities to
meet such obligations carries with it a greater potential for the realization
of capital gain, which is not tax-exempt. Also, if it is necessary to sell the
"when-issued" security before delivery, the Fund may incur a loss because of
market fluctuations since the time the commitment to purchase the "when-issued"
security was made. Moreover, any gain resulting from any such sale would not be
tax-exempt. Additionally, because of market fluctuations between the time of
commitment to purchase and the date of purchase, the "when-issued" security may
have a lesser (or greater) value at the time of purchase than the Fund's
payment obligations with respect to the security.
Additional Information
In addition to the foregoing policies each Fund is subject to certain
regulatory requirements. Each Fund may purchase only securities that PMC
believes present minimal credit risks and that are rated by the major rating
agencies, such as S&P and Moody's, within the two highest rating categories for
short-term debt obligations or, if unrated, are determined to be of equivalent
quality by PMC. If a security has been assigned different ratings by different
rating agencies, at least two rating agencies must have assigned the highest
rating in order for PMC to rely on that highest rating.
Pioneer Cash Reserves Fund may not invest more than 5% of its total assets
(taken at amortized cost) in securities issued by or subject to puts from any
one issuer (except U.S. Government Securities and repurchase agreements
collateralized by such securities). With respect to 75% of its total assets,
Pioneer Tax-Free Money Fund may not invest more than 5% of its assets in
securities subject to puts from the same institution. Pioneer Cash Reserves
Fund and Pioneer U.S. Government Money Fund will not invest more than 5% of
their respective total assets in securities that, although of high quality,
have not been rated in the highest short-term rating category by at least two
rating agencies (or if rated by only one rating agency, by that rating agency
or, if unrated, determined to be of equivalent quality by PMC), provided that
within this 5% limitation, neither Fund will invest more than the greater of 1%
or $1 million of its total assets in the securities (other than U.S. Government
securities) of any one issuer.
Each of the Funds may enter into repurchase agreements with approved banks and
broker-dealers for periods not to exceed seven days and only with respect to
U.S. government securities that throughout the period have a value at least
equal to the amount of the loan (including accrued interest). However, Pioneer
U.S. Government Money Fund does not intend to engage in repurchase agreements
as long as the income from such agreements continues to be generally subject to
state income taxes.
The Funds will not invest more than 25% of their assets in any one industry,
except that there is no percentage limitation on investments in bank
obligations or U.S. Government obligations.
The Funds intend to hold their investments until maturity, but may sell them
prior to maturity for a number of reasons, including: to shorten or lengthen
the average maturity; to increase the yield; to maintain the quality of the
portfolio; or to maintain a stable share value.
It is the policy of the Funds not to engage in trading for short-term profits.
The Funds will engage in portfolio trading if PMC believes that a transaction
net of costs (including custodian's fees) will contribute to the achievement of
the Trust's investment objective.
The Funds have no present plans to change their policies with regard to the
types or maturities of securities in which they invest. However, if the Funds
determine that their investment objective can best be achieved by a change in
investment policy or strategy, the Funds may make such changes without
shareholder approval by disclosing them in the Prospectus. The Funds'
investment objective may not be changed without shareholder approval.
The investment characteristics of U.S. government obligations, bank
obligations, commercial paper, repurchase agreements and tax-exempt securities
are described in greater detail in the Appendix to this Prospectus. The
Statement of Additional Information also provides more information on the above
investment strategies, as well as information on additional investment
restrictions, including those which may not be changed without shareholder
approval.
V. FUND SHARE ALTERNATIVES
Pioneer U.S. Government Money and Pioneer Tax-Free Money Fund offer only one
Class of shares, designated as Class A shares. Pioneer Cash Reserves Fund,
however, continuously offers two Classes of shares designated as Class A and
Class B shares. If you do not specify in your instructions to the Fund which
Class of shares you wish to purchase, exchange or redeem, the Fund will assume
that your instructions apply to Class A shares. See "How to Buy Fund Shares"
for more information on classes of shares.
Class A Shares. Class A shares are offered by each Fund. Class A shares may be
purchased at net asset value without a sales charge or commission and are
subject to distribution and service fees at a combined annual rate of up to
0.15% of the Fund's average daily net assets attributable to Class A shares.
Class B Shares. Class B shares are offered by Pioneer Cash Reserves Fund only.
If your investment in Pioneer Cash Reserves Fund is for the long-term, Class A
shares may be more appropriate than Class B shares. Purchases of the Class B
shares of Pioneer Cash Reserves Fund may be appropriate if you plan to exchange
these shares for the Class B shares of another Pioneer mutual fund (except
Pioneer Short-Term Income Trust or Pioneer Intermediate Tax- Free Fund, which
have lower CDSCs for their Class B shares). Please consult your investment
representative.
Class B shares are sold without an initial sales charge, but are subject to a
contingent deferred sales charge ("CDSC") of up to 4% if redeemed within six
years. Class B shares are
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subject to distribution and service fees at a combined annual rate of 1.00% of
the Fund's average daily net assets attributable to Class B shares. Your entire
investment in Class B shares is available to work for you from the time you
make your investment, but the higher distribution fee paid by Class B shares
will cause your Class B shares (until conversion) to have a higher expense
ratio and to pay lower dividends, to the extent dividends are paid, than Class
A shares. Class B shares will automatically convert to Class A shares, based on
relative net asset value, eight years after the initial purchase.
Investment dealers or their representatives may receive different compensation
depending on which Class of shares they sell. Shares may be exchanged only for
shares of the same Class of another Pioneer fund and shares acquired in the
exchange will continue to be subject to any CDSC applicable to the shares of
the Fund originally purchased. Shares sold outside the U.S. to persons who are
not U.S. citizens may be subject to different sales charges, CDSCs and dealer
compensation arrangements in accordance with local laws and business practices.
VI. SHARE PRICE
The purchase and redemption price of each Fund's shares is equal to the net
asset value ("NAV") per share. The NAV per share of a Class of a Fund is
determined by dividing the value of its assets, less liabilities (expenses and
fees are accrued daily) attributable to that Class, by the number of shares of
that Class outstanding. Each Fund's NAV is computed once daily, on each day the
New York Stock Exchange (the "Exchange") is open, as of the close of regular
trading on the Exchange.
Securities are valued at amortized cost. Under the amortized cost pricing
method, a portfolio investment is valued at its cost and, thereafter, any
discount or premium is amortized to maturity, regardless of the impact of
fluctuating interest rates on the market value of the investment. Amortized
cost pricing facilitates the maintenance of a $1.00 constant net asset value
per share, but, of course, this cannot be guaranteed. All assets of each Fund
for which there is no other readily available valuation method are valued at
their fair value as determined in good faith by the Trustees.
VII. HOW TO BUY FUND SHARES
You may buy Fund shares through broker-dealers who have selling agreements with
the Trust's distributor, Pioneer Funds Distributor, Inc. (" PFD"). Class A
shares may also be purchased directly from PFD. Call Pioneering Services
Company ("PSC") at 1-800-225-6292 if you need assistance.
The minimum initial investment is $1,000 for Class A and Class B shares except
as specified below. The minimum initial investment is $50 for Class A accounts
being established to utilize monthly bank drafts, government allotments,
payroll deduction and other similar automatic investment plans. Separate
minimum investment requirements apply to retirement plans and to telephone and
wire orders placed by broker- dealers; no sales charges or minimum requirements
apply to the reinvestment of dividends or capital gains distributions.
The minimum subsequent investment is $100 for Class A shares and $500 for Class
B shares except that the subsequent minimum investment amount for Class B share
accounts may be as little as $100 if an automatic investment plan is
established (see "Automatic Investment Plans").
Dividends on Purchases. Each Fund seeks to be fully invested at all times in
order to accrue dividends to your account each day. To be eligible for each
day's dividend accrual, each direct purchase of shares in the Funds must be
converted to same day funds. Same day funds are monies credited to State Street
Bank and Trust Company's ("State Street Bank") account with the Federal Reserve
Bank of Boston. When payment in same day funds is available to the Trust before
the close of the Exchange, the Trust will accept the order to purchase shares
that day.
Making Your Investment
All purchases of Class B shares, except exchanges from other Pioneer mutual
funds, can only be processed through broker-dealers who have selling agreements
with PFD.
By Mail. (Class A shares only) Send your check or negotiable bank draft, drawn
on a U.S. bank and payable in U.S. dollars to the Fund in which you would like
to purchase shares, to PSC at the above address. Cash will not be accepted.
Your payment should be accompanied by a completed new account application or
other instructions indicating your account number.
If you pay by check or draft, State Street Bank will normally make same day
funds available to the Trust, and the Trust will accept the order, on the first
business day after receipt. Checks drawn on some other banks may take more than
one day to be collected and share purchases will not be made until same day
funds are available to the Trust.
By Wire. (Class A shares only) When you wish to wire money to an existing
Pioneer account, call PSC at 1-800-255- 6292 to obtain complete instructions.
You will be asked to instruct your bank to transmit same day funds by wire
through the Federal Reserve banking system. The wiring instructions must
include the following information:
Receiving Bank State Street Bank and Trust Company
Address 225 Franklin Street
Boston MA 02101
ABA Transit 011000028
For Further Credit To Shareholder Name
Existing Pioneer Account #
Name of Pioneer Fund
Wired funds received by State Street Bank by 4:00 p.m., Eastern time, are
normally accepted for investment on the day received. Investors whose payments
are received by the Trust's Custodian in federal funds by 12:00 noon Eastern
Time, will receive the dividend declared that day. Investors whose payments are
received by the Trust's Custodian in federal funds after 12:00 noon Eastern
Time, will begin to accrue dividends on the following business day. Federal
funds directed to the Custodian must be pre-approved by calling PSC at
1-800-255-6292. To be sure that a bank wire is accepted on the same day it is
sent, you should give the Trust notice of your intention to make such
investment as early in the day as possible since the process of making a wire
transfer may take several hours and may be affected by your bank's internal
procedures concerning wire transfers. Your bank may charge for sending same day
funds on your behalf. State Street Bank presently does not charge for receipt
of wired same day funds, but reserves the right to charge for this service in
the future.
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Selecting a Class of Shares
Class A Shares. Each Fund offers Class A shares at net asset value without the
imposition of an initial sales charge by mail or by wire as described above.
Class B Shares. Class B shares are offered only by Pioneer Cash Reserves Fund.
You may buy Class B shares at net asset value without the imposition of an
initial sales charge; however, Class B shares redeemed within six years of
purchase will be subject to a CDSC at the rates shown in the table below. The
charge will be assessed on the amount equal to the lesser of the current market
value or the original purchase cost of the shares being redeemed. No CDSC will
be imposed on increases in account value above the initial purchase price,
including shares derived from the reinvestment of dividends or capital gains
distributions. The amount of the CDSC, if any, will vary depending on the
number of years from the time of purchase until the time of redemption of Class
B shares. For the purpose of determining the number of years from the time of
any purchase, all payments during a quarter will be aggregated and deemed to
have been made on the first day of that quarter. In processing redemptions of
Class B shares, the Fund will first redeem shares not subject to any CDSC, and
then shares held longest during the six-year period. As a result, you will pay
the lowest possible CDSC.
CDSC as a Percentage of Dollar
Year Since Purchase Amount Subject to CDSC
First. 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none
Class B shares will automatically convert into Class A shares at the end of the
calendar quarter that is eight years after the purchase date, except as noted
below. Class B shares acquired by exchange from Class B shares of another
Pioneer fund will convert into Class A shares based on the date of the initial
purchase and will be subject to the CDSC applicable to the shares of the fund
originally purchased. Class B shares acquired through reinvestment of
distributions will convert into Class A shares based on the date of the initial
purchase to which such shares relate. For this purpose, Class B shares acquired
through reinvestment of distributions will be attributed to particular
purchases of Class B shares in accordance with such procedures as the Trustees
may determine from time to time. The conversion of Class B shares to Class A
shares is subject to the continuing availability of a ruling from the Internal
Revenue Service, which the Fund has obtained, or an opinion of counsel that
such conversions will not constitute taxable events for federal tax purposes.
There can be no assurance that such ruling will continue to be in effect at the
time any particular conversion would occur. The conversion of Class B shares to
Class A shares will not occur if such ruling is no longer available and,
therefore, Class B shares would continue to be subject to higher expenses than
Class A shares for an indeterminate period.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class B
shares and on any Class A shares subject to a CDSC may be waived or reduced for
non- retirement account if: (a) the redemption results from the death of all
registered owners of an account (in the case of UGMAs, UTMAs and trust
accounts, waiver applies upon the death of all beneficial owners) or a total
and permanent disability (as defined in Section 72 of the Code) of all
registered owners occurring after the purchase of the shares being redeemed or
(b) the redemption is made in connection with limited automatic redemptions as
set forth in "Systematic Withdrawal Plans" (limited in any year to 10% of the
value of the account in the Fund at the time the withdrawal plan is
established).
The CDSC on Class B shares and on any Class A shares subject to a CDSC may be
waived or reduced for retirement plan accounts if: (a) the redemption results
from the death or a total and permanent disability as defined in Section 72 of
the Internal Revenue Code of 1986, as amended (the "Code"), occurring after the
purchase of the shares being redeemed of a shareholder or participant in an
employer-sponsored retirement plan; (b) the distribution is to a participant in
an IRA, 403(b) or employer-sponsored retirement plan, is part of a series of
substantially equal payments made over the life expectancy of the participant
or the joint life expectancy of the participant and his or her beneficiary or
as scheduled periodic payments to a participant (limited in any year to 10% of
the value of the participant's account at the time the distribution amount is
established; a required minimum distribution due to the participant's
attainment of age 70-1/2 may exceed the 10% limit only if the distribution
amount is based on plan assets held by Pioneer); (c) the distribution is from a
401(a) or 401(k) retirement plan and is a return of excess employee deferrals
or employee contributions or a qualifying hardship distribution as defined by
the Code or results from a termination of employment (limited with respect to a
termination to 10% per year of the value of the plan's assets in the Fund as of
the later of the prior December 31 or the date the account was established
unless the plan's assets are being rolled over to or reinvested in the same
class of shares of a Pioneer mutual fund subject to the CDSC of the shares
originally held); (d) the distribution is from an IRA, 403(b) or
employer-sponsored retirement plan and is to be rolled over to or reinvested in
the same class of shares in a Pioneer mutual fund and which will be subject to
the applicable CDSC upon redemption; (e) the distribution is in the form of a
loan to a participant in a plan which permits loans (each repayment of the loan
will constitute a new sale which will be subject to the applicable CDSC upon
redemption); or (f) the distribution is from a qualified defined contribution
plan and represents a participant's directed transfer (provided that this
privilege has been pre-authorized through a prior agreement with PFD regarding
participant directed transfers).
The CDSC on Class B shares and on any Class A shares subject to a CDSC may be
waived or reduced for either non- retirement or retirement plan accounts if:
(a) the redemption is made by any state, county, or city, or any
instrumentality, department, authority, or agency thereof, which is prohibited
by applicable laws from paying a CDSC in connection with the acquisition of
shares of any registered investment company; or (b) the redemption is made
pursuant to each Fund's right to liquidate or involuntarily redeem shares in a
shareholder's account.
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Broker-Dealers. Pioneer Cash Reserve Fund's Class B shares may only be
purchased through a securities broker or dealer. You may purchase Class A
shares of any Fund in the Trust through a securities broker or dealer or
directly from PFD. A broker or dealer may charge for this service. If you do
not have a securities broker or dealer, PSC can refer you to one.
An order for either Class of Fund shares received by PFD from a broker-dealer
prior to the close of regular trading on the Exchange is confirmed at the price
appropriate for that Class as determined at the close of regular trading on the
Exchange on the day the order is received, provided the order is received prior
to PFD's close of business (usually, 5:30 p.m. Eastern Time). It is the
responsibility of broker-dealers to transmit orders so that they will be
received by PFD prior to its close of business.
General. The Fund reserves the right in its sole discretion to withdraw all or
any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it has
been confirmed in writing by PFD and payment has been received.
Conditions of Purchase. The Trust reserves the right to reject any purchase or
exchange. If a purchase is canceled because your check is returned unpaid, you
are responsible for any loss the Trust incurs and a separate charge may be made
for any unpaid check. The Trust may redeem shares from your account(s) to cover
these costs and charges and you may be restricted from making future purchases
of shares of any of the Pioneer mutual funds.
VIII. HOW TO SELL FUND SHARES
You can arrange to sell (redeem) Fund shares on any day the Exchange is open by
selling either some or all of your shares to the Fund by mail, by telephone, by
facsimile ("fax"). Class A share accounts may also sell by check when properly
authorized in advance.
You may sell your shares either through your broker-dealer or directly to the
Fund. Please note the following:
* If you are selling shares from a retirement account, you must make your
request in writing (except for exchanges to other Pioneer mutual funds which
can be requested by phone or in writing). Call 1-800- 622-0176 for more
information.
* If you are selling shares from a non-retirement account, you may use any of
the methods described below.
Your shares will be sold at the share price next calculated (expected to be a
constant $1.00) after your order is received and accepted, less any applicable
CDSC. Subject to the limitation described above for shares purchased by check,
sale proceeds are normally mailed or wired the next business day but in any
event not later than seven days after your order is accepted. The Fund reserves
the right to withhold payment of the sale proceeds until checks received by the
Fund in payment for the shares being sold have cleared, which may take up to 15
calendar days from the purchase date.
By Check. (Class A Shares Only) If requested, each Fund will establish a
checking account for a Class A shareholder(s) with The First National Bank of
Omaha (the "First National Bank"). Please allow 1 to 2 weeks for receipt of
your supply of personalized checks. Checks may be drawn for not less than $500
nor more than $250,000, payable to anyone. When a check is presented to First
National Bank for payment, it will cause the Fund to redeem at the net asset
value next determined a sufficient number of the shareholder's shares to cover
the check. A shareholder receives the daily dividends declared on his or her
shares until the day the check clears.
The checking account will be subject to First National Bank's rules and
regulations governing checking accounts. If there is an insufficient number of
shares in a shareholder's account when a check is presented to First National
Bank for payment, the check will be returned. Since the aggregate value of a
shareholder's account in each Fund changes each day because of the daily
dividend, a shareholder should not attempt to withdraw the full amount in his
or her account by using a check. The checkwriting privilege is not available
for Class B share accounts. In addition, checkwriting is generally not
available for retirement plan accounts or accounts subject to backup
withholding (see "Dividends, Distributions and Tax Status" and "Voluntary Tax
Withholding").
In Writing. You may sell your shares by delivering a written request signed by
all registered owners and in good order to PSC, at P.O. Box 9014 Boston, MA
02205-9014, however, you must use a written request, including a signature
guarantee, to sell your shares if any of the following situations applies:
* you wish to sell over $50,000 worth of shares,
* your account registration or address has changed within the last 30 days,
* the check is not being mailed to the address on your account (address of
record),
* the check is not being made out to the account owners, or
* the sale proceeds are being transferred to a Pioneer account with a
different registration.
Your request should include your name, the Fund's name, your fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described
below. Unless instructed otherwise, Pioneer will send the proceeds of the sale
to the address of record. Fiduciaries or corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.
Written requests will not be accepted until they are received in good order by
PSC. Good order means that there are no outstanding claims or requests to hold
redemptions on the account, certificates are endorsed by the record owner(s)
exactly as the shares are registered and the signature(s) are guaranteed by an
eligible guarantor. You should be able to obtain a signature guarantee from a
bank, broker, dealer, credit union (if authorized under state law), securities
exchange or association, clearing agency or savings association. A notary
public cannot provide a signature guarantee. Signature guarantees are not
accepted by facsimile (fax). The Trust may waive the signature guarantee
requirement for redemption requests of $50,000 or less provided that the
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redemption proceeds are directed to the shareholder(s) of record at the address
of record.
By Telephone or by Fax. Your account is automatically authorized to have the
telephone redemption privilege unless you indicated otherwise on your Account
Application or by writing to the Fund. You may redeem up to $50,000 of your
shares by telephone or fax and receive the proceeds by check or by wire. The
redemption proceeds must be made payable exactly as the account is registered.
To receive the proceeds by check: the check must be sent to the address of
record which must not have changed in the last 30 days. To receive the proceeds
by bank wire: the wire must be sent to your previously designated bank wire
address of record which must have been properly pre-designated either on your
Account Application or on an Account Options Form and which must not have
changed in the last 30 days. To redeem by fax send your redemption request to
1-800-225-4240. The telephone redemption option is not available to retirement
plan accounts. You may always elect to deliver redemption instructions to PSC
by mail. See "Telephone Transactions and Related Liabilities" below. Telephone
and fax redemptions will be priced as described above.
A redemption order received by telephone or fax in proper form by a Fund before
4:00 p.m. Eastern Time on any business day becomes effective as of 4:00 p.m.
that day, and shares so redeemed will receive that day's dividend. Proceeds of
such a redemption will normally be mailed or wired the next business day. State
Street Bank charges a fee for wiring funds; the fee will be deducted from the
amount redeemed
Selling Shares Through Your Broker-Dealer. The Fund has authorized PFD to act
as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any time.
Your broker-dealer must receive your request before the close of business on
the Exchange and transmit it to PFD before PFD's close of business to receive
that day's redemption price. Your broker-dealer is responsible for providing
all necessary documentation to PFD and may charge you for its services.
Redemption Through Compatible Computer Facilities. Certain broker-dealers or
other institutions may be able to redeem shares through compatible computer
facilities. Contact PSC at 1-800-225-6292 to determine whether your computer
facilities are compatible and to receive further instructions. The proceeds of
redemption requests received through compatible computer facilities before
12:00 noon Eastern Time will normally be transmitted in Federal Funds on the
same day and those shares will not receive the dividend declared on that
business day.
Small Accounts. The minimum account value is $500. If you hold shares of a Fund
in an account with a net asset value of less than the minimum required amount
due to redemptions or exchanges, the Fund may redeem the shares held in this
account at net asset value if you have not increased the net asset value of the
account to at least the minimum required amount within six months of notice by
the Fund to you of the Fund's intention to redeem the shares.
General. The Trust and First National Bank each reserve the right at any time
to terminate, suspend or change the terms of or impose fees on any redemption
method described in this Prospectus, except redemption by mail. Redemptions may
be suspended or payment postponed during any period in which any of the
following conditions exist: the Exchange is closed or trading on the Exchange
is restricted; an emergency exists as a result of which disposal by a Fund of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for a Fund to fairly determine the value of the net assets of its
portfolio; or the SEC, by order, so permits.
IX. HOW TO EXCHANGE FUND SHARES
Written Exchanges. You may exchange your shares by sending a letter of
instruction to PSC. Your letter should include your name, the name of the Fund
out of which you wish to exchange and the name of the Fund into which you wish
to exchange, your fund account number(s), the Class of shares to be exchanged
and the dollar amount or number of shares to be exchanged. Written exchange
requests must be signed by all record owner(s) exactly as the shares are
registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicated otherwise on your Account
Application or by writing to the Fund. Proper account identification will be
required for each telephone exchange. Telephone exchanges may not exceed
$500,000 per account per day. All telephone exchange requests will be recorded.
See "Telephone Transactions and Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one Pioneer
account for shares of the same Class in another Pioneer account on a monthly or
quarterly basis. The accounts must have identical registrations and the
originating account must have a minimum balance of $5,000. The exchange will be
effective on the 18th day of the month.
General. Exchanges must be at least $1,000. Shares of any of the Funds in the
Trust acquired through an exchange from another Pioneer mutual fund or through
reinvestment of dividends or capital gains distributions, may be exchanged at
net asset value for the same class of shares in any other Pioneer mutual fund.
Shares of any Fund of the Trust acquired by direct purchase may be exchanged
for the same class of any other Pioneer mutual fund at net asset value plus any
applicable sales charge. Not all Pioneer funds offer more than one Class of
shares. A new Pioneer account opened through an exchange must have a
registration identical to that on the original account.
Class A or Class B shares which would normally be subject to a CDSC upon
redemption will not be charged the applicable CDSC at the time of an exchange.
Shares acquired in an exchange will be subject to the CDSC of the shares
originally held. For purposes of determining the amount of any applicable CDSC,
the length of time you have owned the shares acquired by exchange will be
measured from the date you acquired the original shares and will not be
affected by any subsequent exchange.
Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, otherwise, they
will be effective on the next business day. PSC will process exchanges only
after
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receiving an exchange request in good order. There are currently no fees or
sales charges, other than those described above, imposed at the time of an
exchange. An exchange of shares may be made only in states where legally
permitted. For federal and (generally) state income tax purposes, an exchange
is considered to be a sale of the shares of the Fund exchanged and a purchase
of shares in another fund. Therefore, an exchange could result in a gain or
loss on the shares sold, depending on the tax basis of these shares and the
timing of the transaction, and special tax rules may apply. Shareholders will
be given 60 days notice prior to any termination or change which materially
limits the existing exchange privilege.
You should consider the differences in objectives and policies of the Pioneer
mutual funds, as described in each fund's current prospectus, before making any
exchange. To prevent abuse of the exchange privilege to the detriment of other
Fund shareholders, the Trust and PFD reserve the right to limit the number
and/or frequency of exchanges and/or to charge a fee for exchanges. The
exchange privilege may be changed or discontinued and may be subject to
additional limitations, including certain restrictions on purchases by market
timer accounts.
X. DISTRIBUTION PLANS
The Trust, on behalf of the Funds, has adopted a Plan of Distribution for Class
A shares ("Class A Plan") and, on behalf of Pioneer Cash Reserves Fund, for
Class B shares ("Class B Plan") 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.
Pursuant to the Class A Plan, the Fund reimburses PFD its actual expenditures
to finance any activity primarily intended to result in the sale of Class A
shares or to provide services to holders of Class A shares, provided the
categories of expenses for which reimbursement is made are approved by the
Fund's Board of Trustees. As of the date of this Prospectus, the Board of
Trustees has approved the following categories of expenses for Class A shares
of the Fund: (i) a service fee to be paid to qualified broker-dealers in an
amount not to exceed 0.15% per annum of the Fund's daily net assets
attributable to Class A shares and (ii) reimbursement to PFD for expenses
incurred in providing services to Class A shareholders and supporting
broker-dealers and other organizations (such as banks and trust companies) in
their efforts to provide such services. Banks are currently prohibited under
the Glass-Steagall Act from providing certain underwriting or distribution
services. If a bank was prohibited from acting in any capacity or providing any
of the described services, management would consider what action, if any, would
be appropriate.
Expenditures of the Fund pursuant to the Class A Plan are accrued daily and may
not exceed 0.15% of the Fund's average daily net assets attributable to Class A
shares. Distribution expenses of PFD are expected to substantially exceed the
distribution fees paid by the Fund in a given year. The Class A Plan may not be
amended to increase materially the annual percentage limitation of average net
assets which may be spent for the services described therein without approval
of the shareholders of the Fund.
The Class B Plan provides that the Fund will pay a distribution fee at the
annual rate of 0.75% of the Fund's average daily net assets attributable to
Class B shares and will pay PFD a service fee at the annual rate of 0.25% of
the Fund's average daily net assets attributable to Class B shares. The
distribution fee is intended to compensate PFD for its distribution services to
the Fund. The service fee is intended to be additional compensation for
personal services and/or account maintenance services with respect to Class B
shares. PFD also receives the proceeds of any CDSC imposed on the redemption of
Class B shares.
Commissions of 4%, equal to 3.75% of the amount invested and a first year's
service fee equal to 0.25% of the amount invested in Class B shares, are paid
to broker- dealers who have selling agreements with PFD. PFD may advance to
dealers the first year service fee at a rate up to 0.25% of the purchase price
of such shares and, as compensation therefore, PFD may retain the service fee
paid by the Fund with respect to such shares for the first year after purchase.
Dealers will become eligible for additional service fees with respect to such
shares commencing in the 13th month following the purchase. Dealers may from
time to time be required to meet certain criteria in order to receive service
fees. PFD or its affiliates are entitled to retain all service fees payable
under the Class B Plan for which there is no dealer of record or for which
qualification standards have not been met as partial consideration for personal
services and/or account maintenance services performed by PFD or its affiliates
for shareholder accounts.
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION
Each Fund of the Trust has elected to be treated, has qualified and intends to
qualify each year as a "regulated investment company" under Subchapter M of the
Code so that it will not pay federal income taxes on income and capital gains
distributed to shareholders at least annually. Under the Code, a Fund will be
subject to a nondeductible 4% federal excise tax on a portion of its
undistributed ordinary income and capital gains if it fails to meet certain
distribution requirements with respect to each calendar year. Each Fund intends
to make distributions in a timely manner and accordingly does not expect to be
subject to the excise tax.
At 4:00 p.m. Eastern Time each business day, each Fund will declare
substantially all of its net investment income (consisting of earned interest
income less expenses) as a dividend to its shareholders of record. Shareholders
begin earning dividends on the first business day after a Fund is credited with
same day funds. However, investors whose payments are wired to and received by
the Trust's Custodian in federal funds by 12:00 noon, Eastern Time, will
receive the dividend declared that day. Shares redeemed continue to earn
dividends up to and including the date of redemption. Unless you specify
otherwise on your Account Application, all distributions will be automatically
reinvested in additional full and fractional shares of the same class of the
Fund in which you hold shares.
Each month's distributions from net investment income will be paid on the last
business day of the month. Short-term capital gains distributions, if any, may
be paid with the daily dividend. For federal income tax purposes, all
distributions will nor-
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mally be taxable to shareholders of Pioneer Cash Reserves Fund and Pioneer U.S.
Government Money Fund as ordinary income, whether taken in cash or reinvested
in shares. Dividends and capital gains distributions may also be made at such
times as may be necessary to avoid federal income or excise tax under the Code.
The Code permits tax-exempt interest received by Pioneer Tax-Free Money Fund to
flow through as tax-exempt "exempt interest dividends" to the Fund's
shareholders, provided that at least 50% of the value of the total assets of
the Fund at the close of each quarter of its taxable year consists of
tax-exempt obligations. Although Pioneer Tax-Free Money Fund does not intend to
invest in private activity bonds or other tax-exempt securities generating
interest that is treated as a tax preference item for individuals subject to
the federal alternative minimum tax, all tax-exempt distributions of the Fund
may affect a corporate shareholder's liability for such tax. Distributions of
income from certain investment activities of Pioneer Tax-Free Money Fund, such
as repurchase agreements, may be taxable.
Interest on indebtedness incurred by a shareholder of Pioneer Tax-Free Money
Fund to purchase or carry shares of the Fund will generally not be deductible
for federal income tax purposes. The Fund may also not be an appropriate
investment for persons who are "substantial users" of facilities financed by
private activity bonds or persons related to substantial users. Shareholders
receiving social security or certain railroad retirement benefits may be
subject to federal income tax on a portion of such benefits as a result of
receiving investment income, including exempt-interest dividends and other
distributions paid by the Fund.
While Pioneer Tax-Free Money Fund seeks to maximize the percentage of income
distributed which is not subject to federal income taxes, it is possible that
under certain circumstances (see "Investment Policies") a small portion of the
income dividends paid by the Fund will be subject to federal income tax.
Taxable dividends and other taxable distributions which are paid to individuals
and other non-exempt payees will be subject to a 31% backup withholding of
federal income tax if a Fund is not provided with the shareholder's correct
taxpayer identification number and certification that the number is correct and
that the shareholder is not subject to backup withholding or the Fund receives
notice from the IRS or a broker that withholding applies. Please refer to the
Account Application for additional information.
The description above relates only to U.S. federal income tax consequences for
shareholders who are U.S. persons, i.e., U.S. citizens or residents, or U.S.
corporations, partnerships, estates and trusts and who are subject to U.S.
federal income tax. In many states, the portion of the dividends paid by
Pioneer U.S. Government Money Fund or Pioneer Cash Reserves Fund that is
attributable to the interest received from certain U.S. Government obligations
will be exempt from state income taxation. Further, in some states, exempt-
interest dividends received from Pioneer Tax-Free Money Fund may be exempt from
state income taxation to the extent such dividends are attributable to interest
on obligations issued by the particular state or its political subdivisions,
agencies of instrumentalities. In some cases, state income tax rules that apply
to such distributions may condition either of these exemptions on certain
concentration, designation, reporting or other requirements, and these Funds
will not necessarily satisfy all such requirements in all states. Non-U.S.
shareholders and tax-exempt shareholders are subject to different tax treatment
that is not described above. You should consult your own tax adviser regarding
applicable state, local and other tax laws. Information as to the federal tax
status of distributions will be provided to shareholders annually.
XII. MANAGEMENT OF THE TRUST
The Trust's Board of Trustees has overall responsibility for management and
supervision of the Funds. There are currently eight Trustees, six of whom are
not "interested persons" of the Trust as defined in the 1940 Act. The Board
meets at least quarterly. By virtue of the functions performed by PMC, the
Trust requires no employees other than its executive officers, all of whom
receive their compensation from PMC or other sources. The Statement of
Additional Information contains the names and general background of each
Trustee and executive officer of the Trust.
The Trust is managed under a contract with PMC. PMC serves as investment
adviser to the Trust and is responsible for the overall management of the
Trust's business affairs, subject to the authority of the Board of Trustees.
PMC is a wholly-owned subsidiary of The Pioneer Group, Inc. ("PGI"), a Delaware
corporation.
In addition to the three Funds that make up the Trust, PMC also manages and
serves as the investment adviser for other mutual funds and is an investment
adviser to certain other institutional accounts. PMC's and PGI's executive
offices are located at 60 State Street, Boston, Massachusetts 02109.
Under the terms of its contract with the Trust, PMC assists in the management
of the Trust and is authorized in its discretion to buy and sell securities for
the account of each Fund in the Trust. PMC pays all the expenses, including
executive salaries and the rental of certain office space, related to its
services for the Trust, with the exception of the following which are paid by
the Trust: (a) charges and expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent such services are
performed by personnel of PMC or its affiliates, office space and facilities
and personnel compensation, training and benefits; (b) the charges and expenses
of auditors; (c) the charges and expenses of any custodian, transfer agent,
plan agent, dividend disbursing agent and registrar appointed by the Trust with
respect to a Fund; (d) issue and transfer taxes, chargeable to a Fund in
connection with securities transactions to which the Fund is a party; (e)
insurance premiums, interest charges, dues and fees for membership in trade
associations, and all taxes and corporate fees payable by a Fund to federal,
state or other governmental agencies; (f) fees and expenses involved in
registering and maintaining registrations of each Fund and/or its shares with
the SEC, individual states or blue sky securities agencies, territories and
foreign countries, including the preparation of Prospectuses and Statements of
Additional Information for filing with the SEC; (g) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (h) charges and expenses of legal
coun-
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sel to the Fund and the Trustees; (i) distribution fees paid by the Fund in
accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940 Act; (j)
compensation of those Trustees of the Trust who are not affiliated with or
interested persons of PMC, the Trust (other than as Trustees), PGI or PFD; (k)
the cost of preparing and printing share certificates; and (l) interest on
borrowed money, if any. In addition to the expenses described above, the Trust
shall pay all brokers' and underwriting commissions chargeable to the Trust in
connection with securities transactions to which a Fund is a party.
Orders for each Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances where two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker- dealer provides investment research or brokerage services or sells
shares of the Trust or other Pioneer funds. See the Statement of Additional
Information for a further description of PMC's brokerage allocation practices.
As compensation for its management services and certain expenses which PMC
incurs, PMC is entitled to a management fee equal to 0.40% per annum of each
Fund's average daily net assets. The fee is normally computed daily and paid
monthly. PMC has voluntarily and temporarily agreed to reduce its management
fees for each Fund and to make other arrangements as may be necessary to keep
such expenses below specified levels. See "Expense Information."
During the fiscal year ended December 31, 1994, Pioneer Cash Reserves Fund,
Pioneer U.S. Government Money Fund and Pioneer Tax-Free Money Fund incurred
actual expenses of $1,117,021, $324,626 and $167,214, respectively, before
management fees, paid or payable to PMC, and other expenses were reduced
pursuant to PMC's voluntary expense limitation agreement in effect through
December 31, 1994, as described further in the Statement of Additional
Information.
John F. Cogan, Jr., Chairman of the Board and President of the Trust and
President and a Director of PGI and of PMC, owned approximately 15% of the
outstanding capital stock of PGI as of January 31, 1995. PMC is a wholly-owned
subsidiary of PGI.
XIII. DESCRIPTION OF SHARES AND VOTING RIGHTS
The shares of the Trust are divided into three series. Each share represents an
equal proportionate interest in a Fund with each other share. The Trust
reserves the right to create and issue additional series of shares in addition
to the three Funds currently available. The shares of a series participate
equally in the earnings, dividends and assets of the particular series, except
to the extent the rights of a particular class of shares may differ from those
of another class or classes. As of the date of this Prospectus, the Trustees
have authorized the issuance of a single class of shares, designated Class A
shares, for Pioneer U.S. Government Money and Pioneer Tax- Exempt Money Fund
and two classes of shares, designated Class A and Class B, for Pioneer Cash
Reserves Fund. The shares of each class represent an interest in the same
portfolio of investments of the Fund. Each class has equal rights as to voting,
redemption, dividends and liquidation, except that each class bears different
distribution and transfer agent fees and may bear other expenses properly
attributable to the particular class. Class A and Class B shareholders have
exclusive voting rights with respect to the Rule 12b-1 distribution plans
adopted by holders of those shares in connection with the distribution of
shares.
The Trust is not required, and does not intend, to hold annual shareholder
meetings although special meetings may be called for the purpose of electing or
removing Trustees, changing fundamental investment restrictions or approving a
management contract.
Generally, shares of each Fund will vote as a single series on matters that
affect all Funds in substantially the same manner. As to matters affecting each
Fund (e.g., changes in a Fund's investment restrictions), shares of each Fund
will vote as a separate series. Shares have no preemptive, subscription, or
conversion rights and are freely transferable. Shareholders are entitled to one
vote for each share held and may vote in the election of Trustees and on other
matters submitted to shareholders. Shares are fully-paid and, except as set
forth in the Statement of Additional Information, non-assessable.
Upon liquidation of the Trust, each Fund's shareholders will receive pro rata,
subject to the rights of creditors, (a) the proceeds of the sale of the assets
held in the respective series to which the shares of the Fund relate, less (b)
the liabilities of the Trust attributable to the respective series. Shares will
remain on deposit with the Trust's transfer agent and certificates will not be
issued.
XIV. SHAREHOLDER SERVICES
PSC is the shareholder services and transfer agent for shares of the Trust.
PSC, a Massachusetts corporation, is a wholly-owned subsidiary of PGI. PSC's
offices are located at 60 State Street, Boston, Massachusetts 02109. Inquiries
to PSC should be mailed to Shareholder Services, Pioneering Services
Corporation, P.O. Box 9014, Boston, Massachusetts 02205-9014. Brown Brothers
Harriman & Co. (the "Custodian") serves as the custodian of the Trust's
portfolio securities. The principal address of the Mutual Fund division of the
Custodian is 40 Water Street, Boston, Massachusetts 02109.
Account and Confirmation Statements
PSC maintains accounts for shareholders and all transactions are recorded in
these accounts. Confirmation statements showing the details of transactions are
sent to shareholders monthly. The Pioneer Combined Account Statement, mailed
quarterly, is available to all shareholders who have more than one Pioneer
account. The bottom portion of the confirmation statement should be used as a
remittance slip to make additional investments or to indicate a change of
address on your account.
Shareholders whose shares are held in the name of an investment broker-dealer
or other party will not normally have an account with the Fund and might not be
able to utilize some of the services available to shareholders of record.
Examples of services which might not be available are investment or redemption
of shares by mail, automatic reinvestment of dividends and capital gains
distributions, withdrawal plans, Letters
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of Intention, Rights of Accumulation, telephone exchanges and redemptions, and
newsletters.
Additional Investments. You may add to your account by sending a check (minimum
of $100 for Class A shares and $500 for Class B shares) to PSC (account number
and Class of shares should be clearly indicated). The bottom portion of a
confirmation statement may be used as a remittance slip to make additional
investments. Additions to your account, whether by check or through a Pioneer
Investomatic Plan, are invested in full and fractional shares of the Fund at
the applicable offering price in effect as of the close of the Exchange on the
day of receipt.
Automatic Investment Plans. You may arrange for regular automatic investments
of $100 or more through government/military allotments, payroll deduction or
through a Pioneer Investomatic Plan. A Pioneer Investomatic Plan provides for a
monthly or quarterly investment by means of a pre-authorized draft drawn on a
checking account. Pioneer Investomatic Plan investments are voluntary, and you
may discontinue the plan at any time without penalty upon 30 days' written
notice to PSC. PSC acts as agent for the purchaser, the broker-dealer and PFD
in maintaining these plans.
Financial Reports and Tax Information
Shareholders will receive financial reports semi-annually. Each annual report
will be audited by the Trust's independent public accountants. In January of
each year, each Fund will mail to shareholders information about the tax status
of dividends and distributions.
Dividend Options
Regular Reinvestment. Dividends are automatically reinvested in additional
shares of the same class of each Fund in which you maintain an investment
unless you instruct otherwise.
Check. You may elect (in writing) to receive monthly dividend checks. You may
also direct that dividend checks be paid to another person or sent to another
address (other than the one on file for your account), although if you make
either designation after you have opened your account, a signature guarantee
signed by all registered account owners must accompany your instructions.
Directed Dividends. You may elect (in writing) to have the dividends paid by
one Pioneer fund account invested in a second Pioneer fund account of the same
class. The value of this second account must be at least $1,000 ($500 for
Pioneer Fund or Pioneer II). Invested dividends may be in any amount, and there
are no fees or charges for this service. Retirement plan shareholders may only
direct dividends to accounts with identical registrations, i.e., "PGI IRA Cust
for John Smith" may only go into another account registered "PGI IRA Cust for
John Smith."
Direct Deposit. If you have elected to take distributions, whether dividends
or dividends and capital gains, in cash, or have established a Systematic
Withdrawal Plan, you may choose to have those cash payments deposited directly
into your savings, checking or NOW bank account. You may establish this service
by completing the appropriate section on the Account Application when opening a
new account or the Account Options Form for an existing account.
Voluntary Tax Withholding
You may request (in writing) that PSC withhold 28% of the dividends and capital
gains distributions paid from your account (before any reinvestment) and
forward the amount withheld to the Internal Revenue Service as a credit against
your federal income taxes. This option is not available for retirement plan
accounts or for accounts subject to backup withholding.
Retirement Plans
Interested persons should contact the Retirement Plans Department of PSC at
1-800-622-0176 for information relating to Pioneer's retirement plans for
businesses, Simplified Employee Pension Plans, Individual Retirement Accounts
(IRA's), Section 401(k) salary reduction plans and Section 403(b) retirement
plans for employees of associations, public school systems and charities, all
of which are available in conjunction with investments in Pioneer Cash Reserves
Fund and Pioneer U.S. Government Money Fund. The Account Application contained
in this Prospectus should not be used to establish such plans. Separate
applications are required.
Yield Information
Yield information may be obtained by telephone 1-800-225-4321. Yield
information is updated each weekday and is based on the annualized yield over
the immediately preceding seven days, determined with a formula established by
the SEC. See "Investment Results" below. Yields are not fixed and will vary
with changes in the income and expenses of the Funds.
Telecommunications Device for the Deaf (TDD)
If you have a hearing disability and you own TDD keyboard equipment, you can
call our TDD number toll-free at 1-800- 225-1997, weekdays from 8:30 a.m. to
5:30 p.m. Eastern Time, to contact our telephone representatives with questions
about your account.
Systematic Withdrawal Plans
If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan providing for fixed payments at regular intervals.
Withdrawals from Class B share accounts are limited to 10% of the value of the
account at the time the plan is implemented. See "Waiver or Reduction of
Contingent Deferred Sales Charge" for more information. Periodic checks of $50
or more will be sent to you monthly or quarterly. You may also direct that
withdrawal checks be paid to another person, although if you make this
designation after you have opened your account, a signature guarantee must
accompany your instructions.
You may obtain additional information by calling PSC at 1-800-225-6292 or by
referring to the Statement of Additional Information.
Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you indicate otherwise on your Account Application or by
writing to PSC. You may sell or exchange your Fund shares by telephone by
calling 1-800-225- 6292 between 8:00 a.m. and 8:00 p.m. Eastern Time on week
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days. See "Share Price," "How to Sell Fund Shares" and "How to Exchange Fund
Shares" for more information. To confirm that each transaction instruction
received by telephone is genuine, each Fund will record each telephone
transaction, require the caller to provide the personal identification number
(PIN) for the account and send you a written confirmation of each telephone
transaction. Different procedures may apply to accounts that are registered to
non-U.S. citizens or that are held in the name of an institution or in the name
of an investment broker-dealer or other third-party. If reasonable procedures,
such as those described above, are not followed, a Fund may be liable for any
loss due to unauthorized or fraudulent instructions. Each Fund may implement
other procedures from time to time. In all other cases, neither a Fund, PSC or
PFD will be responsible for the authenticity of instructions received by
telephone, therefore, you bear the risk of loss for unauthorized or fraudulent
telephone transactions.
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 a Fund by
telephone to institute a redemption or exchange. You should communicate with a
Fund in writing if you are unable to reach the Fund by telephone.
XV. INVESTMENT RESULTS
From time to time, each of the Funds may include in advertisements or other
communications to existing or proposed shareholders its respective "yield" and
"effective yield." The "yield" is computed by dividing a Fund's net investment
income per share attributable to the appropriate class during a base period of
seven days (which period will be stated in the communication) by the net asset
value per share for the appropriate class of the Fund on the last day of such
seven- day period. The Fund's net investment income per share is determined by
dividing net investment income during the base period by the average number of
shares for the appropriate class of the Fund entitled to receive dividends
during the base period. The Fund's seven-day yield for the appropriate class is
then annualized by a computation that assumes that the Fund's net investment
income is earned for a one-year period at the same rate as during the seven-day
base period. The "effective yield" is calculated similarly, except that income
is assumed to be reinvested. The "effective yield" will be slightly higher than
the "yield" because of the compounding effect of the assumed reinvestment.
Pioneer Tax-Free Money Fund may also from time to time advertise its taxable
equivalent yield and taxable equivalent effective yield. The Fund's taxable
equivalent yield is determined by dividing that portion of the Fund's yield
(calculated as described above) that is tax exempt by one minus a stated
marginal federal income tax rate. The Fund's taxable equivalent effective yield
is determined in a similar manner. For further information on the computation
of taxable equivalent yield, see the Appendix to this Prospectus.
The yields of the Funds will vary from time to time depending on market
conditions, the composition of the Funds' portfolios and operating expenses of
the Funds. The temporary policy of the Funds' investment adviser to reduce
management fees and limit expenses will, so long as such policy is in effect,
have the effect of increasing yield. These factors and possible differences in
the methods used in calculating yields should be considered when comparing
performance information published for other investment companies and other
investment vehicles. Yield quotations should also be considered relative to the
risks associated with the Funds' investment objective and policies. At any time
in the future, yield quotations may be higher or lower than past return or
yield quotations, and there can be no assurance that any historical yield
quotation will continue in the future.
The Funds may also include comparative performance information in advertising
or marketing their shares. This performance information may include data from
Lipper Analytical Services, Inc., Donoghue's Money Fund Report or other
industry publications.
For more information regarding the computation of yield, see the Statement of
Additional Information.
XVI. APPENDIX
Some of the terms used in this Prospectus are described below.
"Bank Obligations" include certificates of deposit which are negotiable
certificates evidencing the indebtedness of a commercial bank to repay funds
deposited with it for a definite period of time (usually from 14 days to one
year) at a stated interest rate. Bankers' acceptances are credit instruments
evidencing the obligation of a bank to pay a draft which has been drawn on it
by a customer. These instruments reflect the obligation both of the bank and of
the drawer to pay the face amount of the instrument upon maturity. Time
deposits are non- negotiable deposits maintained in a banking institution for a
specified period of time. The Funds generally purchase time deposits with a
maturity of the following business day. Time deposits with a maturity of two
business days or more will be considered to be illiquid for purposes of the
Funds' investment restrictions.
"Commercial Paper" consists of short-term (usually from 1 to 270 days)
unsecured promissory notes issued by corporations in order to finance their
current operations. The Funds may invest only in commercial paper rated A-1 by
S&P or P-1 by Moody's. The ratings A-1 and P-1 are the highest commercial paper
ratings assigned by S&P and Moody's. Commercial paper which is not rated is not
necessarily of lower quality than that which is rated, but may be less
marketable and therefore provide a higher yield.
"Money Market" refers to the marketplace composed of the financial institutions
which handle the purchase and sale of liquid, short-term, high-grade debt
instruments. The money market is not a single entity, but consists of numerous
separate markets, each of which deals in a different type of short-term debt
instrument. These include U.S. Government obligations, commercial paper, bank
obligations, municipal securities, and other debt instruments, generally
referred to as money market instruments.
"Repurchase Agreements" are transactions by which a Fund purchases a security
and simultaneously commits to resell that security to the seller at an agreed
upon price on an agreed upon date within a number of days (usually not more
than seven) from the date of purchase. The resale price reflects the purchase
price plus an agreed upon market rate of interest which is unre-
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lated to the coupon rate or maturity of the purchased security. A repurchase
agreement involves the obligation of the seller to pay the agreed upon price,
which obligation is in effect secured by the value (at least equal to the
amount of the agreed upon resale price and marked to market daily) of the
underlying security. Whether a repurchase agreement is the purchase and sale of
a security or a collateralized loan has not been definitely established for
purposes other than the application of the federal statutory provisions
exempting U.S. government obligations from state taxation (for which purpose a
repurchase agreement is treated as a collateralized loan). This might become an
issue in the event of the bankruptcy of the other party to the transaction.
While it is not possible to eliminate all risk from these transactions
(particularly the possibility of a decline in the market value of the
underlying securities, as well as delay and costs to a Fund in connection with
bankruptcy proceedings), it is the policy of the Trust to enter into repurchase
agreements only with banks and broker dealers approved by the Board of Trustees
of the Trust and only with respect to U.S. Government securities which
throughout the period have a value at least equal to the amount of the loan
(including accrued interest). It is also the policy of the Board of Trustees to
evaluate on a periodic basis the creditworthiness of the parties with which the
Funds engage in repurchase agreements.
"Tax-Exempt Securities" are debt obligations issued to obtain funds for various
public purposes, including the construction of a wide range of public
facilities such as bridges, highways, housing, mass transportation, schools,
streets and water and sewer works. Other public purposes for which tax-exempt
municipal securities may be issued include refunding outstanding obligations,
obtaining funds for general operating expenses, and obtaining funds to loan to
other public institutions. Such obligations are included within the category of
tax-exempt securities only if the interest paid thereon is both exempt from
regular federal income tax and not an item of tax preference under the federal
alternative minimum tax. There are a variety of short-term tax-exempt
securities in which Pioneer Tax-Free Money Fund may invest, including: (i) tax
anticipation notes, which finance working capital needs of municipalities and
are issued in anticipation of the receipt of tax revenue; (ii) revenue
anticipation notes, which are issued in expectation of the receipt of other
kinds of revenue, such as federal revenues available under the federal revenue
sharing program; (iii) bond anticipation notes, which are normally issued to
provide interim financing until long-term financing can be arranged; and (iv)
tax-exempt commercial paper, which includes short-term promissory notes issued
by municipalities to supplement their cash flow. The two principal
classifications of medium and long-term tax-exempt municipal securities are
"general obligation" and "revenue" bonds. General obligation bonds are secured
by the issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. The payment of such bonds may be dependent upon an
appropriation by the issuer's legislative body. The characteristics and
enforcement of general obligation bonds vary according to the law applicable to
the particular issuer. Revenue bonds are payable only from the revenues derived
from a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise or other specific revenue source. There are, of
course, variations in the security of all tax-exempt municipal securities, both
within a particular classification and between classifications, depending on
numerous factors. The yields on such securities are also dependent on a variety
of factors, including general money market conditions, supply and demand and
general conditions of the municipal securities markets, size of a particular
offering, the maturity of the obligation and rating of the issue. The ratings
of Moody's and S&P represent their opinions as to the quality of various
tax-exempt municipal securities. It should be emphasized, however, that ratings
are not absolute standards of quality. Consequently, securities with the same
maturity, coupon and rating may have different yields while securities of the
same maturity and coupon with different ratings may have the same yield.
"U.S. Government Obligations" are debt securities (including bills, notes, and
bonds) issued by the U.S. Treasury or issued by an agency or instrumentality of
the U.S. Government which is established under the authority of an Act of
Congress. Such agencies or instrumentalities include, but are not limited to,
the Federal National Mortgage Association, the Small Business Administration,
the Government National Mortgage Association, and the Federal Home Loan Banks.
Although all obligations of agencies and instrumentalities are not direct
obligations of the U.S. Treasury, payment of the interest and principal on
these obligations is generally backed directly or indirectly by the U.S.
government. This support can range from the backing of the full faith and
credit of the United States (U.S. Treasury securities and, for example,
securities issued by the Small Business Administration and the Government
National Mortgage Association) to the backing solely of the issuing
instrumentality itself (securities issued by the Federal National Mortgage
Association and the Federal Home Loan Banks). In the case of obligations not
backed by the full faith and credit of the United States, the Trust must look
principally to the agency issuing or guaranteeing the obligation for ultimate
repayment and may not be able to assert a claim against the United States
itself in the event the agency or instrumentality does not meet its
commitments.
16
<PAGE>
Taxable Equivalent Yields*
The tables below show the approximate taxable yields which are equivalent to
hypothetical tax-exempt yields from 3% to 7% under Federal income tax laws
applicable to individuals during 1994.
<TABLE>
<CAPTION>
Taxable Yield Required
Single Return Joint Return Tax To Equal A Tax Free Yield Of:
(Taxable Income)* Rate 3% 4% 5% 6% 7%
<S> <C> <C> <C> <C> <C> <C> <C>
Up to $22,750 Up to $38,000 15.0% 3.53 4.71 5.88 7.06 8.24
$22,751-$55,100 $38,001-$91,850 28.0% 4.17 5.56 6.94 8.33 9.72
$55,101-$115,000 $91,851-$140,000 31.0% 4.35 5.80 7.25 8.70 10.12
$115,001-$250,000 $140,001-$250,000 36.0% 4.69 6.25 7.81 9.38 10.94
Over $250,000 Over $250,000 39.6% 4.97 6.62 8.78 9.93 11.95
</TABLE>
*Net amount subject to Federal income tax after deductions and exemptions.
Table does not reflect the effect of Deduction Limitation and Exemption
Phaseout described below** or of the alternative minimum tax, if any. Table
assumes person filing Single Return is not a married individual filing a
separate return, a surviving spouse, or a head of household.
**Deduction Limitation: Each $100 of adjusted gross income ("AGI") in excess of
$111,800 ($55,900 for marrieds filing separately) causes the loss of $3 of
itemized deductions. This limitation affects all itemized deductions other than
medical expenses, investment interest, and casualty, theft and wagering losses.
However, not more than 80% of a taxpayer's itemized deductions can be
eliminated. The threshold amounts will be adjusted for inflation from year to
year.
Exemption Phaseout: Each $2,500 or fraction thereof of AGI in excess of
$167,700 for joint filers ($111,800 for single taxpayers) causes taxpayers to
lose 2% of their personal exemptions. The threshold amounts will be adjusted
for inflation from year to year.
Some tax brackets and the threshold amounts will be adjusted for inflation in
1994.
The following formula can be used to calculate a taxable yield
which is equivalent to the corresponding tax-free yield:
Tax Free Yield
-------------------- = Taxable Equivalent Yield
1 - Your Tax Bracket
For example, if you are in the 28% tax bracket and earn a tax-free
yield of 5%, the taxable equivalent yield would be 6.94%.
5% .05
------- = --- = 6.94%
1 - 28% .72
There can be no assurance that the Pioneer Tax-Free Money Fund will achieve any
specific tax-exempt yield. While it is expected that a substantial portion of
the interest income distributed to investors in the Tax-Free Fund will be
exempt from regular federal income taxes, portions of such distributions may be
subject to regular federal income tax or federal alternative minimum tax. In
addition, all or a substantial portion of such distributions may be subject to
state and local taxes. Subsequent tax law changes could result in prospective
or retroactive changes in the tax brackets, tax rates and tax equivalent yields
set forth above.
17
<PAGE>
Pioneer Cash Reserves Fund
Pioneer U.S. Government Money Fund
Pioneer Tax-Free Money Fund
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
SHERMAN B. RUSS, Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR
SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 1-800-225-6292
SERVICE INFORMATION
If you would like information on the following, please call . . .
Existing and new accounts, prospectuses,
applications, service forms and
telephone transactions ....................................... 1-800-225-6292
Automated fund yields, prices and
account information ........................................... 1-800-225-4321
Retirement plans ............................................... 1-800-622-0176
Toll-free fax .................................................. 1-800-225-4240
Telecommunications Device for the Deaf (TDD) ................... 1-800-225-1997
0395-2371
(C)The Pioneer Group, Inc.
(LOGO)
Pioneer
Cash Reserves
Fund
Pioneer
U.S. Government
Money Fund
Pioneer
Tax-Free
Money Fund
Class A and Class B Shares
Prospectus
March 31, 1995
<PAGE>
Pioneer Cash Reserves Fund
Class A and Class B Shares
Pioneer U.S. Government Money Fund
Class A Shares
Pioneer Tax-Free Money Fund
Class A Shares
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
March 31, 1995
This Statement of Additional Information (Part B of the Registration
Statement) is not a Prospectus, but should be read in conjunction with the
Prospectus dated March 31, 1995 of Pioneer Money Market Trust (the "Trust"). A
copy of the Prospectus can be obtained free of charge by calling Shareholder
Services at 1-800-225-6292 or by written request to the Trust at 60 State
Street, Boston, Massachusetts 02109. The Trust's financial statements for the
most recent fiscal year ended December 31, 1994 are attached to this Statement
of Additional Information.
TABLE OF CONTENTS
Page
1. Investment Policies and Restrictions.............................2
2. Management of the Trust..........................................4
3. Investment Adviser...............................................9
4. Principal Underwriter............................................10
5. Distribution Plans...............................................11
6. Shareholder Servicing/Transfer Agent.............................13
7. Custodian........................................................14
8. Independent Public Accountants...................................14
9. Portfolio Transactions...........................................14
10. Tax Status.......................................................16
11. Description of Shares............................................18
12. Certain Liabilities..............................................18
13. Determination of Net Asset Value.................................19
14. Systematic Withdrawal Plan.......................................21
15. Investment Results...............................................22
16. Financial Statements.............................................
Appendix A.......................................................A-1
Appendix B.......................................................B-1
-------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS.
<PAGE>
1. INVESTMENT POLICIES AND RESTRICTIONS
The Prospectus of the Trust (the "Prospectus") identifies the investment
objective of each series of the Trust: Pioneer Cash Reserves Fund, Pioneer U.S.
Government Money Fund and Pioneer Tax-Free Money Fund (collectively, the
"Funds"), and the principal investment policies of the Funds. Other investment
policies and a further description of some of the policies described in the
Prospectus are set forth below.
The following policies and limitations supplement those discussed in the
Prospectus. Whenever an investment policy or limitation states a maximum
percentage of a Fund's assets that may be invested in any security or sets forth
a policy regarding quality standards, such standard or other limitation shall be
determined immediately after and as a result of the Fund's investment.
Accordingly, any later increase or decrease resulting from a change in values,
net assets or other circumstances will not be considered in determining whether
the investment complies with such Fund's investment objectives and policies. For
this purpose, the issuer of a tax-exempt security is deemed to be the entity
(public or private) primarily responsible for the payment of the principal of
and interest on the security.
Certificates of Deposit. Pioneer Cash Reserves Fund may invest in
certificates of deposit of large domestic banks and savings and loan
associations (i.e., banks which at the time of their most recent annual
financial statements show total assets in excess of $1 billion), including
foreign branches of such domestic banks, and of smaller banks as described
below. The Fund will not invest in certificates of deposit of foreign banks.
Investment in certificates of deposit issued by foreign branches of
domestic banks involves investment risks that are different in some respects
from those associated with investment in certificates of deposit issued by
domestic banks, including the possible imposition of withholding taxes on
interest income, the possible adoption of foreign governmental restrictions
which might adversely affect the payment of principal and interest on such
certificates of deposit, or other adverse political or economic developments. In
addition, it might be more difficult to obtain and enforce a judgment against a
foreign branch of a domestic bank.
Although the Fund's investment adviser recognizes that the size of a bank
is important, this fact alone is not necessarily indicative of its
creditworthiness. The Fund may invest in certificates of deposit issued by banks
and savings and loan institutions which had at the time of their most recent
annual financial statements total assets of less than $1 billion, provided that
(i) the principal amounts of such certificates of deposit are insured by an
agency of the U.S. Government, (ii) at no time will the Fund hold more than
$100,000 principal amount of certificates of deposit of any one such bank and
(iii) at the time of acquisition, no more than 10% of the Fund's assets (taken
at current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.
Investment Restrictions. The following numerical list sets forth all of the
fundamental investment restrictions applicable to the Funds. These restrictions
cannot be changed for a Fund unless a majority of the outstanding securities of
such Fund approves the change. As used in the Prospectus and this Statement of
Additional Information, such approval means the approval of the lesser of (i)
the holders of 67% or more of the shares represented at a meeting if the holders
of more than 50% of the outstanding shares are present in person or by proxy, or
(ii) the holders of more than 50% of the outstanding shares.
A Fund may not:
(1) except with respect to investments in obligations of (a) the U.S.
government, its agencies, authorities or instrumentalities and (b) domestic
banks, purchase any security if, as a result (i) more than 5% of the assets of
the Fund would be in the securities of any one issuer, or (ii) more than 25% of
its assets would be in a particular industry;
(2) borrow money, except from banks for extraordinary purposes or to meet
redemptions in amounts not exceeding 33 1/3% of its total assets (including the
amount borrowed). None of the Funds intends to borrow money during the coming
year;
(3) make short sales of securities;
2
<PAGE>
(4) purchase securities on margin;
(5) write, purchase or otherwise invest in any put, call, straddle or
spread option or buy or sell real estate, commodities or commodity futures
contracts or invest in oil, gas or mineral exploration or development programs;
(6) make loans to any person, except by (a) the purchase of a debt
obligation in which the Fund is permitted to invest and (b) engaging in
repurchase agreements;
(7) purchase the securities of other investment companies or investment
trusts, unless they are acquired as part of a merger, consolidation or
acquisition of assets;
(8) act as an underwriter, except as it may be deemed to be an underwriter
in a sale of restricted securities;
(9) invest in companies for the purpose of exercising control or
management; or
(10) issue senior securities, except that the issuance of multiple classes
of shares, in accordance with a statute, regulation or order of the Securities
and Exchange Commission, shall not constitute the issuance of a senior security.
In addition, in order to comply with certain state statutes and
non-fundamental policies of the Funds, the Funds will not (i) pledge, mortgage
or hypothecate their portfolio securities if at the time of such action the
value of the securities so pledged, mortgaged or hypothecated would exceed 10%
of the value of a Fund, (ii) commit more than 10% of their assets to illiquid
investments, such as repurchase agreements that mature in more than seven days,
(iii) invest more than 5% of their assets in companies which, including
predecessors, have a record of less than three years continuous operation, (iv)
invest in warrants, (v) purchase or retain the securities of any issuer if any
officer or Trustee of the Fund or its investment adviser is an officer or
director of such issuer and beneficially owns more than 1/2 of 1% of the
securities of such issuer and all of the officers and the Trustees of the Fund
and the Fund's investment adviser together own more than 5% of the securities of
such issuer, (vi) buy or sell real estate, including real estate limited
partnerships, except that each Fund may acquire or lease office space for its
own use, invest in securities of issuers that invest in real estate or interests
therein, invest in securities that are secured by real estate or interests
therein, purchase and sell mortgage-related securities and hold and sell real
estate acquired by the Fund as a result of the ownership of securities or (vii)
invest in oil, gas or mineral exploration or development programs or leases. The
term "person" as used in fundamental investment restriction no. 6 includes
institutions as well as individuals. Policies in this paragraph may be changed
by the Trustees without shareholder approval or notification.
See the Prospectus for a discussion of certain additional regulatory
requirements applicable to the Funds.
2. MANAGEMENT OF THE TRUST
The Trust's Board of Trustees provides broad supervision over the affairs
of the Trust. The officers of the Trust are responsible for the Trust's
operations. The Trustees and executive officers of the Trust are listed below,
together with their principal occupations during the past five years. An
asterisk indicates those Trustees who are "interested persons" of the Trust
within the meaning of the Investment Company Act of 1940, as amended (the "1940
Act").
JOHN F. COGAN, JR.,* Chairman of the Board, President and Trustee
President and Director of The Pioneer Group, Inc. ("PGI"); Chairman and
Director of Pioneering Management Corporation ("PMC"); Chairman of the
Board and Chief Executive Officer of Pioneer Winthrop Advisers ("PWA");
Chairman of the Board and Director of Pioneer Funds Distributor, Inc.
("PFD"); Director of Pioneering Services Corporation ("PSC") and Pioneer
Capital Corporation ("PCC"); President and Director of Pioneer Plans
Corporation ("PPC"), Pioneer Investment Corp. ("PIC"), Pioneer
International Corp. ("PIntl"), and Pioneer Metals & Technology, Inc.
("PMT"); Chairman of the Board and Director of Teberebie Goldfields Limited
("TGL"); Chairman, President and Director of Pioneer Goldfields Limited
("PGL"); Chairman of the Supervisory Board of Pioneer Fonds Marketing GmbH
3
<PAGE>
("PFM"); and Chairman and Partner, Hale and Dorr (counsel to the Fund). 60
State Street, Boston, Massachusetts
RICHARD H. EGDAHL, M.D., Trustee
Professor of Management, Boston University School of Management, since
1988; Professor of Public Health, Boston University School of Public
Health; Professor of Surgery, Boston University School of Medicine and
Boston University Health Policy Institute; Director, Boston University
Medical Center; Executive Vice President and Vice Chairman of the Board,
University Hospital; Academic Vice President for Health Affairs, Boston
University; Director, Essex Investment Management Company, Inc. (investment
adviser), Health Payment Review, Inc. (health care containment software
firm), Mediplex Group, Inc. (nursing care facilities firm), Peer Review
Analysis, Inc. (health care utilization management firm) and
Springer-Verlag New York, Inc. (publisher); Honorary Director, Franciscan
Children's Hospital. Boston University Health Policy Institute, 53 Bay
State Road, Boston, Massachusetts
MARGARET B. W. GRAHAM, Trustee
Manager of Research Operations, Xerox Palo Alto Research Center, since
September 1991; Professor of Operations Management and Management of
Technology, Boston University School of Management, since 1989; Associate
Dean, BUSM, 1988 to 1990 and previously, Associate Professor, Department of
Operations Management, Boston University School of Management. The Keep, P.
O. Box 110, Little Deer Isle, Maine 04650
JOHN W. KENDRICK, Trustee
Professor Emeritus of Economics, George Washington University and Adjunct
Scholar, American Enterprise Institute. Hyatt Residence, Apt. 1521, 8100
Connecticut Avenue, Chevy Chase, Maryland 20815
MARGUERITE A. PIRET, Trustee
President, Newbury, Piret & Company, Inc. (merchant banking firm). One
State Street, Suite 415, Boston, Massachusetts
DAVID D. TRIPPLE,* Trustee and Executive Vice President
Executive Vice President and Director of PGI; Director of PCC and Pioneer
SBIC Corporation ("PSBIC"); Executive Vice President, President, Chief
Investment Officer and a Director of PMC. 60 State Street, Boston,
Massachusetts
STEPHEN K. WEST, Trustee
Partner, Sullivan & Cromwell (law firm)
125 Broad Street, New York, New York
JOHN WINTHROP, Trustee
President, John Winthrop & Co., Inc. (a private investment firm) and
Director of NUI Corp., Alliance Capital Reserves, Alliance Government
Reserves and Alliance Tax Exempt Reserves. One North Adgers Wharf,
Charleston, South Carolina
SHERMAN B. RUSS, Vice President
Vice President of PMC, Pioneer Bond Fund and Pioneer America Income Trust.
WILLIAM H. KEOUGH, Treasurer
Treasurer of each of the Pioneer mutual funds; Senior Vice President, Chief
Financial Officer and Treasurer of PGI; Treasurer of PFD, PMC, PSC, PCC,
PIC, PIntl, PMT, PGL and SBIC and Treasurer and Director of PPC.
ERIC RECKARD, Assistant Treasurer
Assistant Treasurer to each of the Pioneer Funds since 1994; Manager of
Fund Accounting for PMC and Assistant to Chief Financial Officer prior to
1994.
JOSEPH P. BARRI, Secretary
Secretary of PCC, PGI and PMC; and Partner, Hale and Dorr (counsel to the
Fund).
ROBERT NAULT, Assistant Secretary
General Counsel of PGI since 1995; formerly of Hale and Dorr (counsel to
the Fund) where he most recently served as a junior partner.
4
<PAGE>
Each of the above, with the exception of Mr. Russ, is an officer and/or
trustee or director of the Pioneer Funds listed below. The Trust's Declaration
of Trust provides that the holders of two-thirds of its outstanding shares may
vote to remove a Trustee of the Trust at any special meeting of shareholders.
The business address of all officers is 60 State Street, Boston, Massachusetts
02109.
To the knowledge of the Trust, no officer or Trustee of the Trust owned 5%
or more of the issued and outstanding shares of PGI on February 28, 1995, except
Mr. Cogan who then owned approximately 15% of such shares.
At February 28, 1995, the Trustees and officers of the Trust owned in the
aggregate less than 1% of the outstanding securities of the Trust. As of
February 28, 1995, PGI-Rollover IRA Custodian for George E. Siek, Sr. owned
approximately 6.95% of Pioneer U.S. Government Money Fund's total assets and
Kirpet Co. owned approximately 9.95% of Pioneer Cash Reserves Fund's total
assets. To the knowledge of the Trust, as of February 28, 1995, no person other
than mentioned above owned of record or beneficially more than 5% of the
outstanding shares of any series of the Trust.
PGI, a publicly-owned Delaware corporation, owns all of the outstanding
capital stock of PMC and PSC. PMC owns all of the outstanding capital stock of
PFD. The table below lists all the Pioneer Funds currently offered to the public
and the investment adviser and principal underwriter for each fund.
<TABLE>
<CAPTION>
Investment Principal
Fund Name Adviser Underwriter
<S> <C> <C>
Pioneer Fund PMC PFD
Pioneer II PMC PFD
Pioneer Three PMC PFD
Pioneer Growth Shares PMC PFD
Pioneer Capital Growth Fund PMC PFD
Pioneer Equity-Income Fund PMC PFD
Pioneer Gold Shares PMC PFD
Pioneer Winthrop Real Estate Investment Fund * PFD
Pioneer Emerging Markets Fund PMC PFD
Pioneer Europe Fund PMC PFD
Pioneer India Fund PMC PFD
Pioneer International Growth Fund PMC PFD
Pioneer Bond Fund PMC PFD
Pioneer America Income Trust PMC PFD
Pioneer Short-Term Income Trust PMC PFD
Pioneer Income Fund PMC PFD
Pioneer Tax-Free Income Fund PMC PFD
Pioneer Intermediate Tax-Free Fund PMC PFD
Pioneer California Double Tax-Free Fund PMC PFD
Pioneer New York Triple Tax-Free Fund PMC PFD
Pioneer Massachusetts Double Tax-Free Fund PMC PFD
Pioneer Cash Reserves Fund PMC PFD
Pioneer U.S. Government Money Market Fund PMC PFD
Pioneer Tax-Free Money Fund PMC PFD
Pioneer Interest Shares, Inc. PMC **
<FN>
* Pioneer Winthrop Advisers is the investment adviser of this fund.
** This fund is a closed-end investment company.
</FN>
</TABLE>
PMC, the Fund's investment adviser, also manages the investments of certain
institutional private accounts.
Compensation of Officers and Trustees. The Trust pays no salaries or
compensation to any of its officers. The Trust pays an annual trustees' fee of
5
<PAGE>
$100, and a payment of $1,000 plus expenses per meeting attended, to each
Trustee who is not affiliated with PMC, PFD or PSC and pays an annual trustees'
fee of $500 plus expenses to each Trustee affiliated with PMC, PFD or PSC. Any
such fees and expenses paid to affiliates or interested persons of PMC, PFD or
PSC are reimbursed to the Trust under its Management Contract. The following
table sets forth certain information with respect to the compensation of each
Trustee of the Trust:
<TABLE>
<CAPTION>
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from Trust and
Compensation Part of Pioneer Family
Name of Trustee from the Trust* Trust's Expenses of Funds**
<S> <C> <C> <C>
John F. Cogan, Jr.*** $ 500 $0 $ 9,000
Richard H. Egdahl, M.D. 3,400 0 $55,650
Margaret B.W. Graham 3,400 0 $55,650
John W. Kendrick 3,400 0 $55,650
Marguerite A. Piret 4,300 0 $66,650
David D. Tripple*** 500 0 $ 9,000
Stephen K. West 4,000 0 $63,650
John Winthrop 4,000 0 $63,650
<FN>
* As of Trust's fiscal year end.
** As of December 31, 1994 (calendar year end for all Pioneer Funds listed above).
*** All fees paid by the Trust to "interested" Trustees are reimbursed to the Trust by PMC.
</FN>
</TABLE>
3. INVESTMENT ADVISER
The Trust has contracted with PMC, 60 State Street, Boston, Massachusetts,
to act as its investment adviser. The term of the contract is one year and it is
renewable annually by the vote of a majority of the Board of Trustees of the
Trust (including a majority of the Board of Trustees who are not parties to the
contract or interested persons of any such parties). The vote must be cast in
person at a meeting called for the purpose of voting on such renewal. This
contract terminates if assigned and may be terminated without penalty by either
party by vote of its Board of Directors or Trustees or a majority of its
outstanding voting securities and the giving of sixty days' written notice. As
compensation for its management services and expenses incurred, PMC is entitled
to a management fee at the rate of 0.40% per annum of each Fund's average daily
net assets. The fee is normally computed daily and paid monthly. PMC has agreed
not to impose management fees for the Funds and if necessary to limit or
otherwise reduce other operating expenses to the extent needed to limit the
expenses of each Fund in accordance with the schedule set forth in the
Prospectus under Note 2 to "Expense Information." The management fee
attributable to Class B Shares will only be imposed to the extent it is imposed
for Class A Shares. PMC's agreement is voluntary and temporary and may be
revised or terminated at any time. The purpose of this policy is to enhance a
Fund's dividend yield during the period when, because of its smaller size, fixed
expenses have a more significant impact on yield.
During the fiscal year ended December 31, 1994, pursuant to the expense
limitation discussed above, the management fees of Pioneer Cash Reserves Fund,
Pioneer U.S. Government Money Fund and Pioneer Tax Free Money Fund were reduced
by $250,479, $117,274 and $36,209, respectively, resulting in actual management
fees paid during such period of $214,043, $0 and $0, respectively. During the
fiscal year ended December 31, 1993, the management fees of Pioneer Cash
Reserves Fund, Pioneer U.S. Government Money Fund and Pioneer Tax-Free Money
Fund were reduced by $201,232, $92,361 and $29,957, respectively, resulting in
actual management fees paid during such period of $28,991, $0 and $0,
respectively. During the fiscal year ended December 31, 1992, the management
fees of Pioneer Cash Reserves Fund, Pioneer U.S. Government Money Fund and
Pioneer Tax-Free Money Fund were reduced by $136,097, $104,034 and $30,942,
respectively, resulting in actual management fees paid during such period to PMC
of $125,487, $0 and $0, respectively.
6
<PAGE>
4. PRINCIPAL UNDERWRITER
PFD serves as the principal underwriter for the Trust in connection with
the continuous offering of the Trust's Class A shares and Pioneer Cash Reserves
Fund Class B shares. During the Trust's two most recently completed fiscal
years, no underwriting commissions were paid to PFD. PFD commenced service as
the Trust's principal underwriter as of March 31, 1995.
The Trust, on behalf of each Fund, entered into an Underwriting Agreement
with PFD. The Underwriting Agreement will continue from year to year if annually
approved by the Trustees. The Underwriting Agreement provides that PFD will bear
expenses for the distribution of the Trust's shares, except for expenses
incurred by PFD for which it is reimbursed by the Trust under the Rule 12b-1
distribution plans applicable to the Class A and Class B shares.
PFD bears all expenses it incurs in providing services under the
Underwriting Agreement. Such expenses include compensation to its employees and
representatives and to securities dealers for distribution related services
performed for the Trust. PFD also pays certain expenses in connection with the
distribution of the Trust's shares, including the cost of preparing, printing
and distributing advertising or promotional materials, and the cost of printing
and distributing prospectuses and supplements to prospective shareholders. The
Trust bears the cost of registering its shares under federal and state
securities law and the laws of certain foreign countries.
The Trust and PFD have agreed to indemnify each other against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
Under the Underwriting Agreement, PFD will use its best efforts in rendering
services to the Trust.
The Trust will not generally issue shares for consideration other than
cash. At the Trust's sole discretion, however, it may issue shares for
consideration other than cash in connection with a bona fide reorganization,
statutory merger, or other acquisition of portfolio securities (other than
municipal debt securities issued by state political subdivisions or their
agencies or instrumentalities) provided (i) the securities meet the investment
objectives and policies of the Trust; (ii) the securities are acquired by the
Trust for investment and not for resale; (iii) the securities are not restricted
as to transfer either by law or liquidity of market; and (iv) the securities
have a value which is readily ascertainable. An exchange of securities for Trust
shares may be a taxable transaction to the shareholder.
The redemption price of shares of beneficial interest of the Trust may, at
the Manager's discretion, be paid in cash or portfolio securities. The Trust
has, however, elected to be governed by Rule 18f-1 under the 1940 Act pursuant
to which the Trust is obligated to redeem shares solely in cash up to the lesser
of $250,000 or 1% of the Trust's net asset value during any 90-day period for
any one shareholder. Should the amount of redemptions by any shareholder exceed
such limitation, the Trust will have the option of redeeming the excess in cash
or portfolio securities. In the latter case, the securities are taken at the
value employed in determining the Trust's net asset value. A shareholder whose
shares are redeemed in-kind may incur brokerage charges in selling the
securities received in-kind. The selection of such securities will be made in
such manner as the Board deems fair and reasonable.
5. DISTRIBUTION PLANS
The Trust, on behalf of each Fund, has adopted a plan of distribution
pursuant to Rule 12b-1 promulgated by the Commission under the 1940 Act with
respect to Class A shares (the "Class A Plan") and a plan of distribution with
respect to Class B shares of Pioneer Cash Reserves Fund only (the "Class B
Plan") (together, the "Plans").
Class A Plan. Pursuant to the Class A Plan a Fund may reimburse PFD for its
expenditures in financing any activity primarily intended to result in the sale
of the Class A Plan shares. Certain categories of such expenditures have been
approved by the Board of Trustees and are set forth in the Prospectus. See
"Distribution Plans" in the Prospectus. The expenses of each Fund pursuant to
the Class A Plan are accrued daily at a rate which may not exceed the annual
rate of 0.15% of a Fund's average daily net assets attributable to Class A
shares.
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<PAGE>
Class B Plan. The Class B Plan provides that Pioneer Cash Reserves Fund
shall pay PFD, as the Fund's distributor for its Class B shares, a daily
distribution fee equal on an annual basis to 0.75% of the Fund's average daily
net assets attributable to Class B shares and will pay PFD a service fee equal
to 0.25% of the Fund's average daily net assets attributable to Class B shares
(which PFD will in turn pay to securities dealers which enter into a sales
agreement with PFD at a rate of up to 0.25% of the Fund's average daily net
assets attributable to Class B shares owned by investors for whom that
securities dealer is the holder or dealer of record). This service fee is
intended to be consideration for personal services and/or account maintenance
services rendered by the dealer with respect to Class B shares. PFD will advance
to dealers the first-year service fee at a rate equal to 0.25% of the amount
invested. As compensation therefor, PFD may retain the service fee paid by the
Fund with respect to such shares for the first year after purchase. Dealers will
become eligible for additional service fees with respect to such shares
commencing in the thirteenth month following purchase. Dealers may from time to
time be required to meet certain other criteria in order to receive service
fees. PFD or its affiliates are entitled to retain all service fees payable
under the Class B Plan for which there is no dealer of record or for which
qualification standards have not been met as partial consideration for personal
services and/or account maintenance services performed by PFD or its affiliates
for shareholder accounts.
The purpose of distribution payments to PFD under the Class B Plan is to
compensate PFD for its distribution services to Pioneer Cash Reserves Fund. PFD
pays commissions to dealers as well as expenses of printing prospectuses and
reports used for sales purposes, expenses with respect to the preparation and
printing of sales literature and other distribution related expenses, including,
without limitation, the cost necessary to provide distribution-related services
or personnel, travel, office expenses and equipment. The Class B Plan also
provides that PFD will receive all CDSCs attributable to Class B shares. (See
"Distribution Plans" in the Prospectus.)
General. In accordance with the terms of the Plans, PFD provides to the
Trust for review by the Trustees a quarterly written report of the amounts
expended under the respective Plan and the purpose for which such expenditures
were made. In the Trustees' quarterly review of the Plans, they will consider
the continued appropriateness and the level of reimbursement or compensation the
Plans provide.
No interested person of the Trust, nor any Trustee of the Trust who is not
an interested person of the Fund, has any direct or indirect financial interest
in the operation of the Plans except to the extent that PFD and certain of its
employees may be deemed to have such an interest as a result of receiving a
portion of the amounts expended under the Plans by each of the Funds and except
to the extent certain officers may have an interest in PFD's ultimate parent,
PGI.
The Plans were adopted by a majority vote of the Board of Trustees,
including all of the Trustees who are not, and were not at the time they voted,
interested persons of the Trust, as defined in the 1940 Act (none of whom has or
have any direct or indirect financial interest in the operation of the Plans)
(the "Qualified Trustees"), cast in person at a meeting called for the purpose
of voting on the Plans. In approving the Plans, the Trustees identified and
considered a number of potential benefits which the Plans may provide. The Board
of Trustees believes that there is a reasonable likelihood that the Plans will
benefit each Fund and its current and future shareholders. Under their terms,
the Plans remain in effect from year to year provided such continuance is
approved annually by vote of the Trustees in the manner described above. The
Plans may not be amended to increase materially the annual percentage limitation
of average net assets which may be spent for the services described therein
without approval of the shareholders of the Class or Classes affected thereby,
and material amendments of the Plans must also be approved by the Trustees in
the manner described above. On March 10, 1995, the Board of Trustees approved an
amendment to the Trust's Class A Plan, on behalf of each Fund, authorizing PFD,
in its capacity as principal underwriter of the Trust's shares, to receive
compensation from the Trust pursuant to the Class A Plan. Under the original
Class A Plan, PFD served as servicing agent for the Trust with respect to the
Plan. The Board of Trustees determined that this amendment would not result in
an increase of the annual percentage limitation of average net assets which may
be spent by the Trust, on behalf of each Fund, for the services described with
respect to each Fund's Class A shares in the Class A Plan. A Plan may be
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<PAGE>
terminated at any time, without payment of any penalty, by vote of the majority
of the Trustees who are not interested persons of the Trust and have no direct
or indirect financial interest in the operations of the Plan, or by a vote of a
majority of the outstanding voting securities of the respective Class of a Fund
(as defined in the 1940 Act). A Plan will automatically terminate in the event
of its assignment (as defined in the 1940 Act). In the Trustees' quarterly
review of the Plans, they will consider the Plans' continued appropriateness and
the level of compensation they provide.
During the fiscal year ended December 31, 1994, the Funds incurred total
distribution fees pursuant to the Class A Distribution Plan as follows:
Pioneer Cash Pioneer U.S. Government Pioneer Tax-Free
Reserves Fund Money Fund Money Fund
$165,050 $36,283 $8,147
Distribution fees were paid by the Fund to PFD in reimbursement of expenses
related to servicing of shareholder accounts and to compensating dealers and
sales personnel. There were no Class B Shares outstanding on December 31, 1994.
6. SHAREHOLDER SERVICING/TRANSFER AGENT
The Trust has contracted with PSC, 60 State Street, Boston, Massachusetts,
to act as shareholder services and transfer agent for the Trust. This contract
terminates if assigned and may be terminated without penalty by either party by
vote of its Board of Directors or Trustees or a majority of its outstanding
voting securities and the giving of ninety days' written notice.
Under the terms of its contract with the Trust, PSC services shareholder
accounts, and its duties include: (i) processing sales, redemptions and
exchanges of shares of the Trust; (ii) distributing dividends and capital gains
associated with Trust portfolio accounts; and (iii) maintaining account records
and responding to shareholder inquiries. PSC handles all routine communications
with shareholders but obtains data processing and operational services from
Advanced Information Service Company of Boston, Massachusetts.
PSC receives an annual fee of $27.45 per shareholder account from the Trust
as compensation for the services described above. This fee is set at an amount
determined by vote of a majority of the Trustees (including a majority of the
Trustees who are not parties to the contract with PSC or interested persons of
any such parties) to be comparable to fees for such services being paid by other
investment companies.
7. CUSTODIAN
Brown Brothers Harriman & Co. (the "Custodian"), 40 Water Street, Boston,
Massachusetts 02109, is the custodian of the Trust's assets. The Custodian's
responsibilities include safekeeping and controlling each Fund's cash and
securities, handling the receipt and delivery of securities and collecting
interest and dividends on the Funds' investments. The Custodian does not
determine the investment policies of the Funds or decide which securities the
Funds will buy or sell. The Funds may, however, invest in securities, including
repurchase agreements, issued by the Custodian and may deal with the Custodian
as principal in securities transactions. Portfolio securities may be deposited
into the Federal Reserve-Treasury Department Book Entry System or the Depository
Trust Company.
Pursuant to a separate agreement with the Custodian, the Custodian also
provides certain accounting services to the Trust, including the calculation of
yield for the Funds.
8. INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, One International Place, Boston, Massachusetts 02110,
are the Trust's independent public accountants, providing audit services, tax
9
<PAGE>
return review and assistance and consultation with respect to the preparation of
filings with the SEC.
9. PORTFOLIO TRANSACTIONS
The Funds intend to fully manage their portfolios by buying and selling
securities, as well as holding securities to maturity. In managing their
portfolios, the Funds seek to take advantage of market developments and yield
disparities, which may include use of the following strategies:
(1) shortening the average maturity of their portfolios in
anticipation of a rise in interest rates so as to minimize depreciation of
principal;
(2) lengthening the average maturity of their portfolios in
anticipation of a decline in interest rates so as to maximize yield;
(3) selling one type of debt security and buying another when
disparities arise in the relative values of each; and
(4) changing from one debt security to an essentially similar debt
security when their respective yields appear distorted due to market
factors.
The Funds engage in portfolio trading if they believe a transaction net of
costs (including taxes and custodian charges) will help in achieving the Trust's
investment objective.
Decisions relating to the purchase and sale of securities for the Funds,
the allocation of portfolio transactions and, where applicable, the negotiation
of commission rates are made by officers of PMC.
The primary consideration in placing portfolio security transactions is
execution at the most favorable prices. PMC has complete freedom as to the
markets in and broker-dealers through which it seeks this result. Debt
securities are traded principally in the over-the-counter market on a net basis
through dealers acting for their own account and not as brokers. The cost of
securities purchased from underwriters includes an underwriter's commission or
concession, and the prices at which securities are purchased and sold from and
to dealers include a dealer's mark-up or mark-down. PMC attempts to negotiate
with underwriters to decrease the commission or concession for the benefit of
the Funds. PMC normally seeks to deal directly with the primary market makers
unless, in its opinion, better prices are available elsewhere. Subject to the
requirement of seeking execution at the best available price, securities may, as
authorized by PMC's management contract, be bought from or sold to dealers who
have furnished statistical research and other information or services to PMC and
the Funds. Management believes that no exact dollar value can be calculated for
such services.
During the fiscal years ended December 31, 1994, 1993 and 1992,
respectively, the Funds paid no brokerage or underwriting commissions.
10. TAX STATUS
Federal Taxes. Each series of the Trust is treated as a separate entity for
federal income tax purposes. It is each Fund's policy to meet the requirements
of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),
for qualification as a regulated investment company. These requirements relate
to the sources of its income, diversification of its assets and the distribution
of its income to shareholders. If a Fund meets all such requirements and
distributes to its shareholders at least annually all investment company taxable
income and net capital gain, if any, which it receives, the Fund will be
relieved of the necessity of paying federal income tax. Because none of each
Fund's income is expected to arise from dividends, no part of the distributions
to its corporate shareholders will qualify for the dividends-received deduction
for corporations.
Any dividend declared by a Fund in October, November or December as of a
record date in such a month and paid during the following January will be
treated for federal income tax purposes as received by shareholders on December
31 of the calendar year in which it is declared.
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For federal income tax purposes, a Fund is permitted to carry forward a net
realized capital loss in any year to offset its realized capital gains, if any,
during the eight years following the year of the loss. To the extent subsequent
net realized capital gains are offset by such losses, they would not result in
federal income tax liability to the Fund and are not expected to be distributed
as such to shareholders.
Shareholders of the Pioneer Tax Free Money Fund should be aware that
tax-exempt interest (including "exempt-interest dividends" paid by the Fund) is
reportable for federal income tax purposes and that shareholders receiving
social security or certain railroad retirement benefits may be subject to
federal income tax on up to 85% of these benefits as a result of receiving
investment income, including exempt-interest dividends and other distributions
paid by the Fund. This Fund may realize some taxable income from the taxable
investments described in the prospectus, any recognized market discount income,
or a portion of discount from certain stripped tax-exempt securities. To the
extent that taxable income, if any, is distributed to shareholders of the Fund,
the distribution of such taxable income will be accounted for on an "average
annualized" as opposed to an "actual earned" basis. Although applicable tax law
is not entirely clear under all circumstances, the Fund intends to take the
position that it is the tax owner of a municipal obligation acquired subject to
a put option or standby commitment or acquired or held with certain other types
of put rights.
Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their tax
advisers for more information.
Provided that each Fund qualifies as a regulated investment company ("RIC")
under the Code, it will not be required to pay any Massachusetts income,
corporate excise or franchise taxes. Provided that each Fund qualifies as an RIC
and meets certain income source requirements under Delaware Law, each Fund
should also not be required to pay Delaware corporation income tax.
The exemption of exempt-interest dividends for federal income tax purposes
does not necessarily result in exemption under the tax laws of any state or
local taxing authority, which vary with respect to the taxation of such dividend
income. It is possible that some states will exempt from tax that portion of an
exempt-interest dividend which represents interest received by Pioneer Tax-Free
Money Fund on that state's securities or that portion of an ordinary dividend
which represents interest received by Pioneer U.S. Government Money Fund or
Pioneer Cash Reserves Fund on direct obligations of the U.S. Government.
Therefore, such Funds will report annually to their shareholders the percentage
of interest income received during the preceding year, indicating the source of
such income. Each shareholder is advised to consult his own tax adviser
regarding the tax status of distributions from and an investment in a Fund under
applicable state or local tax law, including, in those states or localities that
impose taxes on intangible personal property, whether the portion of the value
of a Fund's shares attributable to direct obligations of the U.S. Government
and/or obligations issued by such state or its political subdivisions, agencies
and instrumentalities may be exempt from such taxes.
The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents, or U.S.
corporations, partnerships, trusts or estates and who are subject to U.S.
federal income tax. Investors other than U.S. persons may be subject to
different U.S. tax treatment, including a 30% U.S. withholding tax (or
withholding tax at a lower treaty rate) on certain dividends treated as ordinary
income. The description above also does not address the special tax rules
applicable to certain classes of investors, such as banks, insurance companies
or tax-exempt entities. Shareholders should consult their own tax advisers on
these matters and on state, local and other applicable tax laws.
11. DESCRIPTION OF SHARES
The Trust's Agreement and Declaration of Trust permits the Board of
Trustees to authorize the issuance of an unlimited number of full and fractional
shares of beneficial interest (without par value) which may be divided into such
separate series as the Trustees may establish. Currently, the Trust consists of
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<PAGE>
the three series named herein. The Trustees may establish additional series of
shares in the future, and may divide or combine the shares into a greater or
lesser number of shares without thereby changing the proportionate beneficial
interests in the Trust. The Agreement and Declaration of Trust further
authorizes the Trustees to classify or reclassify any series of the shares into
one or more classes. Pursuant thereto, the Trustees have authorized the issuance
of two classes of shares of Pioneer Cash Reserves Fund, Class A shares and Class
B shares. Each share of a class of the Pioneer Cash Reserves Fund represents an
equal proportionate interest in the assets of that Fund allocable to that class.
Upon liquidation of the Pioneer Cash Reserves Fund, shareholders of each class
of the Fund are entitled to share pro rata in the Fund's net assets allocable to
such class available for distribution to shareholders. The Trust reserves the
right to create and issue additional series or classes of shares, in which case
the shares of each class of a series would participate equally in the earnings,
dividends and assets allocable to that class of the particular series.
Shareholders are entitled to one vote for each share held and may vote in
the election of Trustees and on other matters submitted to meetings of
shareholders. Although Trustees are not elected annually by the shareholders,
shareholders have, under certain circumstances, the right to remove one or more
Trustees. No amendment adversely affecting certain rights of shareholders may be
made to the Trust's Agreement and Declaration of Trust without the affirmative
vote of a majority of its shares. Shares have no preemptive or conversion
rights. Shares are fully paid and nonassessable by the Trust, except as stated
below.
12. CERTAIN LIABILITIES
As a Delaware business trust, the Trust's operations are governed by its
Agreement and Declaration of Trust dated March 7, 1995. A copy of the Trust's
Certificate of Trust, also dated March 7, 1995, is on file with the Office of
the Secretary of State of the State of Delaware. Generally, Delaware business
trust shareholders are not personally liable for obligations of the Delaware
business trust under Delaware law. The Delaware Business Trust Act (the
"Delaware Act") provides that a shareholder of a Delaware business trust shall
be entitled to the same limitation of liability extended to shareholders of
private for-profit corporations. The Trust's Agreement and Declaration of Trust
expressly provides that the Trust has been organized under the Delaware Act and
that the Agreement and Declaration of Trust is to be governed by Delaware law.
It is nevertheless possible that a Delaware business trust, such as the Trust,
might become a party to an action in another state whose courts refused to apply
Delaware law, in which case the trust's shareholders could be subject to
personal liability.
To guard against this risk, the Agreement and Declaration of Trust (i)
contains an express disclaimer of shareholder liability for acts or obligations
of the Trust and provides that notice of such disclaimer may be given in each
agreement, obligation and instrument entered into or executed by the Trust or
its Trustees, (ii) provides for the indemnification out of Trust property of any
shareholders held personally liable for any obligations of the Trust or any
series of the Trust and (iii) provides that the Trust shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the Trust and satisfy any judgment thereon. Thus, the risk of a
Trust shareholder incurring financial loss beyond his or her investment because
of shareholder liability is limited to circumstances in which all of the
following factors are present: (1) a court refused to apply Delaware law; (2)
the liability arose under tort law or, if not, no contractual limitation of
liability was in effect; and (3) the Trust itself would be unable to meet its
obligations. In the light of Delaware law, the nature of the Trust's business
and the nature of its assets, the risk of personal liability to a Fund
shareholder is remote.
The Agreement and Declaration of Trust further provides that the Trust
shall indemnify each of its Trustees and officers against liabilities and
expenses reasonably incurred by them, in connection with, or arising out of, any
action, suit or proceeding, threatened against or otherwise involving such
Trustee or officer, directly or indirectly, by reason of being or having been a
Trustee or officer of the Trust. The Agreement and Declaration of Trust does not
authorize the Trust to indemnify any Trustee or officer against any liability to
which he or she would otherwise be subject by reason of or for willful
misfeasance, bad faith, gross negligence or reckless disregard of such person's
duties.
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13. DETERMINATION OF NET ASSET VALUE
The net asset value per share of each class of each Fund in the Trust is
determined as of the close of regular trading on the New York Stock Exchange
(the "Exchange") (normally 4:00 p.m., Eastern Time) on each day the Exchange is
open for business. As of the date of this Statement of Additional Information,
these institutions are open for business every weekday except for the following
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset
value per share of each class of each Fund is also determined on any other day
in which the level of trading in its portfolio securities is sufficiently high
that the current net asset value per share might be materially affected by
changes in the value of its portfolio securities. On any day in which no
purchase orders for the shares of a Fund become effective and no shares are
tendered for redemption, such Fund's net asset value per share may not be
determined.
The net asset value per share of each class of each Fund is computed by
taking the amount of the value of all of a Fund's assets attributable to a
class, less its liabilities attributable to a class, and dividing it by the
number of outstanding shares of that class. For purposes of determining net
asset value, expenses of each class of each Fund are accrued daily and taken
into account.
Except as set forth in the following paragraph, each Fund's portfolio
investments are valued on each business day on the basis of amortized cost, if
the Board of Trustees determines in good faith that such method approximates
fair value. This technique involves valuing an instrument at its cost and,
thereafter, assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price such Fund would receive if it sold the
investment. During periods of declining interest rates, the yield on shares of
the Funds computed as described below may tend to be higher than a like
computation made by a fund with identical investments utilizing a method of
valuation based upon market prices and estimates of market prices for all of its
portfolio investments. Thus, if the use of amortized cost by the Funds resulted
in a lower aggregate portfolio value on a particular day, a prospective investor
in a Fund would be able to obtain a somewhat higher yield than would result from
investment in a fund utilizing solely market values. The converse would apply in
a period of rising interest rates.
Standby commitments will be valued at zero in determining net asset value.
"When-issued" securities will be valued at the value of the security at the time
the commitment to purchase is entered into.
The valuation of the Funds' portfolio investments based upon their
amortized cost and the concomitant expectation to maintain the Funds' per share
net asset value of $1.00 is permitted in accordance with Rule 2a-7 under the
1940 Act pursuant to which the Funds must adhere to certain conditions which are
described in detail in the Prospectus. The Funds must maintain a dollar-weighted
average portfolio maturity of 90 days or less. The maturities of variable rate
demand instruments held in the Funds' portfolios will be deemed to be the longer
of the demand period or the period remaining until the next interest rate
adjustment, although stated maturities may be in excess of one year. The
Trustees have established procedures designed to stabilize, to the extent
reasonably possible, the price per share of each class of each Fund for the
purpose of maintaining sales and redemptions at a single value. It is the
intention of each Fund to maintain each class' per-share net asset value of
$1.00 but there can be no assurance of this. Such procedures will include review
of the Funds' portfolio holdings by the Trustees, at such intervals as they may
deem appropriate, to determine whether the Funds' net asset value per class
calculated by using available market quotations deviates from $1.00 per share
and, if so, whether such deviation may result in material dilution or is
otherwise unfair to existing shareholders. In the event the Trustees determine
that such a deviation exists, they have agreed to take such corrective action as
they regard as necessary and appropriate, including: (i) the sale of portfolio
instruments prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity; (ii) withholding dividends; (iii) redeeming shares
in kind; or (iv) establishing a net asset value per share by using available
market quotations.
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14. SYSTEMATIC WITHDRAWAL PLAN
The Systematic Withdrawal Plan is designed to provide a convenient method
of receiving fixed payments at regular intervals from shares of any Fund in the
Trust deposited by the applicant under this Plan. Withdrawals from Class B share
accounts are limited to 10% of the value of the account at the time the plan is
implemented (see the Prospectus). You must deposit or purchase for deposit with
PSC shares of any Fund having a total value of not less than $10,000. Periodic
payments of $50 or more will be deposited monthly or quarterly directly into a
bank account designated by you, or will be sent to you, or any person designated
by you.
Any income dividends or capital gains distributions on shares under the
Systematic Withdrawal Plan will be credited to the Plan account on the payment
date in full and fractional shares at the net asset value per share in effect on
the record date.
Systematic Withdrawal Plan payments are made from the proceeds of the
redemption of shares deposited under the Plan in a Plan account. To the extent
that such redemptions for periodic withdrawals exceed dividend income reinvested
in the Plan account, such redemptions will reduce and may ultimately exhaust the
number of shares deposited in the Plan account. In addition, the amounts
received by a shareholder cannot be considered as an actual yield or income on
his or her investment because part of such payments may be a return of his or
her capital.
The Systematic Withdrawal Plan may be terminated at any time (1) by written
notice to PSC or from PSC to the shareholder; (2) upon receipt by PSC of
appropriate evidence of the shareholder's death; or (3) when all shares under
the Plan have been redeemed. The fees of PSC for maintaining Systematic
Withdrawal Plans are paid by the Trust.
15. INVESTMENT RESULTS
From time to time, the Funds will provide yield quotations for Class A and
Class B shares. These quotations are calculated by standard methods prescribed
by the SEC and may from time to time be used in the Funds' Prospectus, Statement
of Additional Information, advertisements, shareholder reports or other
communications to shareholders. However, these yield quotations should not be
considered as representative of the performance of the Funds in the future
since, unlike some bank deposits or other investments which pay a fixed yield
for a stated period of time, the yields of the Funds will vary based on the
type, quality and maturities of the securities held in their portfolios,
fluctuations in short-term interest rates and changes in their expenses.
The Funds' yield quotations are computed using the appropriate figures for
a particular class as follows: the net change, exclusive of capital changes
(i.e., realized gains and losses from the sale of securities and unrealized
appreciation and depreciation), in the value of a hypothetical pre-existing
Class A or B share account having a balance of one share at the beginning of the
seven-day base period is determined by subtracting a hypothetical charge
reflecting expense deductions from the hypothetical account, and dividing the
net change in value by the value of the share at the beginning of the base
period. This base period return is then multiplied by 365/7 with the resulting
yield figure carried to the nearest 100th of 1%. The determination of net change
in account value reflects the value of additional shares purchased with
dividends from the original share, dividends declared on both the original share
and any such additional shares, and all fees that are charged to the Fund, in
proportion to the length of the base period and the Fund's average account size
(with respect to any fees that vary with the size of an account).
The Funds may also advertise quotations of effective yield. Effective yield
is computed by compounding the unannualized base period return determined as in
the preceding paragraph by adding 1 to the base period return, raising the sum
to a power equal to 365 divided by 7, and subtracting one from the result,
according to the following formula:
Effective Yield = (base period return + 1) 365/7 - 1
The yield and effective yield of the Funds for the seven-day period ended
December 31, 1994 are as follows:
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<TABLE>
<CAPTION>
Before Expense Limitation After Expense Limitation
Effective Effective
Class A Shares Yield Yield Yield Yield
<S> <C> <C> <C> <C>
Pioneer Cash
Reserves Fund 4.64% 4.75% 4.91% 5.03%
Pioneer U.S.
Government Money
Fund 4.24% 4.34% 5.03% 5.15%
Pioneer Tax-Free
Money Fund 1.56% 1.59% 4.63% 4.73%
</TABLE>
Class B shares are a new class of shares first offered on the date hereof for
Pioneer Cash Reserves Fund only.
Pioneer Tax-Free Money Fund's taxable equivalent yield is determined by
dividing that portion of the Fund's yield (calculated as described above) that
is tax exempt by one minus a stated marginal federal income tax rate. The Fund's
taxable equivalent effective yield is determined by dividing that portion of the
Fund's effective yield (calculated as described above) that is tax exempt by one
minus a stated marginal federal income tax rate. The Fund's taxable equivalent
yield and taxable equivalent effective yield assume that the proportion of
income of the Fund that is tax exempt over the seven-day period used in
determining the yield and effective yield quotations will be constant over the
52-week period over which such yield quotations are annualized. Pioneer Tax-Free
Money Fund's taxable equivalent yield and taxable equivalent effective yield for
the 7-day period ended December 31, 1994, for an investor in the 39.6% federal
income tax bracket were 7.67% and 7.83%, respectively, except that absent
expense limitations, the Fund's taxable equivalent yield and taxable equivalent
effective yield would have been 2.58% and 2.63%, respectively.
Automated Information Line (FactFone). FactFone, Pioneer's 24-hour
automated information line, allows shareholders to dial toll-free 1-800-225-4321
and hear recorded fund information, including:
o net asset value prices for all Pioneer Funds;
o annualized 30-day yields on Pioneer's fixed income funds;
o annualized 7-day yields and 7-day effective (compound) yields for
Pioneer's money market funds; and
o dividends and capital gains distributions on all funds.
Yields are calculated in accordance with SEC mandated standard formulas.
In addition, by using a personal identification number (PIN), shareholders
may access their account balance and last three transactions and may order a
duplicate statement.
All performance numbers communicated through FactFone represent past
performance, and figures for all quoted bond funds include the maximum
applicable sales charge. A shareholder's actual yield and total return will vary
with changing market conditions. The value of shares (except for Pioneer money
market funds, which seek a stable $1.00 share price) will also vary and may be
worth more or less at redemption than their original cost.
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APPENDIX A
Description of Municipal Bond, Short-Term
Note and Commercial Paper Ratings1
Moody's Investors Service, Inc.2
Municipal Bonds
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or the fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat bigger than in Aaa
securities.
Municipal Short-Term Notes
MIG-1: Notes which are rated MIG-1 are judged to be of the best quality,
enjoying strong protection from established cash flows for their servicing or
from established and broad-based access to the market for refinancing, or both.
MIG-2: Notes which are rated MIG-2 are judged to be of high quality, with
margins of protection ample though not so large as in the MIG-1 group.
Commercial Paper
P-1: P-1 is the highest commercial paper rating assigned by Moody's. Among
the factors considered by Moody's in assigning ratings are the following: (i)
evaluation of the management of the issuer; (ii) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks which
may be inherent in certain areas; (iii) evaluation of the issuer's products in
relation to competition and customer acceptance; (iv) liquidity; (v) amount and
quality of long-term debt; (vi) trend of earnings over a period of ten years;
(vii) financial strength of any parent company and the relationships which exist
with the issuer; and (viii) recognition by management of the issuer of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations.
A-1
<PAGE>
Standard & Poor's Ratings Group3
Municipal Bonds
AAA: Bonds rated AAA are highest grade obligations. This rating indicates
an extremely strong capacity to pay principal and interest.
AA: Bonds rated AA also qualify as high-quality obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.
Municipal Short-Term Notes
SP-1+: Notes which are rated SP-1+ are judged to be of the best quality,
enjoying overwhelming safety characteristics.
SP-1: Notes which are rated SP-1 have a very strong or strong capacity to
pay principal and interest.
Commercial Paper
A-1: Commercial paper rated A-1 or better has the following
characteristics: (i) the liquidity ratio of its issuer is adequate to meet cash
requirements; (ii) its issuer has outstanding debt rated AA or better; (iii) the
issuer has access to at least two additional sources of borrowing; and (iv) the
issuer's basic earnings and cash flow have an upward trend with allowance made
for unusual circumstances. Typically, the issuer's industry is judged to be well
established and the issuer has a strong position within the industry.
A-2
<PAGE>
APPENDIX B
OTHER PIONEER INFORMATION
The Pioneer family of mutual funds was established in 1928 with the
creation of Pioneer Fund. Pioneer is one of the oldest, most respected and
successful money managers in the United States.
As of December 31, 1994, PMC employed a professional investment staff
of 46, with a combined average of 14 years' experience in the financial services
industry.
At December 31, 1994, there were 591,192 non-retirement shareholder
acccounts and 337,577 retirement shareholder accounts in Pioneer's funds. Total
assets for all Pioneer Funds were $10,038,000,000 representing a total of
928,769 shareholder accounts.
<PAGE>
PIONEER MONEY MARKET TRUST
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
The financial statements of the Registrant are
incorporated by reference from the 1994 Annual Report to
Shareholders which is incorporated by reference into Part
B, the Statement of Additional Information. The 1994
Annual Report to Shareholders is attached hereto as
Exhibit 12.
(b) Exhibits:
1. Agreement and Declaration of Trust (Delaware
Business Trust)_
2. By-laws (Delaware Business Trust)_
3. None
4. Specimen Stock Certificate_
5. Management Contract between Registrant, on
behalf of each series, and Pioneering
Management Corporation and schedule of
substantially similar omitted documents_
6. Underwriting Agreement between Registrant,
on behalf of each series, and Pioneer Funds
Distributor, Inc._
7. None
8. Custodian Agreement with Brown Brothers
Harriman & Co._
9. Investment Company Service Agreement_
10. Opinion of Morris, Nichols, Arsht and
Tunnell_
11. Consent of Arthur Andersen LLP_
12. 1994 Annual Report to Shareholders_
13. Stock Purchase Agreement_
14. None
15a. Class B Rule 12b-1 Distribution Plan on
behalf of Pioneer Cash Reserves Fund_
15b. Amended Class A Rule 12b-1 Distribution
Plan_
16. Description of Average Annual Total Return
and Yield Calculation_
<PAGE>
17. Financial Data Schedules
18. Powers of Attorney_
------------------------
_ Filed herewith.
Item 25. Persons Controlled By or Under
Common Control With Registrant
The Pioneer Group, Inc., a Delaware corporation ("PGI"), owns 100% of the
outstanding capital stock of Pioneering Management Corporation, a Delaware
corporation ("PMC"), Pioneering Services Corporation ("PSC"), Pioneer Capital
Corporation ("PCC"), Pioneer Fonds Marketing GmbH ("GmbH"), Pioneer SBIC Corp.
("SBIC"), Pioneer Associates, Inc., Pioneer International Corporation, Pioneer
Plans Corporation ("PPC"), Pioneer Goldfields Limited ("PGL"), and Pioneer
Investments Corporation ("PIC"), all Massachusetts corporations. PGI also owns
100% of the outstanding capital stock of Pioneer Metals and Technology, Inc.
("PMT"), a Delaware corporation, and Pioneer First Polish Trust Fund Joint Stock
Company ("First Polish"), a Polish corporation. PGI owns 90% of the outstanding
shares of Teberebie Goldfields Limited ("TGL"). Pioneer Winthrop Advisers
("PWA"), a Massachusetts general partnership, is a joint venture between PGI and
Winthrop Financial Associates, a Limited Partnership, a Delaware limited
partnership. Pioneer Fund, Pioneer II, Pioneer Three, Pioneer Bond Fund, Pioneer
Intermediate Tax-Free Fund, Pioneer Growth Trust, Pioneer Europe Fund, Pioneer
International Growth Fund, Pioneer Short-Term Income Trust, Pioneer Tax-Free
State Series Trust, Pioneer Money Market Trust, Pioneer America Income Trust and
the Registrant (each of the foregoing, a Massachusetts business trust), and
Pioneer Interest Shares, Inc. (a Nebraska corporation) and Pioneer Growth
Shares, Pioneer Income Fund, Pioneer India Fund, Pioneer Tax-Free Income Fund
and Pioneer Emerging Markets Fund (each of the foregoing, a Delaware business
trust) are all parties to management contracts with PMC. Pioneer Winthrop Real
Estate Investment Fund is a party to a sub-investment management contract with
PMC. PMC owns 100% of the outstanding capital stock of Pioneer Funds
Distributor, Inc. ("PFD"), a Massachusetts corporation. PCC owns 100% of the
outstanding capital stock of SBIC. SBIC is the sole general partner of Pioneer
Ventures Limited Partnership, a Massachusetts limited partnership. John F.
Cogan, Jr. owns approximately 15% of the outstanding shares of PGI. Mr. Cogan is
Chairman of the Board, President and Trustee of the Registrant and of each of
the Pioneer investment companies; Director and President of PGI; President and
Director of PPC, PIC, Pioneer International Corporation and PMT; Director of PCC
and PSC; Chairman of the Board and Director of PMC, PFD and TGL; Chairman,
President and Director of PGL; Chairman of the Supervisory Board of GmbH;
Chairman and Chief Executive Officer of PWA; Chairman and Member of Supervisory
Board of First Polish; and Partner, Hale and Dorr.
Item 26. Number of Holders of Securities
The following table sets forth the approximate number of record
holders of each class of securities of the Registrant as of December 31, 1994:
Number of
Title of Class Record Holders
Shares of Pioneer Cash Reserves Fund 14,873
Shares of Pioneer U.S. Government Money Fund 1,736
Shares of Pioneer Tax-Free Money Fund 398
Item 27. Indemnification
Except pursuant to the Agreement and Declaration of Trust,
establishing the Registrant as a Trust under Delaware law, there is no contract,
<PAGE>
arrangement or statute under which any director, officer, underwriter or
affiliated person of the Registrant is insured or indemnified. The Agreement and
Declaration of Trust provides that no Trustee or officer will be indemnified
against any liability to which the Registrant would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of such person's duties.
Item 28. Business and Other Connections of Investment Adviser
All of the information required by this item is set forth in the
Forms ADV, as amended, of Pioneering Management Corporation. The following
sections of such Forms ADV are incorporated herein by reference:
(a) Items 1 and 2 of Part 2;
(b) Section 6, Business Background, of each
Schedule D.
Item 29. Principal Underwriter
(a) See Item 25 above.
(b) Directors and Officers of PFD:
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
<S> <C> <C>
John F. Cogan, Jr. Director and Chairman Chairman of the Board,
President and Trustee
Robert L. Butler Director and President None
David D. Tripple Director Executive Vice
President and Trustee
Steven M. Graziano Senior Vice President None
Stephen W. Long Senior Vice President None
John C. Drachman Vice President None
Barry G. Knight Vice President None
William A. Misata Vice President None
Anne W. Patenaude Vice President None
Elizabeth Rice Vice President None
Gail A. Smyth Vice President None
Constance S. Spiros Vice President None
Marcy Supovitz Vice President None
Steven R. Berke Assistant Vice None
President
Mary Sue Hoban Assistant Vice None
President
William H. Keough Treasurer Treasurer
Roy P. Rossi Assistant Treasurer None
Joseph P. Barri Clerk Secretary
</TABLE>
(c) Not applicable.
<PAGE>
Item 30. Location of Accounts and Records
The accounts and records are maintained at the Registrant's office
at 60 State Street, Boston, Massachusetts 02109; contact the Treasurer.
Item 31. Management Services
The Registrant is a party to one contract, described in the
Prospectus and the Statement of Additional Information, under which it receives
management and advisory services from Pioneering Management Corporation.
Item 32. Undertakings
The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest Annual Report to
shareholders upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
post-effective amendment no. 12 to the Registration Statement (the "Amendment")
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston and Commonwealth of Massachusetts, on the 27th day of March,
1995.
PIONEER MONEY MARKET TRUST
By:/s/ John F. Cogan, Jr.
John F. Cogan, Jr.,
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 11 has been signed below by the following persons in the capacities and on
the dates indicated:
Signature Date
Principal Executive Officer: )
)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
)
Principal Financial and )
Accounting Officer: )
)
/s/William H. Keough* )
William H. Keough )
A MAJORITY OF THE BOARD OF TRUSTEES:
)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
/s/Richard H. Egdahl, M.D.* )
Richard H. Egdahl, M.D. )
)
/s/John W. Kendrick* )
John W. Kendrick )
)
/s/Marguerite A. Piret* )
Marguerite A. Piret )
)
/s/David D. Tripple* )
David D. Tripple )
)
/s/Stephen K. West* )
Stephen K. West )
)
/s/John Winthrop* )
John Winthrop )
)
/s/Margaret B.W. Graham* )
Margaret B.W. Graham
*By /s/Joseph P. Barri March 27, 1995
---------------------------
Joseph P. Barri
Attorney-in-Fact
<PAGE>
Exhibit Index
Exhibit
Number Document Title
1. Agreement and Declaration of Trust (Delaware Business Trust)
2. By-laws (Delaware Business Trust)
3. None
4. Specimen Stock Certificate
5. Management Contract between Registrant, on behalf of each
series, and Pioneering Management Corporation and schedule
of substantially similar omitted documents
6. Underwriting Agreement between Registrant, on behalf of each
series, and Pioneer Funds Distributor, Inc.
7. None
8.1 Custodian Agreement with Brown Brothers Harriman & Co.
9. Investment Company Service Agreement
10. Opinion of Morris, Nichols, Arsht and Tunnell
11. Consent of Arthur Andersen LLP
12. 1994 Annual Report to Shareholders
13. Stock Purchase Agreement
14. None
15a. Class B Rule 12b-1 Distribution Plan on behalf of Pioneer
Cash Reserves Fund
15b. Amended Class A Rule 12b-1 Distribution Plan
16. Description of Average Annual Total Return and Yield
Calculation
17. Financial Data Schedules
18. Power of Attorney
PIONEER MONEY MARKET TRUST
AGREEMENT AND DECLARATION OF TRUST
This AGREEMENT AND DECLARATION OF TRUST is made on February , 1995 by John
F. Cogan, Jr., Richard H. Egdahl, Margaret B.W. Graham, John W. Kendrick,
Marguerite R. Piret, David D. Tripple, Stephen K. West and John Winthrop
(together with all other persons from time to time duly elected, qualified and
serving as Trustees in accordance with the provisions of Article II hereof, the
"Trustees").
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the Trust shall be held and managed in trust pursuant to this
Agreement and Declaration of Trust.
ARTICLE I
NAME AND DEFINITIONS
Section 1. Name. The name of the Trust created by this Agreement and
Declaration of Trust is "Pioneer Money Market Trust."
Section 2. Definitions. Unless otherwise provided or required by the
context:
(a) "Administrator" means the party, other than the Trust, to the contract
described in Article III, Section 3 hereof.
(b) "By-laws" means the By-laws of the Trust adopted by the Trustees, as
amended from time to time, which By-laws are expressly herein incorporated by
reference as part of the "governing instrument" within the meaning of the
Delaware Act.
(c) "Class" means the class of Shares of a Series established pursuant to
Article V.
(d) "Commission," "Interested Person" and "Principal Underwriter" have the
meanings provided in the 1940 Act. Except as such term may be otherwise defined
by the Trustees in conjunction with the establishment of any Series of Shares,
the term "vote of a majority of the Shares outstanding and entitled to vote"
shall have the same meaning as is assigned to the term "vote of a majority of
the outstanding voting securities" in the 1940 Act.
(e) "Covered Person" means a person so defined in Article IV, Section 2.
(f) "Custodian" means any Person other than the Trust who has custody of
any Trust Property as required by Section 17(f) of the 1940 Act, but does not
include a system for the central handling of securities described in said
Section 17(f).
(g) "Declaration" shall mean this Agreement and Declaration of Trust, as
amended or restated from time to time. Reference in this Declaration of Trust to
E-1
<PAGE>
"Declaration," "hereof," "herein," and "hereunder" shall be deemed to refer to
this Declaration rather than exclusively to the article or section in which such
words appear.
(h) "Delaware Act" means Chapter 38 of Title 12 of the Delaware Code
entitled "Treatment of Delaware Business Trusts," as amended from time to time.
(i) "Distributor" means the party, other than the Trust, to the contract
described in Article III, Section 1 hereof.
(j) "His" shall include the feminine and neuter, as well as the masculine,
genders.
(k) "Investment Adviser" means the party, other than the Trust, to the
contract described in Article III, Section 2 hereof.
(l) "Net Asset Value" means the net asset value of each Series or Class of
the Trust, determined as provided in Article VI, Section 3.
(m) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, joint ventures, estates and other entities, and
governments and agencies and political subdivisions thereof, whether domestic or
foreign.
(n) "Series" means a series of Shares established pursuant to Article V.
(o) "Shareholder" means a record owner of Outstanding Shares;
(p) "Shares" means the equal proportionate transferable units of interest
into which the beneficial interest of each Series or Class is divided from time
to time (including whole Shares and fractions of Shares). "Outstanding Shares"
means Shares shown in the books of the Trust or its transfer agent as then
issued and outstanding, but does not include Shares which have been repurchased
or redeemed by the Trust and which are held in the treasury of the Trust.
(q) "Transfer Agent" means any Person other than the Trust who maintains
the Shareholder records of the Trust, such as the list of Shareholders, the
number of Shares credited to each account, and the like.
(r) "Trust" means Pioneer Money Market Trust established hereby, and
reference to the Trust, when applicable to one or more Series or Classes, refers
to such Series or Classes.
(s) "Trustees" means the persons who have signed this Declaration of Trust,
so long as they shall continue in office in accordance with the terms hereof,
and all other persons who may from time to time be duly qualified and serving as
Trustees in accordance with Article II, in all cases in their capacities as
Trustees hereunder.
(t) "Trust Property" means any and all property, real or personal, tangible
or intangible, which is owned or held by or for the Trust or any Series or the
Trustees on behalf of the Trust or any Series.
(u) The "1940 Act" means the Investment Company Act of 1940, as amended
from time to time.
E-2
<PAGE>
ARTICLE II
THE TRUSTEES
Section 1. Management of the Trust. The business and affairs of the Trust
shall be managed by or under the direction of the Trustees, and they shall have
all powers necessary or desirable to carry out that responsibility. The Trustees
may execute all instruments and take all action they deem necessary or desirable
to promote the interests of the Trust. Any determination made by the Trustees in
good faith as to what is in the interests of the Trust shall be conclusive. In
construing the provisions of this Declaration, the presumption shall be in favor
of a grant of power to the Trustees.
Section 2. Powers. The Trustees in all instances shall act as principals,
free of the control of the Shareholders. The Trustees shall have full power and
authority to take or refrain from taking any action and to execute any contracts
and instruments that they may consider necessary or desirable in the management
of the Trust. The Trustees shall not in any way be bound or limited by current
or future laws or customs applicable to trust investments, but shall have full
power and authority to make any investments which they, in their sole
discretion, deem proper to accomplish the purposes of the Trust. The Trustees
may exercise all of their powers without recourse to any court or other
authority. Subject to any applicable limitation herein or in the By-laws or
resolutions of the Trust, the Trustees shall have power and authority, without
limitation:
(a) To operate as and carry on the business of an investment company, and
exercise all the powers necessary and appropriate to the conduct of such
operations.
(b) To invest in, hold for investment, or reinvest in, cash; securities,
including common, preferred and preference stocks; warrants; subscription
rights; profit-sharing interests or participations and all other contracts for
or evidence of equity interests; bonds, debentures, bills, time notes and all
other evidences of indebtedness; negotiable or non-negotiable instruments;
government securities, including securities of any state, municipality or other
political subdivision thereof, or any governmental or quasi-governmental agency
or instrumentality; and money market instruments including bank certificates of
deposit, finance paper, commercial paper, bankers' acceptances and all kinds of
repurchase agreements, of any corporation, company, trust, association, firm or
other business organization however established, and of any country, state,
municipality or other political subdivision, or any governmental or
quasi-governmental agency or instrumentality; or any other security, property or
instrument in which the Trust or any of its Series shall be authorized to
invest.
(c) To acquire (by purchase, subscription or otherwise), to hold, to trade
in and deal in, to acquire any rights or options to purchase or sell, to sell or
otherwise dispose of, to lend and to pledge any such securities, to enter into
repurchase agreements, reverse repurchase agreements, firm commitment agreements
and forward foreign currency exchange contracts, to purchase and sell options on
securities, securities indices, currency and other financial assets, futures
contracts and options on futures contracts of all descriptions and to engage in
all types of hedging and risk-management transactions.
E-3
<PAGE>
(d) To exercise all rights, powers and privileges of ownership or interest
in all securities and repurchase agreements included in the Trust Property,
including the right to vote thereon and otherwise act with respect thereto and
to do all acts for the preservation, protection, improvement and enhancement in
value of all such securities and repurchase agreements.
(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any property, real or
personal, including cash or foreign currency, and any interest therein.
(f) To borrow money or other property in the name of the Trust exclusively
for Trust purposes and in this connection issue notes or other evidence of
indebtedness; to secure borrowings by mortgaging, pledging or otherwise
subjecting as security the Trust Property; and to endorse, guarantee, or
undertake the performance of any obligation or engagement of any other Person
and to lend Trust Property.
(g) To aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in the
Trust Property or in the affairs of which the Trustees have any direct or
indirect interest; to do all acts and things designed to protect, preserve,
improve or enhance the value of such obligation or interest; and to guarantee or
become surety on any or all of the contracts, stocks, bonds, notes, debentures
and other obligations of any such corporation, company, trust, association or
firm.
(h) To adopt By-laws not inconsistent with this Declaration providing for
the conduct of the business of the Trust and to amend and repeal them to the
extent such right is not reserved to the Shareholders.
(i) To elect and remove such officers and appoint and terminate such agents
as they deem appropriate.
(j) To employ as custodian of any assets of the Trust, subject to any
provisions herein or in the By-laws, one or more banks, trust companies or
companies that are members of a national securities exchange, or other entities
permitted by the Commission to serve as such.
(k) To retain one or more transfer agents and shareholder servicing agents,
or both.
(l) To provide for the distribution of Shares either through a Principal
Underwriter as provided herein or by the Trust itself, or both, or pursuant to a
distribution plan of any kind.
(m) To set record dates in the manner provided for herein or in the
By-laws.
(n) To delegate such authority as they consider desirable to any officers
of the Trust and to any agent, independent contractor, manager, investment
adviser, custodian or underwriter.
E-4
<PAGE>
(o) To hold any security or other property (i) in a form not indicating any
trust, whether in bearer, book entry, unregistered or other negotiable form, or
(ii) either in the Trust's or Trustees' own name or in the name of a custodian
or a nominee or nominees, subject to safeguards according to the usual practice
of business trusts or investment companies.
(p) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes, and with
separate Shares representing beneficial interests in such Series, and to
establish separate Classes, all in accordance with the provisions of Article V.
(q) To the full extent permitted by Section 3804 of the Delaware Act, to
allocate assets, liabilities and expenses of the Trust to a particular Series
and assets, liabilities and expenses to a particular Class or to apportion the
same between or among two or more Series or Classes, provided that any
liabilities or expenses incurred by a particular Series or Class shall be
payable solely out of the assets belonging to that Series or Class as provided
for in Article V, Section 4.
(r) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern whose securities are held
by the Trust; to consent to any contract, lease, mortgage, purchase, or sale of
property by such corporation or concern; and to pay calls or subscriptions with
respect to any security held in the Trust.
(s) To compromise, arbitrate, or otherwise adjust claims in favor of or
against the Trust or any matter in controversy including, but not limited to,
claims for taxes.
(t) To make distributions of income, capital gains, returns of capital (if
any) and redemption proceeds to Shareholders in the manner hereinafter provided
for.
(u) To establish committees for such purposes, with such membership, and
with such responsibilities as the Trustees may consider proper, including a
committee consisting of fewer than all of the Trustees then in office, which may
act for and bind the Trustees and the Trust with respect to the institution,
prosecution, dismissal, settlement, review or investigation of any legal action,
suit or proceeding, pending or threatened.
(v) To issue, sell, repurchase, redeem, cancel, retire, acquire, hold,
resell, reissue, dispose of and otherwise deal in Shares; to establish terms and
conditions regarding the issuance, sale, repurchase, redemption, cancellation,
retirement, acquisition, holding, resale, reissuance, disposition of or dealing
in Shares; and, subject to Articles V and VI, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any funds or
property of the Trust or of the particular Series with respect to which such
Shares are issued.
(w) To invest part or all of the Trust Property (or part or all of the
assets of any Series), or to dispose of part or all of the Trust Property (or
part or all of the assets of any Series) and invest the proceeds of such
disposition, in securities issued by one or more other investment companies
registered under the 1940 Act all without any requirement of approval by
Shareholders. Any such other investment company may (but
E-5
<PAGE>
need not) be a trust (formed under the laws of the State of New York or of any
other state) which is classified as a partnership for federal income tax
purposes.
(x) To carry on any other business in connection with or incidental to any
of the foregoing powers, to do everything necessary or desirable to accomplish
any purpose or to further any of the foregoing powers, and to take every other
action incidental to the foregoing business or purposes, objects or powers.
(y) To sell or exchange any or all of the assets of the Trust, subject to
Article IX, Section 4.
(z) To enter into joint ventures, partnerships and other combinations and
associations.
(aa) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such Committee, depositary or trustee as the Trustees shall deem
proper;
(bb) To purchase and pay for entirely out of Trust Property such insurance
as the Trustees may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust or payment of distributions and principal on its portfolio
investments, and, subject to applicable law and any restrictions set forth in
the By-laws, insurance policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers, Principal Underwriters, or independent
contractors of the Trust, individually, against all claims and liabilities of
every nature arising by reason of holding Shares, holding, being or having held
any such office or position, or by reason of any action alleged to have been
taken or omitted by any such Person as Trustee, officer, employee, agent,
investment adviser, Principal Underwriter, or independent contractor, including
any action taken or omitted that may be determined to constitute negligence,
whether or not the Trust would have the power to indemnify such Person against
liability;
(cc) To adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans and trusts, including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other benefits, for any or
all of the Trustees, officers, employees and agents of the Trust;
(dd) To enter into contracts of any kind and description;
(ee) To interpret the investment policies, practices or limitations of any
Series or Class; and
(ff) To guarantee indebtedness and contractual obligations of others.
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<PAGE>
The clauses above shall be construed as objects and powers, and the
enumeration of specific powers shall not limit in any way the general powers of
the Trustees. Any action by one or more of the Trustees in their capacity as
such hereunder shall be deemed an action on behalf of the Trust or the
applicable Series, and not an action in an individual capacity. No one dealing
with the Trustees shall be under any obligation to make any inquiry concerning
the authority of the Trustees, or to see to the application of any payments made
or property transferred to the Trustees or upon their order. In construing this
Declaration, the presumption shall be in favor of a grant of power to the
Trustees.
Section 3. Certain Transactions. Except as prohibited by applicable law,
the Trustees may, on behalf of the Trust, buy any securities from or sell any
securities to, or lend any assets of the Trust to, any Trustee or officer of the
Trust or any firm of which any such Trustee or officer is a member acting as
principal, or have any such dealings with any investment adviser, administrator,
distributor or transfer agent for the Trust or with any Interested Person of
such person. The Trust may employ any such person or entity in which such person
is an Interested Person, as broker, legal counsel, registrar, investment
adviser, administrator, distributor, transfer agent, dividend disbursing agent,
custodian or in any other capacity upon customary terms.
Section 4. Initial Trustees; Election and Number of Trustees. The initial
Trustees shall be the persons initially signing this Declaration. The number of
Trustees (other than the initial Trustees) shall be fixed from time to time by a
majority of the Trustees; provided, that there shall be at least one (1) Trustee
and no more than fifteen (15) Trustees. The Shareholders shall elect the
Trustees (other than the initial Trustees) on such dates as the Trustees may fix
from time to time.
Section 5. Term of Office of Trustees. Each Trustee shall hold office for
life or until his successor is elected or the Trust terminates; except that (a)
any Trustee may resign by delivering to the other Trustees or to any Trust
officer a written resignation effective upon such delivery or a later date
specified therein; (b) any Trustee may be removed with or without cause at any
time by a written instrument signed by at least a majority of the then Trustees,
specifying the effective date of removal; (c) any Trustee who requests to be
retired, or who is declared bankrupt, or has become physically or mentally
incapacitated, or is otherwise unable to serve, may be retired by a written
instrument signed by a majority of the other Trustees, specifying the effective
date of retirement; and (d) any Trustee may be removed at any meeting of the
Shareholders by a vote of at least two-thirds of the Outstanding Shares.
Section 6. Vacancies; Appointment of Trustees. Whenever a vacancy shall
exist in the Board of Trustees, regardless of the reason for such vacancy, the
remaining Trustees shall appoint any person as they determine in their sole
discretion to fill that vacancy, consistent with the limitations under the 1940
Act. Such appointment shall be made by a written instrument signed by a majority
of the Trustees or by a resolution of the Trustees, duly adopted and recorded in
the records of the Trust, specifying the effective date of the appointment. The
Trustees may appoint a new Trustee as provided above in anticipation of a
vacancy expected to occur because of the retirement,
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resignation or removal of a Trustee, or an increase in number of Trustees,
provided that such appointment shall become effective only at or after the
expected vacancy occurs. As soon as any such Trustee has accepted his
appointment in writing, the trust estate shall vest in the new Trustee, together
with the continuing Trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. The Trustees' power of appointment is
subject to Section 16(a) of the 1940 Act. Whenever a vacancy in the number of
Trustees shall occur, until such vacancy is filled as provided in this Article
II, the Trustees in office, regardless of their number, shall have all the
powers granted to the Trustees and shall discharge all the duties imposed upon
the Trustees by the Declaration. The death, declination to serve, resignation,
retirement, removal or incapacity of one or more Trustees, or all of them, shall
not operate to annul the Trust or to revoke any existing agency created pursuant
to the terms of this Declaration of Trust.
Section 7. Temporary Vacancy or Absence. Whenever a vacancy in the Board of
Trustees shall occur, until such vacancy is filled, or while any Trustee is
absent from his domicile (unless that Trustee has made arrangements to be
informed about, and to participate in, the affairs of the Trust during such
absence), or is physically or mentally incapacitated, the remaining Trustees
shall have all the powers hereunder and their certificate as to such vacancy,
absence, or incapacity shall be conclusive. Any Trustee may, by power of
attorney, delegate his powers as Trustee for a period not exceeding six (6)
months at any one time to any other Trustee or Trustees.
Section 8. Chairman. The Trustees shall appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside at all meetings of
the Trustees, shall be responsible for the execution of policies established by
the Trustees and the administration of the Trust, and may be the chief
executive, financial and/or accounting officer of the Trust.
Section 9. Action by the Trustees. The Trustees shall act by majority vote
at a meeting duly called at which a quorum is present, including a meeting held
by conference telephone, teleconference or other electronic media or
communication equipment by means of which all persons participating in the
meeting can communicate with each other; or by written consent of a majority of
Trustees (or such greater number as may be required by applicable law) without a
meeting. A majority of the Trustees shall constitute a quorum at any meeting.
Meetings of the Trustees may be called orally or in writing by the Chairman, the
President or by any one of the Trustees. Notice of the time, date and place of
all Trustees' meetings shall be given to each Trustee as set forth in the
By-laws; provided, however, that no notice is required if the Trustees provide
for regular or stated meetings. Notice need not be given to any Trustee who
attends the meeting without objecting to the lack of notice or who signs a
waiver of notice either before or after the meeting. The Trustees by majority
vote may delegate to any Trustee or Trustees or committee authority to approve
particular matters or take particular actions on behalf of the Trust. Any
written consent or waiver may be provided and delivered to the Trust by
facsimile or other similar electronic mechanism.
Section 10. Ownership of Trust Property. The Trust Property of the Trust
and of each Series shall be held separate and apart from any assets now or
hereafter held in any
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capacity other than as Trustee hereunder by the Trustees or any successor
Trustees. Legal title in and beneficial ownership of all of the assets of the
Trust shall at all times be considered as vested in the Trust, except that the
Trustees may cause legal title in and beneficial ownership of any Trust Property
to be held by, or in the name of one or more of the Trustees acting for and on
behalf of the Trust, or in the name of any person as nominee acting for and on
behalf of the Trust. No Shareholder shall be deemed to have a severable
ownership in any individual asset of the Trust or of any Series or any right of
partition or possession thereof, but each Shareholder shall have, as provided in
Article V, a proportionate undivided beneficial interest in the Trust or Series
or Class thereof represented by Shares. The Shares shall be personal property
giving only the rights specifically set forth in this Trust Instrument. The
Trust, at the determination of the Trustees, one or more of the Trustees, or a
nominee acting for and on behalf of the Trust, shall be deemed to hold legal
title and beneficial ownership of any income earned on securities of the Trust
issued by any business entities formed, organized, or existing under the laws of
any jurisdiction, including the laws of any foreign country. Upon the
resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee,
he shall execute and deliver such documents as the remaining Trustees shall
require for the purpose of conveying to the Trust or the remaining Trustees any
Trust Property held in the name of the resigning or removed Trustee. Upon the
incapacity or death of any Trustee, his legal representative shall execute and
deliver on his behalf such documents as the remaining Trustees shall require as
provided in the preceding sentence.
Section 11. Effect of Trustees Not Serving. The death, resignation,
retirement, removal, incapacity, inability or refusal to serve of the Trustees,
or any one of them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of this Declaration.
Section 12. Trustees, etc. as Shareholders. Subject to any restrictions in
the By-laws, any Trustee, officer, agent or independent contractor of the Trust
may acquire, own and dispose of Shares to the same extent as any other
Shareholder; the Trustees may issue and sell Shares to and buy Shares from any
such person or any firm or company in which such person is interested, subject
only to any general limitations herein.
Section 13. Series Trustees. In connection with the establishment of one or
more Series or Classes, the Trustees establishing such Series or Class may
appoint, to the extent permitted by the Delaware Act, separate Trustees with
respect to such Series or Classes (the "Series Trustees"). Series Trustees may,
but are not required to, serve as Trustees of the Trust or any other Series or
Class of the Trust. The Trustees shall have, to the exclusion of any other
Trustee of the Trust, all the powers and authorities of Trustees hereunder with
respect to such Series or Class, but shall have no power or authority with
respect to any other Series or Class. Any provision of this Declaration relating
to election of Trustees by Shareholders only shall entitle the Shareholders of a
Series or Class for which Series Trustees have been appointed to vote with
respect to the election of such Series Trustees and the Shareholders of any
other Series or Class shall not be entitled to participate in such vote. In the
event that Series Trustees are appointed, the Trustees initially appointing such
Series Trustees shall, without the approval of any
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Outstanding Shares, amend either the Declaration or the By-laws to provide for
the respective responsibilities of the Trustees and the Series Trustees in
circumstances where an action of the Trustees or Series Trustees affects all
Series of the Trust or two or more Series represented by different Trustees.
ARTICLE III
CONTRACTS WITH SERVICE PROVIDERS
Section 1. Underwriting Contract. The Trustees may in their discretion from
time to time enter into an exclusive or non-exclusive distribution contract or
contracts providing for the sale of the Shares whereby the Trustees may either
agree to sell the Shares to the other party to the contract or appoint such
other party as their sales agent for the Shares, and in either case on such
terms and conditions, if any, as may be prescribed in the By-laws, and such
further terms and conditions as the Trustees may in their discretion determine
not inconsistent with the provisions of this Article III or of the By-laws; and
such contract may also provide for the repurchase of the Shares by such other
party as agent of the Trustees.
Section 2. Advisory or Management Contract. The Trustees may in their
discretion from time to time enter into one or more investment advisory or
management contracts or, if the Trustees establish multiple Series, separate
investment advisory or management contracts with respect to one or more Series
whereby the other party or parties to any such contracts shall undertake to
furnish the Trust or such Series management, investment advisory,
administration, accounting, legal, statistical and research facilities and
services, promotional or marketing activities, and such other facilities and
services, if any, as the Trustees shall from time to time consider desirable and
all upon such terms and conditions as the Trustees may in their discretion
determine. Notwithstanding any provisions of the Declaration, the Trustees may
authorize the Investment Advisers or persons to whom the Investment Adviser
delegates certain or all of their duties, or any of them, under any such
contracts (subject to such general or specific instructions as the Trustees may
from time to time adopt) to effect purchases, sales, loans or exchanges of
portfolio securities and other investments of the Trust on behalf of the
Trustees or may authorize any officer, employee or Trustee to effect such
purchases, sales, loans or exchanges pursuant to recommendations of such
Investment Advisers, or any of them (and all without further action by the
Trustees). Any such purchases, sales, loans and exchanges shall be deemed to
have been authorized by all of the Trustees.
Section 3. Administration Agreement. The Trustees may in their discretion
from time to time enter into an administration agreement or, if the Trustees
establish multiple Series or Classes, separate administration agreements with
respect to each Series or Class, whereby the other party to such agreement shall
undertake to manage the business affairs of the Trust or of a Series or Class
thereof of the Trust and furnish the Trust or a Series or a Class thereof with
office facilities, and shall be responsible for the ordinary clerical,
bookkeeping and recordkeeping services at such office facilities, and
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other facilities and services, if any, and all upon such terms and conditions as
the Trustees may in their discretion determine.
Section 4. Service Agreement. The Trustees may in their discretion from
time to time enter into service agreements with respect to one or more Series or
Classes of Shares whereby the other parties to such Service Agreements will
provide administration and/or support services pursuant to administration plans
and service plans, and all upon such terms and conditions as the Trustees in
their discretion may determine.
Section 5. Transfer Agent. The Trustees may in their discretion from time
to time enter into a transfer agency and shareholder service contract whereby
the other party to such contract shall undertake to furnish transfer agency and
shareholder services to the Trust. The contract shall have such terms and
conditions as the Trustees may in their discretion determine not inconsistent
with the Declaration. Such services may be provided by one or more Persons.
Section 6. Custodian. The Trustees may appoint or otherwise engage one or
more banks or trust companies, each having an aggregate capital, surplus and
undivided profits (as shown in its last published report) of at least two
million dollars ($2,000,000), or any other entity satisfying the requirements of
the 1940 Act, to serve as Custodian with authority as its agent, but subject to
such restrictions, limitations and other requirements, if any, as may be
contained in the By-laws of the Trust. The Trustees may also authorize the
Custodian to employ one or more sub-custodians, including such foreign banks and
securities depositories as meet the requirements of applicable provisions of the
1940 Act, and upon such terms and conditions as may be agreed upon between the
Custodian and such sub-custodian, to hold securities and other assets of the
Trust and to perform the acts and services of the Custodian, subject to
applicable provisions of law and resolutions adopted by the Trustees.
Section 7. Affiliations of Trustees or Officers, Etc. The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust or any
Series thereof is a shareholder, director, officer, partner, trustee,
employee, manager, adviser or distributor of or for any partnership,
corporation, trust, association or other organization or of or for any
parent or affiliate of any organization, with which a contract of the
character described in this Article III or for services as Custodian,
Transfer Agent or disbursing agent or for related services may have been or
may hereafter be made, or that any such organization, or any parent or
affiliate thereof, is a Shareholder of or has an interest in the Trust, or
that
(ii) any partnership, corporation, trust, association or other
organization with which a contract of the character described in Sections
1, 2, 3 or 4 of this Article III or for services as Custodian, Transfer
Agent or disbursing agent or for related services may have been or may
hereafter be made also has any one or more of such contracts with one or
more other partnerships, corporations, trusts, associations or other
organizations, or has other business or interests, shall not affect the
validity of any such contract or disqualify any Shareholder, Trustee or
officer of the
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Trust from voting upon or executing the same or create any liability or
accountability to the Trust or its Shareholders.
ARTICLE IV
COMPENSATION, LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust, and they may fix the amount of such
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, legal, accounting, investment banking or other
services and payment for the same by the Trust.
Section 2. Limitation of Liability. All persons contracting with or having
any claim against the Trust or a particular Series shall look only to the assets
of all Series or such particular Series for payment under such contract or
claim; and neither the Trustees nor, when acting in such capacity, any of the
Trust's officers, employees or agents, whether past, present or future, shall be
personally liable therefor. Every written instrument or obligation on behalf of
the Trust or any Series shall contain a statement to the foregoing effect, but
the absence of such statement shall not operate to make any Trustee or officer
of the Trust liable thereunder. Provided they have exercised reasonable care and
have acted under the reasonable belief that their actions are in the best
interest of the Trust, the Trustees and officers of the Trust shall not be
responsible or liable for any act or omission or for neglect or wrongdoing of
them or any officer, agent, employee, investment adviser or independent
contractor of the Trust, but nothing contained in this Declaration or in the
Delaware Act shall protect any Trustee or officer of the Trust against liability
to the Trust or to Shareholders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
Section 3. Indemnification. (a) Subject to the exceptions and limitations
contained in subsection (b) below:
(i) every person who is, or has been, a Trustee or an officer,
employee or agent of the Trust (including any individual who serves at its
request as director, officer, partner, trustee or the like of another
organization in which it has any interest as a shareholder, creditor or
otherwise) ("Covered Person") shall be indemnified by the Trust or the
appropriate Series to the fullest extent permitted by law against liability
and against all expenses reasonably incurred or paid by him in connection
with any claim, action, suit or proceeding in which he becomes involved as
a party or otherwise by virtue of his being or having been a Covered Person
and against amounts paid or incurred by him in the settlement thereof; and
(ii) as used herein, the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or proceedings
(civil, criminal or other, including appeals), actual or threatened, and
the words "liability" and "expenses"
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shall include, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office,
or (B) not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office; (A) by the court or other
body approving the settlement; (B) by at least a majority of those Trustees
who are neither Interested Persons of the Trust nor are parties to the
matter based upon a review of readily available facts (as opposed to a full
trial-type inquiry); (C) by written opinion of independent legal counsel
based upon a review of readily available facts (as opposed to a full
trial-type inquiry) or (D) by a vote of a majority of the Outstanding
Shares entitled to vote (excluding any Outstanding Shares owned of record
or beneficially by such individual).
(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not be exclusive of
or affect any other rights to which any Covered Person may now or hereafter be
entitled, and shall inure to the benefit of the heirs, executors and
administrators of a Covered Person.
(d) To the maximum extent permitted by applicable law, expenses in
connection with the preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in subsection (a) of this
Section may be paid by the Trust or applicable Series from time to time prior to
final disposition thereof upon receipt of an undertaking by or on behalf of such
Covered Person that such amount will be paid over by him to the Trust or
applicable Series if it is ultimately determined that he is not entitled to
indemnification under this Section; provided, however, that either (i) such
Covered Person shall have provided appropriate security for such undertaking,
(ii) the Trust is insured against losses arising out of any such advance
payments or (iii) either a majority of the Trustees who are neither Interested
Persons of the Trust nor parties to the matter, or independent legal counsel in
a written opinion, shall have determined, based upon a review of readily
available facts (as opposed to a full trial-type inquiry) that there is reason
to believe that such Covered Person will not be disqualified from
indemnification under this Section.
(e) Any repeal or modification of this Article IV by the Shareholders, or
adoption or modification of any other provision of the Declaration or By-laws
inconsistent with this Article, shall be prospective only, to the extent that
such repeal, or modification would, if applied retrospectively, adversely affect
any limitation on the liability of any Covered Person or indemnification
available to any Covered Person with respect to any act or omission which
occurred prior to such repeal, modification or adoption.
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Section 3. Indemnification of Shareholders. If any Shareholder or former
Shareholder of any Series shall be held personally liable solely by reason of
his being or having been a Shareholder and not because of his acts or omissions
or for some other reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives or in the case of any
entity, its general successor) shall be entitled out of the assets belonging to
the applicable Series to be held harmless from and indemnified against all loss
and expense arising from such liability. The Trust, on behalf of the affected
Series, shall, upon request by such Shareholder, assume the defense of any claim
made against such Shareholder for any act or obligation of the Series and
satisfy any judgment thereon from the assets of the Series.
Section 4. No Bond Required of Trustees. No Trustee shall be obligated to
give any bond or other security for the performance of any of his duties
hereunder.
Section 5. No Duty of Investigation; Notice in Trust Instruments, Etc. No
purchaser, lender, transfer agent or other Person dealing with the Trustees or
any officer, employee or agent of the Trust or a Series thereof shall be bound
to make any inquiry concerning the validity of any transaction purporting to be
made by the Trustees or by said officer, employee or agent or be liable for the
application of money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every obligation,
contract, instrument, certificate, Share, other security of the Trust or a
Series thereof or undertaking, and every other act or thing whatsoever executed
in connection with the Trust shall be conclusively presumed to have been
executed or done by the executors thereof only in their capacity as Trustees
under this Declaration or in their capacity as officers, employees or agents of
the Trust or a Series thereof. Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or a Series thereof or
undertaking made or issued by the Trustees may recite that the same is executed
or made by them not individually, but as Trustees under the Declaration, and
that the obligations of the Trust or a Series thereof under any such instrument
are not binding upon any of the Trustees or Shareholders individually, but bind
only the Trust Property or the Trust Property of the applicable Series, and may
contain any further recital which they may deem appropriate, but the omission of
such recital shall not operate to bind the Trustees individually. The Trustees
shall at all times maintain insurance for the protection of the Trust Property
or the Trust Property of the applicable Series, its Shareholders, Trustees,
officers, employees and agents in such amount as the Trustees shall deem
adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.
Section 6. Reliance on Experts, Etc. Each Trustee, officer or employee of
the Trust or a Series thereof shall, in the performance of his duties, powers
and discretions hereunder be fully and completely justified and protected with
regard to any act or any failure to act resulting from reliance in good faith
upon the books of account or other records of the Trust or a Series thereof,
upon an opinion of counsel, or upon reports made to the Trust or a Series
thereof by any of its officers or employees or by the Investment Adviser, the
Administrator, the Distributor, Transfer Agent, selected dealers, accountants,
appraisers or other experts or consultants selected with reasonable care by
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the Trustees, officers or employees of the Trust, regardless of whether such
counsel or expert may also be a Trustee.
ARTICLE V
SERIES; CLASSES; SHARES
Section 1. Establishment of Series or Class. The Trust shall consist of one
or more Series. Without limiting the authority of the Trustees to establish and
designate any further Series, the Trustees hereby affirm that the Trust consists
of the following existing three Series: Pioneer Cash Reserves Fund, Pioneer U.S.
Government Money Fund and Pioneer Tax-Free Money Fund. Each additional Series
shall be established and is effective upon the adoption of a resolution of a
majority of the Trustees or any alternative date specified in such resolution.
The Trustees may designate the relative rights and preferences of the Shares of
each Series. The Trustees may divide the Shares of any Series into Classes. The
Shares of the existing Series and any Shares of any further Series and Classes
that may from time to time be established and designated by the Trustees shall
be established and designated, and the variations in the relative rights and
preferences as between the different Series shall be fixed and determined, by
the Trustees; provided, that all Shares shall be identical except for such
variations as shall be fixed and determined between different Series or Classes
by the Trustees in establishing and designating such Class or Series. All
references to Shares in this Declaration shall be deemed to be Shares of any or
all Series or Classes as the context may require. The Trust shall maintain
separate and distinct records for each Series and hold and account for the
assets thereof separately from the other assets of the Trust or of any other
Series. A Series may issue any number of Shares or any Class thereof and need
not issue Shares. Each Share of a Series shall represent an equal beneficial
interest in the net assets of such Series. Each holder of Shares of a Series or
a Class thereof shall be entitled to receive his pro rata share of all
distributions made with respect to such Series or Class. Upon redemption of his
Shares, such Shareholder shall be paid solely out of the funds and property of
such Series. The Trustees may adopt and change the name of any Series or Class.
Section 2. Shares. The beneficial interest in the Trust shall be divided
into transferable Shares of one or more separate and distinct Series or Classes
established by the Trustees. The number of Shares of each Series and Class is
unlimited and each Share shall have no par value per Share or such other amount
as the Trustees may establish. All Shares issued hereunder shall be fully paid
and nonassessable. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust. The
Trustees shall have full power and authority, in their sole discretion and
without obtaining Shareholder approval, to issue original or additional Shares
at such times and on such terms and conditions as they deem appropriate; to
issue fractional Shares and Shares held in the treasury; to establish and to
change in any manner Shares of any Series or Classes with such preferences,
terms of conversion, voting powers, rights and privileges as the Trustees may
determine (but the Trustees may not change Outstanding Shares in a manner
materially adverse to the Shareholders
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of such Shares); to divide or combine the Shares of any Series or Classes into a
greater or lesser number; to classify or reclassify any unissued Shares of any
Series or Classes into one or more Series or Classes of Shares; to abolish any
one or more Series or Classes of Shares; to issue Shares to acquire other assets
(including assets subject to, and in connection with, the assumption of
liabilities) and businesses; and to take such other action with respect to the
Shares as the Trustees may deem desirable. Shares held in the treasury shall not
confer any voting rights on the Trustees and shall not be entitled to any
dividends or other distributions declared with respect to the Shares.
Section 3. Investment in the Trust. The Trustees shall accept investments
in any Series or Class from such persons and on such terms as they may from time
to time authorize. At the Trustees' discretion, such investments, subject to
applicable law, may be in the form of cash or securities in which that Series is
authorized to invest, valued as provided in Article VI, Section 3. Investments
in a Series shall be credited to each Shareholder's account in the form of full
Shares at the Net Asset Value per Share next determined after the investment is
received or accepted as may be determined by the Trustees; provided, however,
that the Trustees may, in their sole discretion, (a) impose a sales charge upon
investments in any Series or Class, (b) issue fractional Shares, (c) determine
the Net Asset Value per Share of the initial capital contribution or (d)
authorize the issuance of Shares at a price other than Net Asset Value to the
extent permitted by the 1940 Act or any rule, order or interpretation of the
Commission thereunder. The Trustees shall have the right to refuse to accept
investments in any Series at any time without any cause or reason therefor
whatsoever.
Section 4. Assets and Liabilities of Series. All consideration received by
the Trust for the issue or sale of Shares of a particular Series, together with
all assets in which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof (including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be), shall
be held and accounted for separately from the assets of every other Series and
are referred to as "assets belonging to" that Series. The assets belonging to a
Series shall belong only to that Series for all purposes, and to no other
Series, subject only to the rights of creditors of that Series. Any assets,
income, earnings, profits, and proceeds thereof, funds, or payments which are
not readily identifiable as belonging to any particular Series shall be
allocated by the Trustees between and among one or more Series as the Trustees
deem fair and equitable. Each such allocation shall be conclusive and binding
upon the Shareholders of all Series for all purposes, and such assets, earnings,
income, profits or funds, or payments and proceeds thereof shall be referred to
as assets belonging to that Series. The assets belonging to a Series shall be so
recorded upon the books of the Trust, and shall be held by the Trustees in trust
for the benefit of the Shareholders of that Series. The assets belonging to a
Series shall be charged with the liabilities of that Series and all expenses,
costs, charges and reserves attributable to that Series, except that liabilities
and expenses allocated solely to a particular Class shall be borne by that
Class. Any general liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any particular Series
or Class shall be allocated and charged
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by the Trustees between or among any one or more of the Series or Classes in
such manner as the Trustees deem fair and equitable. Each such allocation shall
be conclusive and binding upon the Shareholders of all Series or Classes for all
purposes.
Without limiting the foregoing, but subject to the right of the Trustees to
allocate general liabilities, expenses, costs, charges or reserves as herein
provided, the debts, liabilities, obligations and expenses incurred, contracted
for or otherwise existing with respect to a particular Series shall be
enforceable against the assets of such Series only, and not against the assets
of any other Series. Notice of this contractual limitation on liabilities among
Series may, in the Trustees' discretion, be set forth in the certificate of
trust of the Trust (whether originally or by amendment) as filed or to be filed
in the Office of the Secretary of State of the State of Delaware pursuant to the
Delaware Act, and upon the giving of such notice in the certificate of trust,
the statutory provisions of Section 3804 of the Delaware Act relating to
limitations on liabilities among Series (and the statutory effect under Section
3804 of setting forth such notice in the certificate of trust) shall become
applicable to the Trust and each Series. Any person extending credit to,
contracting with or having any claim against any Series may look only to the
assets of that Series to satisfy or enforce any debt, with respect to that
Series. No Shareholder or former Shareholder of any Series shall have a claim on
or any right to any assets allocated or belonging to any other Series.
Section 5. Ownership and Transfer of Shares. The Trust or a transfer or
similar agent for the Trust shall maintain a register containing the names and
addresses of the Shareholders of each Series and Class thereof, the number of
Shares of each Series and Class held by such Shareholders, and a record of all
Share transfers. The register shall be conclusive as to the identity of
Shareholders of record and the number of Shares held by them from time to time.
The Trustees may authorize the issuance of certificates representing Shares and
adopt rules governing their use. The Trustees may make rules governing the
transfer of Shares, whether or not represented by certificates. Except as
otherwise provided by the Trustees, Shares shall be transferable on the books of
the Trust only by the record holder thereof or by his duly authorized agent upon
delivery to the Trustees or the Trust's transfer agent of a duly executed
instrument of transfer, together with a Share certificate if one is outstanding,
and such evidence of the genuineness of each such execution and authorization
and of such other matters as may be required by the Trustees. Upon such
delivery, and subject to any further requirements specified by the Trustees or
contained in the By-laws, the transfer shall be recorded on the books of the
Trust. Until a transfer is so recorded, the Shareholder of record of Shares
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor the Trust, nor any transfer agent or registrar or any
officer, employee or agent of the Trust, shall be affected by any notice of a
proposed transfer.
Section 6. Status of Shares; Limitation of Shareholder Liability. Shares
shall be deemed to be personal property giving Shareholders only the rights
provided in this Declaration. Every Shareholder, by virtue of having acquired a
Share, shall be held expressly to have assented to and agreed to be bound by the
terms of this Declaration and to have become a party hereto. No Shareholder
shall be personally liable for the
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debts, liabilities, obligations and expenses incurred by, contracted for, or
otherwise existing with respect to, the Trust or any Series. The death,
incapacity, dissolution, termination or bankruptcy of a Shareholder during the
existence of the Trust shall not operate to terminate the Trust, nor entitle the
representative of any such Shareholder to an accounting or to take any action in
court or elsewhere against the Trust or the Trustees, but entitles such
representative only to the rights of such Shareholder under this Trust.
Ownership of Shares shall not entitle the Shareholder to any title in or to the
whole or any part of the Trust Property or right to call for a partition or
division of the same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders as partners. Neither the Trust nor the Trustees
shall have any power to bind any Shareholder personally or to demand payment
from any Shareholder for anything, other than as agreed by the Shareholder.
Shareholders shall have the same limitation of personal liability as is extended
to shareholders of a private corporation for profit incorporated in the State of
Delaware. Every written obligation of the Trust or any Series shall contain a
statement to the effect that such obligation may only be enforced against the
assets of the appropriate Series or all Series; however, the omission of such
statement shall not operate to bind or create personal liability for any
Shareholder or Trustee.
ARTICLE VI
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions. The Trustees or a committee of one or more
Trustees and one or more officers may declare and pay dividends and other
distributions, including dividends on Shares of a particular Series and other
distributions from the assets belonging to that Series. No dividend or
distribution, including, without limitation, any distribution paid upon
termination of the Trust or of any Series or Class with respect to, nor any
redemption or repurchase of, the Shares of any Series or Class shall be effected
by the Trust other than from the assets held with respect to such Series, nor
shall any Shareholder of any particular Series otherwise have any right or claim
against the assets held with respect to any other Series except to the extent
that such Shareholder has such a right or claim hereunder as a Shareholder of
such other Series. The Trustees shall have full discretion to determine which
items shall be treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon the
Shareholders. The amount and payment of dividends or distributions and their
form, whether they are in cash, Shares or other Trust Property, shall be
determined by the Trustees. Dividends and other distributions may be paid
pursuant to a standing resolution adopted once or more often as the Trustees
determine. All dividends and other distributions on Shares of a particular
Series shall be distributed pro rata to the Shareholders of that Series in
proportion to the number of Shares of that Series they held on the record date
established for such payment, except that such dividends and distributions shall
appropriately reflect expenses allocated to a particular Class of such Series.
The Trustees may adopt and offer to Shareholders such dividend reinvestment
plans, cash dividend payout plans or similar plans as the Trustees deem
appropriate.
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Section 2. Redemptions. Each Shareholder of a Series shall have the right
at such times as may be permitted by the Trustees to require the Series to
redeem all or any part of his Shares at a redemption price per Share equal to
the Net Asset Value per Share at such time as the Trustees shall have prescribed
by resolution, or, to the extent permitted by the 1940 Act, at such other
redemption price and at such times as the Trustees shall prescribe by
resolution. In the absence of such resolution, the redemption price per Share
shall be the Net Asset Value next determined after receipt by the Series of a
request for redemption in proper form less such charges as are determined by the
Trustees and described in the Trust's Registration Statement for that Series
under the Securities Act of 1933. The Trustees may specify conditions, prices,
and places of redemption, may specify binding requirements for the proper form
or forms of requests for redemption and may specify the amount of any deferred
sales charge to be withheld from redemption proceeds. Payment of the redemption
price may be wholly or partly in securities or other assets at the value of such
securities or assets used in such determination of Net Asset Value, or may be in
cash. Upon redemption, Shares may be reissued from time to time. The Trustees
may require Shareholders to redeem Shares for any reason under terms set by the
Trustees, including, but not limited to, the failure of a Shareholder to supply
a taxpayer identification number if required to do so, or to have the minimum
investment required, or to pay when due for the purchase of Shares issued to
him. To the extent permitted by law, the Trustees may retain the proceeds of any
redemption of Shares required by them for payment of amounts due and owing by a
Shareholder to the Trust or any Series or Class or any governmental authority.
Notwithstanding the foregoing, the Trustees may postpone payment of the
redemption price and may suspend the right of the Shareholders to require any
Series or Class to redeem Shares during any period of time when and to the
extent permissible under the 1940 Act.
Section 3. Determination of Net Asset Value. The Trustees shall cause the
Net Asset Value of Shares of each Series or Class to be determined from time to
time in a manner consistent with applicable laws and regulations. The Trustees
may delegate the power and duty to determine Net Asset Value per Share to one or
more Trustees or officers of the Trust or to a custodian, depository or other
agent appointed for such purpose. The Net Asset Value of Shares shall be
determined separately for each Series or Class at such times as may be
prescribed by the Trustees or, in the absence of action by the Trustees, as of
the close of regular trading on the New York Stock Exchange on each day for all
or part of which such Exchange is open for unrestricted trading.
Section 4. Suspension of Right of Redemption. If, as referred to in Section
2 of this Article, the Trustees postpone payment of the redemption price and
suspend the right of Shareholders to redeem their Shares, such suspension shall
take effect at the time the Trustees shall specify, but not later than the close
of business on the business day next following the declaration of suspension.
Thereafter Shareholders shall have no right of redemption or payment until the
Trustees declare the end of the suspension. If the right of redemption is
suspended, a Shareholder may either withdraw his request for redemption or
receive payment based on the Net Asset Value per Share next determined after the
suspension terminates.
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Section 5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the Net
Asset Value per Share determined as of the time when the purchase or contract of
purchase is made or the Net Asset Value as of any time which may be later
determined, provided payment is not made for the Shares prior to the time as of
which such Net Asset Value is determined.
ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have power to vote only
with respect to (a) the election of Trustees as provided in Section 2 of this
Article; (b) the removal of Trustees as provided in Article II, Section 5(d);
(c) any investment advisory or management contract as provided in Article VIII,
Section 1; (d) any termination of the Trust as provided in Article IX, Section
4; (e) the amendment of this Declaration to the extent and as provided in
Article IX, Section 8; and (f) such additional matters relating to the Trust as
may be required or authorized by law, this Declaration, or the By-laws or any
registration of the Trust with the Commission or any State, or as the Trustees
may consider desirable.
On any matter submitted to a vote of the Shareholders, all Shares shall be
voted by individual Series or Class, except (a) when required by the 1940 Act,
Shares shall be voted in the aggregate and not by individual Series or Class,
and (b) when the Trustees have determined that the matter affects the interests
of more than one Series or Class, then the Shareholders of all such Series or
Classes shall be entitled to vote thereon. Each whole Share shall be entitled to
one vote as to any matter on which it is entitled to vote, and each fractional
share shall be entitled to a proportionate fractional vote. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person or
by proxy or in any manner provided for in the By-laws. The By-laws may provide
that proxies may be given by any electronic or telecommunications device or in
any other manner, but if a proposal by anyone other than the officers or
Trustees is submitted to a vote of the Shareholders of any Series or Class, or
if there is a proxy contest or proxy solicitation or proposal in opposition to
any proposal by the officers or Trustees, Shares may be voted only in person or
by written proxy. Until Shares of a Series are issued, as to that Series the
Trustees may exercise all rights of Shareholders and may take any action
required or permitted to be taken by Shareholders by law, this Declaration or
the By-laws. Meetings of Shareholders shall be called and notice thereof and
record dates therefor shall be given and set as provided in the By-laws.
Section 2. Quorum; Required Vote. One-third of the Outstanding Shares of
each Series or Class, or one-third of the Outstanding Shares of the Trust,
entitled to vote in person or by proxy shall be a quorum for the transaction of
business at a Shareholders' meeting with respect to such Series or Class, or
with respect to the entire Trust, respectively. Any lesser number shall be
sufficient for adjournments. Any adjourned session of a Shareholders' meeting
may be held within a reasonable time without further
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notice. Except when a larger vote is required by law, this Declaration or the
By-laws, a majority of the Shares voting at a Shareholders' meeting in person or
by proxy shall decide any matters to be voted upon with respect to the entire
Trust and a plurality of such Shares shall elect a Trustee; provided, that if
this Declaration or applicable law permits or requires that Shares be voted on
any matter by individual Series or Classes, then a majority of the Shares of
that Series or Class (or, if required by law, a majority of the Shares
outstanding and entitled to vote of that Series or Class) voting at a
Shareholders' meeting in person or by proxy on the matter shall decide that
matter insofar as that Series or Class is concerned. Shareholders may act as to
the Trust or any Series or Class by the written consent of a majority (or such
other amount as may be required by applicable law) of the Outstanding Shares of
the Trust or of such Series or Class, as the case may be.
Section 3. Additional Provisions. The By-laws may include further
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VIII
EXPENSES OF THE TRUST AND SERIES
Section 1. Payment of Expenses by the Trust. Subject to Article V, Section
4, the Trust or a particular Series shall pay, or shall reimburse the Trustees
from the assets belonging to all Series or the particular Series, for their
expenses (or the expenses of a Class of such Series) and disbursements,
including, but not limited to, interest charges, taxes, brokerage fees and
commissions; expenses of issue, repurchase and redemption of Shares; certain
insurance premiums; applicable fees, interest charges and expenses of third
parties, including the Trust's investment advisers, managers, administrators,
distributors, custodians, transfer agents and fund accountants; fees of pricing,
interest, dividend, credit and other reporting services; costs of membership in
trade associations; telecommunications expenses; funds transmission expenses;
auditing, legal and compliance expenses; costs of forming the Trust and its
Series and maintaining its existence; costs of preparing and printing the
prospectuses of the Trust and each Series, statements of additional information
and Shareholder reports and delivering them to Shareholders; expenses of
meetings of Shareholders and proxy solicitations therefor; costs of maintaining
books and accounts; costs of reproduction, stationery and supplies; fees and
expenses of the Trustees; compensation of the Trust's officers and employees and
costs of other personnel performing services for the Trust or any Series; costs
of Trustee meetings; Commission registration fees and related expenses; state or
foreign securities laws registration fees and related expenses; and for such
non-recurring items as may arise, including litigation to which the Trust or a
Series (or a Trustee or officer of the Trust acting as such) is a party, and for
all losses and liabilities by them incurred in administering the Trust. The
Trustees shall have a lien on the assets belonging to the appropriate Series, or
in the case of an expense allocable to more than one Series, on the assets of
each such Series, prior to any rights or interests of the Shareholders thereto,
for the reimbursement to them of such expenses, disbursements, losses and
liabilities.
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Section 2. Payment of Expenses by Shareholders. The Trustees shall have the
power, as frequently as they may determine, to cause each Shareholder, or each
Shareholder of any particular Series or Class, to pay directly, in advance or
arrears, for charges of the Trust's custodian or transfer, shareholder servicing
or similar agent, an amount fixed from time to time by the Trustees, by setting
off such charges due from such Shareholder from declared but unpaid dividends
owed such Shareholder and/or by reducing the number of Shares in the account of
such Shareholder by that number of full and/or fractional Shares which
represents the outstanding amount of such charges due from such Shareholder.
ARTICLE IX
MISCELLANEOUS
Section 1. Trust Not a Partnership. This Declaration creates a trust and
not a partnership. No Trustee shall have any power to bind personally either the
Trust's officers or any Shareholder.
Section 2. Trustee Action. The exercise by the Trustees of their powers and
discretion hereunder in good faith and with reasonable care under the
circumstances then prevailing shall be binding upon everyone interested. Subject
to the provisions of Article IV, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law.
Section 3. Record Dates. The Trustees may fix in advance a date up to
ninety (90) days before the date of any Shareholders' meeting, or the date for
the payment of any dividends or other distributions, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
Shares shall go into effect as a record date for the determination of the
Shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of such dividend or other distribution, or to
receive any such allotment of rights, or to exercise such rights in respect of
any such change, conversion or exchange of Shares.
Section 4. Termination of the Trust. (a) This Trust shall have perpetual
existence. Subject to the vote of a majority of the Shares outstanding and
entitled to vote of the Trust or of each Series to be affected, the Trustees may
(i) sell and convey all or substantially all of the assets of all
Series or any affected Series to another Series or to another entity which
is an open-end investment company as defined in the 1940 Act, or is a
series thereof, for adequate consideration, which may include the
assumption of all outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust or any affected Series, and which may
include shares of or interests in such Series, entity, or series thereof;
or
(ii) at any time sell and convert into money all or substantially all
of the assets of all Series or any affected Series.
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Upon making reasonable provision for the payment of all known liabilities of all
Series or any affected Series in either (i) or (ii), by such assumption or
otherwise, the Trustees shall distribute the remaining proceeds or assets (as
the case may be) ratably among the Shareholders of all Series or any affected
Series; however, the payment to any particular Class of such Series may be
reduced by any fees, expenses or charges allocated to that Class.
(b) The Trustees may take any of the actions specified in subsection (a)(i)
and (ii) above without obtaining the vote of a majority of the Shares
Outstanding and entitled to vote of the Trust or any Series if a majority of the
Trustees determines that the continuation of the Trust or Series is not in the
best interests of the Trust, such Series, or their respective Shareholders as a
result of factors or events adversely affecting the ability of the Trust or such
Series to conduct its business and operations in an economically viable manner.
Such factors and events may include the inability of the Trust or a Series to
maintain its assets at an appropriate size, changes in laws or regulations
governing the Trust or the Series or affecting assets of the type in which the
Trust or Series invests, or economic developments or trends having a significant
adverse impact on the business or operations of the Trust or such Series.
(c) Without precluding any other rights of the Trustees in the Declaration
of Trust to redeem completely the Shares of a Class or to otherwise terminate a
Class, a Class may be terminated without further approval of the Shareholders of
the affected Class, if a majority of the Trustees determines that the
continuation of the Class is not in the best interests of the Class or the
respective shareholders as a result of factors or events adversely affecting the
ability of the Class to conduct its operations in an economically viable manner.
Such factors and events may include, but are not limited to, the inability of
the Class to maintain its proportionate share of the assets at an appropriate
size, changes in laws or regulations governing the Class or economic
developments or trends having a significant adverse impact on the operations of
such Class.
(d) Upon completion of the distribution of the remaining proceeds or assets
pursuant to subsections (a) and (c), the Trust or affected Series or Class shall
terminate and the Trustees and the Trust shall be discharged of any and all
further liabilities and duties hereunder with respect thereto and the right,
title and interest of all parties therein shall be canceled and discharged. Upon
termination of the Trust or affected Series or Class, following completion of
winding up of its business, the Trustees shall cause a certificate of
cancellation of the Trust's certificate of trust to be filed in accordance with
the Delaware Act, which certificate of cancellation may be signed by any one
Trustee.
Section 5. Reorganization. (a) Notwithstanding anything else herein, to
change the Trust's form or place of organization the Trustees may, without
Shareholder approval unless such approval is required by applicable law, (i)
cause the Trust to merge or consolidate with or into one or more entities, if
the surviving or resulting entity is the Trust or another open-end management
investment company under the 1940 Act, or a series thereof, that will succeed to
or assume the Trust's registration under the 1940 Act, (ii) cause the Shares to
be exchanged under or pursuant to any state or federal statute
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to the extent permitted by law, or (iii) cause the Trust to incorporate under
the laws of Delaware or any other U.S. jurisdiction. Any agreement of merger or
consolidation or certificate of merger may be signed by a majority of Trustees
and facsimile signatures conveyed by electronic or telecommunication means shall
be valid.
(b) Pursuant to and in accordance with the provisions of Section 3815(f) of
the Delaware Act, an agreement of merger or consolidation approved by the
Trustees in accordance with this Section 5 may effect any amendment to the
Declaration or effect the adoption of a new trust instrument of the Trust if it
is the surviving or resulting trust in the merger or consolidation.
(c) The Trustees may create one or more business trusts to which all or any
part of the assets, liabilities, profits or losses of the Trust or any Series or
Class thereof may be transferred and may provide for the conversion of Shares in
the Trust or any Series or Class thereof into beneficial interests in any such
newly created trust or trusts or any series or classes thereof.
Section 6. Declaration of Trust. The original or a copy of this Declaration
of Trust and of each amendment hereto or Declaration of Trust supplemental shall
be kept at the office of the Trust where it may be inspected by any Shareholder.
Anyone dealing with the Trust may rely on a certificate by a Trustee or an
officer of the Trust as to the authenticity of the Declaration of Trust or any
such amendments or supplements and as to any matters in connection with the
Trust. The masculine gender herein shall include the feminine and neuter
genders. Headings herein are for convenience only and shall not affect the
construction of this Declaration of Trust. This Declaration of Trust may be
executed in any number of counterparts, each of which shall be deemed an
original.
Section 7. Applicable Law. To the extent that the federal securities laws
do not apply, this Declaration and the Trust created hereunder are governed by
and construed and administered according to the Delaware Act and the applicable
laws of the State of Delaware; provided, however, that there shall not be
applicable to the Trust, the Trustees or this Declaration of Trust (a) the
provisions of Section 3540 of Title 12 of the Delaware Code, or (b) any
provisions of the laws (statutory or common) of the State of Delaware (other
than the Delaware Act) pertaining to trusts which relate to or regulate (i) the
filing with any court or governmental body or agency of trustee accounts or
schedules of trustee fees and charges, (ii) affirmative requirements to post
bonds for trustees, officers, agents or employees of a trust, (iii) the
necessity for obtaining court or other governmental approval concerning the
acquisition, holding or disposition of real or personal property, (iv) fees or
other sums payable to trustees, officers, agents or employees of a trust, (v)
the allocation of receipts and expenditures to income or principal, (vi)
restrictions or limitations on the permissible nature, amount or concentration
of trust investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of fiduciary or
other standards of responsibilities or limitations on the acts or powers of
trustees, which are inconsistent with the limitations or liabilities or
authorities and powers of the Trustees set forth or referenced in this
Declaration. The Trust shall be of the type commonly called a Delaware business
trust, and, without limiting the provisions hereof, the Trust may exercise all
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powers which are ordinarily exercised by such a trust under Delaware law. The
Trust specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by trusts under
the Delaware Act, and the absence of a specific reference herein to any such
power, privilege or action shall not imply that the Trust may not exercise such
power or privilege or take such actions.
Section 8. Amendments. The Trustees may, without any Shareholder vote,
amend or otherwise supplement this Declaration by making an amendment, a
Declaration of Trust supplemental hereto or an amended and restated trust
instrument; provided, that Shareholders shall have the right to vote on any
amendment (a) which would affect the voting rights of Shareholders granted in
Article VII, Section l, (b) to this Section 8, (c) required to be approved by
Shareholders by law or by the Trust's registration statement(s) filed with the
Commission, and (d) submitted to them by the Trustees in their discretion. Any
amendment submitted to Shareholders which the Trustees determine would affect
the Shareholders of any Series shall be authorized by vote of the Shareholders
of such Series and no vote shall be required of Shareholders of a Series not
affected. Notwithstanding anything else herein, any amendment to Article IV
which would have the effect of reducing the indemnification and other rights
provided thereby to Trustees, officers, employees, and agents of the Trust or to
Shareholders or former Shareholders, and any repeal or amendment of this
sentence shall each require the affirmative vote of the holders of two-thirds of
the Outstanding Shares of the Trust entitled to vote thereon.
Section 9. Derivative Actions. In addition to the requirements set forth in
Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on
behalf of the Trust only if the following conditions are met:
(a) Shareholders eligible to bring such derivative action under the
Delaware Act who hold at least ten percent (10%) of the Outstanding Shares of
the Trust, or ten percent (10%) of the Outstanding Shares of the Series or Class
to which such action relates, shall join in the request for the Trustees to
commence such action; and
(b) the Trustees must be afforded a reasonable amount of time to consider
such shareholder request and to investigate the basis of such claim. The
Trustees shall be entitled to retain counsel or other advisers in considering
the merits of the request and shall require an undertaking by the Shareholders
making such request to reimburse the Trust for the expense of any such advisers
in the event that the Trustees determine not to bring such action.
Section 10. Fiscal Year. The fiscal year of the Trust shall end on a
specified date as set forth in the By-laws. The Trustees may change the fiscal
year of the Trust without Shareholder approval.
Section 11. Severability. The provisions of this Declaration are severable.
If the Trustees determine, with the advice of counsel, that any provision hereof
conflicts with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted a part of this
Declaration; provided, however, that such
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determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior to
such determination. If any provision hereof shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision only in such jurisdiction and shall not affect any
other provision of this Declaration.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
date first written above.
John F. Cogan, Jr. Marguerite A. Piret
as Trustee and not individually as Trustee and not individually
975 Memorial Drive, #802 162 Washington Street
Cambridge, MA 02138 Belmont, MA 02178
Richard H. Egdahl, M.D. David D. Tripple
as Trustee and not individually as Trustee and not individually
Health Policy Institute 6 Woodbine Road
53 Bay State Road Belmont, MA 02178
Boston, MA 02215
Margaret B.W. Graham Stephen K. West, Esq.
as Trustee and not individually as Trustee and not individually
The Keep Sullivan & Cromwell
P.O. Box 110 125 Broad Street
Little Deer Isle, ME 04650 New York, NY 10004
John W. Kendrick John Winthrop
as Trustee and not individually as Trustee and not individually
Hyatt Residence, Apt. 1521 One North Adgers Wharf
8100 Connecticut Avenue Charleston, SC 29401
Chevy Chase, MD 20815
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<PAGE>
PIONEER MONEY MARKET TRUST
By-laws
Adopted: March 31, 1995
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
PAGE
ARTICLE I: Definitions....................................................................1
ARTICLE II: Offices.......................................................................1
<S> <C> <C>
Section 1: Principal Office........................................................1
Section 2: Other Offices...........................................................1
Section 3: Registered Office and Registered Agent..................................1
ARTICLE III: Shareholders.................................................................1-3
<S> <C> <C>
Section 1: Meetings................................................................1-2
Section 2: Notice of Meetings......................................................2
Section 3: Record Date for Meeting
and Other Purposes......................................................2
Section 4: Proxies.................................................................2-3
Section 5: Abstentions and Broker Non-Votes........................................3
Section 6: Inspection of Records...................................................3
Section 7: Action without Meeting..................................................3
ARTICLE IV: Trustees......................................................................4
<S> <C> <C>
Section 1: Meetings of the Trustees................................................4
Section 2: Quorum and Manner of Acting.............................................4
ARTICLE V: Committees.....................................................................5
<S> <C> <C>
Section 1: Executive and Other Committees..........................................5
Section 2: Meetings, Quorum and Manner of Acting...................................5
ARTICLE VI: Officers......................................................................5-8
<S> <C> <C>
Section 1: General Provisions.....................................................5-6
Section 2: Term of Office and Qualifications......................................6
Section 3: Removal................................................................6
Section 4: Powers and Duties of the Chairman......................................6
Section 5: Powers and Duties of the President.....................................6-7
Section 6: Powers and Duties of Vice Presidents...................................7
Section 7: Powers and Duties of the Treasurer.....................................7
Section 8: Powers and Duties of the Secretary.....................................7
Section 9: Powers and Duties of Assistant
Officers...............................................................7-8
Section 10: Powers and Duties of Assistant
Secretaries............................................................8
Section 11: Compensation of Officers and
Trustees and Members of the Advisory
Board..................................................................8
ARTICLE VII: Fiscal Year..................................................................8
ARTICLE VIII: Seal........................................................................8
ARTICLE IX: Sufficiency and Waivers of Notice.............................................8-9
ARTICLE X: Amendments.....................................................................9
</TABLE>
<PAGE>
BY-LAWS
OF
PIONEER MONEY MARKET TRUST
ARTICLE I
DEFINITIONS
All capitalized terms have the respective meanings given them in the
Agreement and Declaration of Trust of Pioneer Money Market Trust dated March 31,
1995, as amended or restated from time to time.
ARTICLE II
OFFICES
Section 1. Principal Office. Until changed by the Trustees, the principal
office of the Trust shall be in Boston, Massachusetts.
Section 2. Other Offices. The Trust may have offices in such other places
without as well as within the State of Delaware as the Trustees may from time to
time determine.
Section 3. Registered Office and Registered Agent. The Board of Trustees
shall establish a registered office in the State of Delaware and shall appoint
as the Trust's registered agent for service of process in the State of Delaware
an individual resident of the State of Delaware or a Delaware corporation or a
corporation authorized to transact business in the State of Delaware; in each
case the business office of such registered agent for service of process shall
be identical with the registered Delaware office of the Trust.
ARTICLE III
SHAREHOLDERS
Section 1. Meetings. Meetings of the Shareholders of the Trust or a Series
or Class thereof shall be held as provided in the Declaration of Trust at such
place within or without the State of Delaware as the Trustees shall designate.
The holders of one-third of the Outstanding Shares of the Trust or a Series or
Class thereof present in person or by proxy and entitled to vote shall
constitute a quorum at any meeting of the Shareholders of the Trust or a Series
or Class thereof.
Section 2. Notice of Meetings. Notice of all meetings of the Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail or telegraphic or electronic means to each Shareholder at his
address as recorded on the register of the Trust mailed at least (10) days and
not more than sixty (60) days before the meeting, provided, however, that notice
of a meeting need not be given to a Shareholder to whom such notice need not be
given under the proxy rules of the Commission under the Investment Company Act
of 1940 and the Securities Exchange Act of 1934, as amended. Only the business
stated in the notice of the meeting shall be considered at such meeting. Any
adjourned meeting may be held as adjourned without further notice. No notice
need be given to any Shareholder who shall have failed to inform the Trust of
his current address or if a written waiver of notice, executed before or after
the meeting by the Shareholder or his attorney thereunto authorized, is filed
with the records of the meeting.
Section 3. Record Date for Meetings and Other Purposes. For the purpose of
determining the Shareholders who are entitled to notice of and to vote at any
meeting, or to participate in any distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer books for such
period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
<PAGE>
ninety (90) nor less than ten (10) days prior to the date of any meeting of
Shareholders or distribution or other action as a record date for the
determination of the persons to be treated as Shareholders of record for such
purposes, except for dividend payments which shall be governed by the
Declaration of Trust.
Section 4. Proxies. At any meeting of Shareholders, any Shareholder
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken. A
proxy shall be deemed signed if the Shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission, facsimile,
other electronic means or otherwise) by the Shareholder or the Shareholder's
attorney-in-fact. Proxies may be given by any electronic or telecommunication
device except as otherwise provided in the Declaration of Trust. Proxies may be
solicited in the name of one or more Trustees or one or more of the officers of
the Trust. Only Shareholders of record shall be entitled to vote. Each whole
Share shall be entitled to one vote as to any matter on which it is entitled by
the Declaration of Trust to vote and fractional Shares shall be entitled to a
proportionate fractional vote. When any Share is held jointly by several
persons, any one of them may vote at any meeting in person or by proxy in
respect of such Share, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Share. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise,
and the burden of proving invalidity shall rest on the challenger. If the holder
of any such Share is a minor or a person of unsound mind, and subject to
guardianship or the legal control of any other person as regards the charge or
management of such Share, he may vote by his guardian or such other person
appointed or having such control, and such vote may be given in person or by
proxy.
Section 5. Abstentions and Broker Non-Votes. Outstanding Shares represented
in person or by proxy (including Shares which abstain or do not vote with
respect to one or more of any proposals presented for Shareholder approval) will
be counted for purposes of determining whether a quorum is present at a meeting.
Abstentions will be treated as Shares that are present and entitled to vote for
purposes of determining the number of Shares that are present and entitled to
vote with respect to any particular proposal, but will not be counted as a vote
in favor of such proposal. If a broker or nominee holding Shares in "street
name" indicates on the proxy that it does not have discretionary authority to
vote as to a particular proposal, those Shares will not be considered as present
and entitled to vote with respect to such proposal.
Section 6. Inspection of Records. The records of the Trust shall be open to
inspection by Shareholders to the same extent as is permitted shareholders of a
Delaware business corporation.
Section 7. Action without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Outstanding Shares
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law) consent to the action in writing and the written consents are
filed with the records of the meetings of Shareholders. Such consents shall be
treated for all purposes as a vote taken at a meeting of Shareholders.
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, the Chairman
or by any one of the Trustees, at the time being in office. Notice of the time
and place of each meeting other than regular or stated meetings shall be given
by the Secretary or an Assistant Secretary or by the officer or Trustee calling
the meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be given by telephone, cable, wireless, facsimile or other
electronic mechanism to each Trustee at his business address, or personally
delivered to him at least one day before the meeting. Such notice may, however,
be waived by any Trustee. Notice of a meeting need not be given to any Trustee
if a written waiver of notice, executed by him before or after the meeting, is
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filed with the records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him. A notice or waiver of notice need not specify the purpose of any meeting.
The Trustees may meet by means of a telephone conference circuit 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 be deemed to have been held at a place designated by the Trustees at the
meeting. Participation in a telephone conference meeting shall constitute
presence in person at such meeting. Any action required or permitted to be taken
at any meeting of the Trustees may be taken by the Trustees without a meeting if
a majority of the Trustees consent to the action in writing and the written
consents are filed with the records of the Trustees' meetings. Such consents
shall be treated as a vote for all purposes.
Section 2. Quorum and Manner of Acting. A majority of the Trustees shall be
present in person at any regular or special meeting of the Trustees in order to
constitute a quorum for the transaction of business at such meeting and (except
as otherwise required by law, the Declaration of Trust or these By-laws) the act
of a majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.
ARTICLE V
COMMITTEES
Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) members to hold office at the
pleasure of the Trustees, which shall have the power to conduct the current and
ordinary business of the Trust while the Trustees are not in session, including
the purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust or a Series thereof, and such
other powers of the Trustees as the Trustees may delegate to them, from time to
time, except those powers which by law, the Declaration of Trust or these
By-laws they are prohibited from delegating. The Trustees may also elect from
their own number other Committees from time to time; the number composing such
Committees, the powers conferred upon the same (subject to the same limitations
as with respect to the Executive Committee) and the term of membership on such
Committees to be determined by the Trustees. The Trustees may designate a
chairman of any such Committee. In the absence of such designation the Committee
may elect its own Chairman.
Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1)
provide for stated meetings of any Committee, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the office of the Trust.
ARTICLE VI
OFFICERS
Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Trust may require, including one or more Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may
delegate to any officer or committee the power to appoint any subordinate
officers or agents.
Section 2. Term of Office and Qualifications. Except as otherwise provided
by law, the Declaration of Trust or these By-laws, the President, the Treasurer,
the Secretary and any other officer shall each hold office at the pleasure of
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the Board of Trustees or until his successor shall have been duly elected and
qualified. The Secretary and the Treasurer may be the same person. A Vice
President and the Treasurer or a Vice President and the Secretary may be the
same person, but the offices of Vice President, Secretary and Treasurer shall
not be held by the same person. The President shall hold no other office but may
hold an appointment as Chairman of the Board of Trustees. Except as above
provided, any two offices may be held by the same person. Any officer may be but
none need be a Trustee or Shareholder.
Section 3. Removal. The Trustees, at any regular or special meeting of the
Trustees, may remove any officer with or without cause, by a vote of a majority
of the Trustees then in office. Any officer or agent appointed by an officer or
committee may be removed with or without cause by such appointing officer or
committee.
Section 4. Powers and Duties of the Chairman. The Trustees shall appoint
from among their number a Chairman. When present he shall preside at the
meetings of the Shareholders and of the Trustees. He may call meetings of the
Trustees and of any committee thereof whenever he deems it necessary. He shall
be an executive officer of the Trust and shall have, with the President, general
supervision over the business and policies of the Trust, subject to the
limitations imposed upon the President, as provided in Section 5 of this Article
VI.
Section 5. Powers and Duties of the President. The President may call
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control of
the Trustees and to the control of any Committees of the Trustees, within their
respective spheres, as provided by the Trustees, he shall at all times exercise
a general supervision and direction over the affairs of the Trust. He shall have
the power to employ attorneys and counsel for the Trust or any Series or Class
thereof and to employ such subordinate officers, agents, clerks and employees as
he may find necessary to transact the business of the Trust or any Series or
Class thereof. He shall also have the power to grant, issue, execute or sign
such powers of attorney, proxies or other documents as may be deemed advisable
or necessary in furtherance of the interests of the Trust or any Series or Class
thereof. The President shall have such other powers and duties, as from time to
time may be conferred upon or assigned to him by the Trustees.
Section 6. Powers and Duties of Vice Presidents. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees, shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.
Section 7. Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. He shall deliver all
funds of the Trust or any Series or Class thereof which may come into his hands
to such Custodian as the Trustees may employ. He shall render a statement of
condition of the finances of the Trust or any Series or Class thereof to the
Trustees as often as they shall require the same and he shall in general perform
all the duties incident to the office of a Treasurer and such other duties as
from time to time may be assigned to him by the Trustees. The Treasurer shall
give a bond for the faithful discharge of his duties, if required so to do by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.
Section 8. Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Trustees and of the Shareholders in proper books
provided for that purpose; he shall have custody of the seal of the Trust; he
shall have charge of the Share transfer books, lists and records unless the same
are in the charge of a transfer agent. He shall attend to the giving and serving
of all notices by the Trust in accordance with the provisions of these By-laws
and as required by law; and subject to these By-laws, he shall in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the Trustees.
Section 9. Powers and Duties of Assistant Officers. In the absence or
disability of the Treasurer, any officer designated by the Trustees shall
perform all the duties, and may exercise any of the powers, of the Treasurer.
Each officer shall perform such other duties as from time to time may be
assigned to him by the Trustees. Each officer performing the duties and
exercising the powers of the Treasurer, if any, and any Assistant Treasurer,
shall give a bond for the faithful discharge of his duties, if required so to do
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by the Trustees, in such sum and with such surety or sureties as the Trustees
shall require.
Section 10. Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to him by the Trustees.
Section 11. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable provisions of the Declaration of
Trust, the compensation of the officers and Trustees and members of an advisory
board shall be fixed from time to time by the Trustees or, in the case of
officers, by any Committee or officer upon whom such power may be conferred by
the Trustees. No officer shall be prevented from receiving such compensation as
such officer by reason of the fact that he is also a Trustee.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of January in
each year and shall end on the last day of December in each year, provided,
however, that the Trustees may from time to time change the fiscal year. The
taxable year of each Series of the Trust shall be as determined by the Trustees
from time to time.
ARTICLE VIII
SEAL
The Trustees may adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX
SUFFICIENCY AND WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the
Declaration of Trust or these By-laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. A notice shall be deemed to
have been sent by mail, telegraph, cable, wireless, facsimile or other
electronic means for the purposes of these By-laws when it has been delivered to
a representative of any company holding itself out as capable of sending notice
by such means with instructions that it be so sent.
ARTICLE X
AMENDMENTS
These By-laws, or any of them, may be altered, amended or repealed, or new
By-laws may be adopted by (a) vote of a majority of the Outstanding Shares
voting in person or by proxy at a meeting of Shareholders and entitled to vote
or (b) by the Trustees, provided, however, that no By-law may be amended,
adopted or repealed by the Trustees if such amendment, adoption or repeal
requires, pursuant to law, the Declaration of Trust or these By-laws, a vote of
the Shareholders.
END OF BY-LAWS
ADOPTED: March 31, 1995
MANAGEMENT CONTRACT
THIS AGREEMENT dated this 31st day of March, 1995 between Pioneer Money
Market Trust, a Delaware business trust (the "Trust"), on behalf of Pioneer Cash
Reserves Fund, an investment portfolio of the Trust (the "Portfolio"), and
Pioneering Management Corporation, a Delaware corporation (the "Manager").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange Commission (the "Commission") a
registration statement (the "Registration Statement") for the purpose of
registering its shares for public offering under the Securities Act of 1933, as
amended,
WHEREAS, the Trust currently issues three separate series of shares each
representing interests in one portfolio of investments,
WHEREAS, the parties hereto deem it mutually advantageous that the Manager
should be engaged, subject to the supervision of the Trust's Board of Trustees
and officers, to manage the Portfolio,
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust, on behalf of the Portfolio, and the Manager do hereby
agree as follows:
1. (a) The Manager will regularly provide investment research, advice and
supervision and will furnish continuously an investment program for the
Portfolio consistent with the investment objectives and policies of the
Portfolio. The Manager will determine from time to time what securities shall be
purchased for the Portfolio, what securities shall be held or sold for the
Portfolio's account and what portion of the Portfolio's assets shall be held
uninvested as cash, subject always to the provisions of the Trust's Agreement
and Declaration of Trust ("Declaration of Trust"), By-Laws and its registration
statements under the 1940 Act and under the Securities Act of 1933 covering the
Trust's shares, as filed with the Commission, and to the investment objectives,
policies and restrictions of the Portfolio, as each of the same shall be from
time to time in effect, and subject, further, to such policies and instructions
as the Board of Trustees of the Trust may from time to time establish. To carry
out such determinations, the Manager will exercise full discretion and act with
respect to the Portfolio in the same manner and with the same force and effect
as the Trust itself might or could do with respect to purchases, sales or other
transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Manager will, to the extent reasonably required in the
conduct of business of the Portfolio and upon the Trust's request, furnish
research, statistical and advisory reports upon the industries, businesses,
corporations or securities as to which such requests shall be made, whether or
not the Portfolio shall at the time have any investment in such industries,
businesses, corporations or securities. The Manager will use its best efforts in
the preparation of such reports and will endeavor to consult the persons and
sources believed by it to have information available with respect to such
industries, businesses, corporations or entities.
(c) The Manager will maintain all books and records with respect
to the Portfolio's securities transactions required by subparagraphs (b)(5),
(6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than
those records being maintained by the custodian or transfer agent appointed by
the Trust with respect to the Portfolio) and preserve such records for the
periods prescribed therefor by Rule 31a-2 of the 1940 Act. The Manager will also
provide to the Board of Trustees such periodic and special reports as the Board
may reasonably request.
2. The Manager recognizes that the Trust has created, and may from time to
time create, additional investment portfolios of the Trust, that this agreement
relates only to the management of the assets of the Portfolio, and that the
management of the assets of any additional portfolio of the Trust are subject,
or will be subject, to one or more separate investment management agreements.
3. (a) Except as otherwise provided herein, the Manager, at its own
expense, shall furnish to the Trust office space in the offices of the Manager
<PAGE>
or in such other place as may be agreed upon from time to time, and all
necessary office facilities, equipment and personnel for managing the affairs
and investments with respect to the Portfolio, and shall arrange, if desired by
the Trust, for members of the Manager's organization to serve as officers or
agents of the Trust.
(b) The Manager shall pay directly or reimburse the Trust for: (i)
the compensation (if any) of the Trustees who are affiliated with, or interested
persons of, the Manager and all officers of the Trust as such; and (ii) all
expenses not hereinafter specifically assumed by the Trust or the Portfolio
where such expenses are incurred by the Manager or by the Trust or the Portfolio
in connection with the management of the affairs of, and the investment and
reinvestment of the assets of, the Portfolio.
(c) The Trust shall assume and shall pay: (i) charges and expenses
for fund accounting, pricing and appraisal services and related overhead,
including, to the extent such services are performed by personnel of the Manager
or its affiliates, office space and facilities and personnel compensation,
training and benefits; (ii) the charges and expenses of auditors; (iii) the
charges and expenses of any custodian, transfer agent, plan agent, dividend
disbursing agent and registrar appointed by the Trust with respect to the
Portfolio; (iv) issue and transfer taxes, chargeable to the Trust in connection
with securities transactions to which the Trust is a party; (v) insurance
premiums, interest charges, dues and fees for membership in trade associations
and all taxes and corporate fees payable by the Trust to federal, state or other
governmental agencies; (vi) fees and expenses involved in registering and
maintaining registrations of the Trust and/or its shares with the Commission,
state or blue sky securities agencies and foreign countries, including the
preparation of Prospectuses and Statements of Additional Information for filing
with the Commission; (vii) all expenses of shareholders' and Trustees' meetings
and of preparing, printing and distributing prospectuses, notices, proxy
statements and all reports to shareholders and to governmental agencies; (viii)
charges and expenses of legal counsel to the Trust and to the Trustees; (ix)
distribution fees paid by the Trust in accordance with Rule 12b-1 promulgated by
the Commission pursuant to the 1940 Act; (x) compensation of those Trustees of
the Trust who are not affiliated with or interested persons of the Manager, the
Trust (other than as Trustees), The Pioneer Group, Inc. or Pioneer Funds
Distributor, Inc.; (xi) the cost of preparing and printing share certificates;
and (xii) interest on borrowed money, if any.
(d) In addition to the expenses described in Section 3(c) above,
the Trust shall pay all brokers' and underwriting commissions chargeable to the
Trust in connection with securities transactions to which the Trust is a party.
4. (a) The Trust shall pay to the Manager, as compensation for the
Manager's services hereunder, a fee at the rate of 0.40% per annum of the
Portfolio's average daily net assets. The management fee payable hereunder shall
be computed daily and paid monthly in arrears. In the event of termination of
this Agreement, the fee provided in this Section shall be computed on the basis
of the period ending on the last business day on which this Agreement is in
effect subject to a pro rata adjustment based on the number of days elapsed in
the current month as a percentage of the total number of days in such month.
(b) If the operating expenses of the Portfolio in any year exceed
the limits set by state securities laws or regulations in states in which shares
of the Portfolio are sold, the amount payable to the Manager under subsection
(a) above will be reduced (but not below $0), and the Manager shall make other
arrangements concerning expenses but, in each instance, only as and to the
extent required by such laws or regulation. If amounts have already been
advanced to the Manager under this Agreement, the Manager will return such
amounts to the Trust to the extent required by the preceding sentence.
(c) In addition to the foregoing, the Manager may from time to
time agree not to impose all or a portion of its fee otherwise payable hereunder
(in advance of the time such fee or a portion thereof would otherwise accrue)
and/or undertake to pay or reimburse the Trust for all or a portion of its
expenses not otherwise required to be borne or reimbursed by the Manager. Any
such fee reduction or undertaking may be discontinued or modified by the Manager
at any time.
5. The Manager will not be liable for any error of judgment or mistake of
law or for any loss sustained by reason of the adoption of any investment policy
or the purchase, sale, or retention of any security on the recommendation of the
Manager, whether or not such recommendation shall have been based upon its own
investigation and research made upon any other individual, firm or corporation,
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nothing contained herein will be construed to protect the Manager against any
liability to the Trust or Portfolio or its shareholders by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement.
6. (a) Nothing in this Agreement will in any way limit or restrict the
Manager or any of its officers, directors, or employees from buying, selling or
trading in any securities for its or their own accounts or other accounts. The
Manager may act as an investment advisor to any other person, firm or
corporation and may perform management and any other services for any other
person, association, corporation, firm or other entity pursuant to any contract
or otherwise, and take any action or do any thing in connection therewith or
related thereto; and no such performance of management or other services or
taking of any such action or doing of any such thing shall be in any manner
restricted or otherwise affected by any aspect of any relationship of the
Manager to or with the Trust or deemed to violate or give rise to any duty or
obligation of the Manager to the Trust except as otherwise imposed by law. The
Trust recognizes that the Manager, in effecting transactions for its various
accounts, may not always be able to take or liquidate investment positions in
the same security at the same time and at the same price.
(b) In connection with purchases or sales of portfolio securities
for the account of the Portfolio, neither the Manager nor any of its Directors,
officers or employees will act as a principal or agent or receive any commission
except as permitted by the 1940 Act. The Manager shall arrange for the placing
of all orders for the purchase and sale of portfolio securities for the account
of the Portfolio with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such orders, the Manager
is directed at all times to seek for the Portfolio the most favorable execution
and net price available except as described herein. It is also understood that
it is desirable for the Portfolio that the Manager have access to supplemental
investment and market research and security and economic analyses provided by
brokers who may execute brokerage transactions at a higher cost to the Portfolio
than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, the Manager
is authorized to place orders for the purchase and sale of securities for the
Portfolio's account with such brokers, subject to review by the Trust's Trustees
from time to time with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers may be useful to the
Manager in connection with its or its affiliates' services to other clients. In
addition, subject to the Manager's obligation to seek the most favorable
execution and net price available, the Manager may consider the sale of shares
of the Portfolio and shares of other funds in the Pioneer Family of Mutual Funds
in selecting brokers and dealers.
(c) On occasions when the Manager deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other clients,
the Manager, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be sold or purchased in order to obtain the best
execution and lower brokerage commissions, if any. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Portfolios
and to such clients.
7. This Agreement shall become effective on the date hereof and shall
remain in force until May 31, 1996 and from year to year thereafter, but only so
long as its continuance is approved annually by a vote of the Trustees of the
Trust voting in person, including a majority of its Trustees who are not parties
to this Agreement or interested persons (as the term "interested persons" is
defined in the 1940 Act) of any such parties, at a meeting of Trustees called
for the purpose of voting on such approval or by a vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Portfolio
subject to the right of the Trust and the Manager to terminate this contract as
provided in Section 8 hereof.
8. Either party hereto may, without penalty, terminate this Agreement by
vote of its Board of Directors or its Board of Trustees, as the case may be, or
by vote of a "majority of its outstanding voting securities" (as defined in the
1940 Act) of the Portfolio and the giving of 60 days' written notice to the
other party.
9. This Agreement shall automatically terminate in the event of its
assignment. For purposes of this Agreement, the term "assignment" shall have the
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meaning given it in Section 2(a)(4) of the 1940 Act.
10. The Manager is an independent contractor and not an employee of the
Trust or Portfolio for any purpose. If any occasion should arise in which the
Manager gives any advice to its clients concerning the shares of the Portfolio,
the Manager will act solely as investment counsel for such clients and not in
any way on behalf of the Trust or Portfolio.
11. This Agreement states the entire agreement of the parties hereto, and
is intended to be the complete and exclusive statement of the terms hereof. It
may not be added to or changed orally, and may not be modified or rescinded
except by a writing signed by the parties hereto and in accordance with the 1940
Act, when applicable.
12. To the extent that federal securities laws do not apply, this Agreement
and all performance hereunder shall be governed by the laws of The Commonwealth
of Massachusetts, which apply to contracts made and to be performed in The
Commonwealth of Massachusetts.
13. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
14. The parties to this Agreement acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, and of any and every
nature whatsoever shall be satisfied solely out of the assets of the Portfolio
and that no Trustee, officer or holder of shares of beneficial interest of the
Trust shall be personally liable for any of the foregoing liabilities. The
Trust's Declaration of Trust, as amended from time to time, is on file in the
office of the Trust. Such Declaration of Trust describes in detail the
respective responsibilities and limitations on liability of the Trustees,
officers, and holders of shares of beneficial interest.
15. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: PIONEER MONEY MARKET TRUST
on behalf of:
Pioneer Cash Reserves Fund
/s/ Joseph P. Barri /s/ John F. Cogan, Jr.
____________________________ By:____________________________
Secretary President
ATTEST: PIONEERING MANAGEMENT CORPORATION
/s/ Joseph P. Barri /s/ John F. Cogan, Jr.
____________________________ By:____________________________
Secretary President
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SCHEDULE OF OMITTED INVESTMENT MANAGEMENT CONTRACTS
Due to the substantial similarity of Investment Management Contracts
between Pioneering Management Corporation and Pioneer Money Market Trust (the
"Trust") on behalf of each of its funds, the following form of Investment
Management Contract on behalf of Pioneer Cash Reserves Fund and this schedule of
omitted documents is filed in accordance with the requirements of Rule 8b-31
under the Investment Company Act of 1940.
1. Name of Series: Pioneer U.S. Government Money Fund
Pioneer Tax-Free Money Fund
UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this 31st day of March 1995, by and
between Pioneer Money Market Trust, a Delaware business trust (the "Trust"), and
Pioneer Funds Distributor, Inc., a Massachusetts corporation (the
"Underwriter").
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, 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 the Trust which the Trustees may establish from time
to time (individually, a "Portfolio" and collectively, the "Portfolios"); and
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Underwriter do hereby agree as follows:
1. The Trust does hereby grant to the Underwriter the right and option
to purchase shares of beneficial interest of each class of each Portfolio of the
Trust (the "Shares") for sale to investors either directly or indirectly through
other broker-dealers. The Underwriter is not required to purchase any specified
number of Shares, but will purchase from the Trust only a sufficient number of
Shares as may be necessary to fill unconditional orders received from time to
time by the Underwriter from investors and dealers.
2. The Underwriter shall offer Shares to the public at an offering
price based upon the net asset value of the Shares, to be calculated for each
class of Shares as described in the Registration Statement, including the
Prospectus, filed with the Commission and in effect at the time of the offering,
plus any sales charges as approved by the Underwriter and the Trustees of the
Trust and as further outlined in the Trust's Prospectus. The offering price
shall be subject to any provisions set forth in the Prospectus from time to time
with respect thereto, including, without limitation, rights of accumulation,
letters of intention, exchangeability of shares, reinstatement privileges, net
asset value purchases by certain persons and reinvestments of dividends and
capital gain distributions.
3. In the case of all Shares sold to investors through other
broker-dealers, a portion of applicable sales charges, if any, will be reallowed
to such broker-dealers who are members of the NASD or, in the case of certain
sales by banks or certain sales to foreign nationals, to brokers or dealers
exempt from registration with the Commission. The concession reallowed to
broker-dealers shall be set forth in a written sales agreement and shall be
generally the same for broker-dealers providing comparable levels of sales and
service.
4. This Agreement shall terminate on any anniversary hereof if its
terms and renewal have not been approved by a majority vote of the Trustees of
the Trust voting in person, including a majority of its Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Underwriting Agreement (the "Qualified
Trustees"), at a meeting of Trustees called for the purpose of voting on such
approval. This Agreement may also be terminated at any time, without payment of
any penalty, by the Trust on 60 days' written notice to the Underwriter, or by
the Underwriter upon similar notice to the Trust. This Agreement may also be
terminated by a party upon five (5) 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
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covering the Shares of the Trust. Finally, this Agreement may also be terminated
by the Trust upon five (5) 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 of the Trust during the most recent 12 month period exceeded 10%
of all Shares of the Trust 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 applicable distribution plan for the Trust which may be in effect.
Nothing contained herein shall relieve the Trust of any obligation under its
management contract or any other contract with any affiliate of the Underwriter.
6. The parties to this Agreement acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, of any nature
whatsoever, including without limitation, liabilities arising in connection with
any agreement of the Trust or its Trustees as set forth herein to indemnify any
party to this Agreement or any other person, if any, shall be satisfied out of
the assets of the Trust and that no Trustee, officer or holder of shares of
beneficial interest of the Trust shall be personally liable for any of the
foregoing liabilities. The Trust's Certificate of Trust, as amended from time to
time, is on file in the Office of Secretary of State of the State of Delaware,
and a copy of the Trust's Declaration of Trust, as amended from time to time,
has been provided to the Underwriter. The Declaration of Trust describes in
detail the respective responsibilities and limitations on liability of the
Trustees, officers, and holders of Shares of the Trust.
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.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers and their seal to be hereto
affixed as of day and year first above written.
ATTEST: PIONEER MONEY MARKET TRUST
/s/ Robert Nault /s/ John F. Cogan, Jr.
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Robert Nault John F. Cogan, Jr.
Assistant Secretary President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
/s/ William Keough /s/ Robert L. Butler
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William Keough Robert L. Butler
Treasurer President
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AGREEMENT BETWEEN
BROWN BROTHERS HARRIMAN & CO.
AND
PIONEER CASH RESERVES FUND
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CUSTODIAN AGREEMENT
AGREEMENT made this 23rd day of December, 1991, between PIONEER CASH RESERVES
FUND, an investment portfolio of PIONEER MONEY MARKET TRUST (said portfolio and
trust herein referred to as the "Fund") and Brown Brothers Harriman & Co. (the
"Custodian"); WITNESSETH: That in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment of Custodian: The Fund hereby employs and appoints the Custodian
as a custodian for the term and subject to the provisions of this Agreement. The
Custodian shall not be under any duty or obligation to require the Fund to
deliver to it any securities or funds owned by the Fund and shall have no
responsibility or liability for or on account of securities or funds not so
delivered. The Fund will deposit with the Custodian copies of the Declaration of
Trust or Certificate of Incorporation and By-Laws (or comparable documents) of
the Fund and all amendments thereto, and copies of such votes and other
proceedings of the Fund as may be necessary for or convenient to the Custodian
in the performance of its duties.
2. Powers and Duties of the Custodian with respect to Property of the Fund held
by the Custodian: Except for securities and funds held by any Subcustodians or
held by the Custodian through a non-U.S. securities depository appointed
pursuant to the provisions of Section 3 hereof, the Custodian shall have and
perform the following powers and duties:
A. Safekeeping - To keep safely the securities and other assets of the Fund that
have been delivered to the Custodian and, on behalf of the Fund, from time to
time to receive delivery of securities for safekeeping.
B. Manner of Holding Securities - To hold securities of the Fund (1) by physical
possession of the share certificates or other instruments representing such
securities in registered or bearer form, or (2) in book-entry form by a
Securities System (as said term is defined in Section 2U).
C. Registered Name; Nominee - To hold registered securities of the Fund (1) in
the name or any nominee name of the Custodian or the Fund, or in the name or any
nominee name of any Agent appointed pursuant to Section 6F, or (2) in street
certificate form, so-called, and in any case with or without any indication of
fiduciary capacity, provided that securities are held in an account of the
Custodian containing only assets of the Fund or only assets held as fiduciary or
custodian for customers.
D. Purchases - Upon receipt of Proper Instructions, as defined in
Section X on Page 17, insofar as funds are available for the purpose, to pay
for and receive securities purchased for the account of the Fund, payment being
made only upon receipt of the securities (1) by the Custodian, or (2) by a
clearing corporation of a national securities exchange of which the Custodian is
a member, or (3) by a Securities System. However, (i) in the case of repurchase
agreements entered into by the Fund, the Custodian (as well as an Agent) may
release funds to a Securities System or to a Subcustodian prior to the receipt
of advice from the Securities System or Subcustodian that the securities
underlying such repurchase agreement have been transferred by book entry into
the Account (as defined in Section 2U) of the Custodian (or such Agent)
maintained with such Securities System or Subcustodian, so long as such payment
instructions to the Securities System or Subcustodian include a requirement that
delivery is only against payment for securities, (ii) in the case of foreign
exchange contracts, options, time deposits, call account deposits, currency
deposits, and other deposits, contracts or options pursuant to Sections 2J, 2L,
2M and 2N, the Custodian may make payment therefor without receiving an
instrument evidencing said deposit, contract or option so long as such payment
instructions detail specific securities to be acquired, and (iii) in the case of
securities in which payment for the security and receipt of the instrument
evidencing the security are under generally accepted trade practice or the terms
of the instrument representing the security expected to take place in different
locations or through separate parties, such as commercial paper which is indexed
to foreign currency exchange rates, derivatives and similar securities, the
Custodian may make payment for such securities prior to delivery thereof in
accordance with such generally accepted trade practice or the terms of the
instrument representing such security.
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E. Exchanges - Upon receipt of proper instructions, to exchange securities held
by it for the account of the Fund for other securities in connection with any
reorganization, recapitalization, split-up of shares, change of par value,
conversion or other event relating to the securities or the issuer of such
securities and to deposit any such securities in accordance with the terms of
any reorganization or protective plan. Without proper instructions, the
Custodian may surrender securities in temporary form for definitive securities,
may surrender securities for transfer into a name or nominee name as permitted
in Section 2C, and may surrender securities for a different number of
certificates or instruments representing the same number of shares or same
principal amount of indebtedness, provided the securities to be issued are to be
delivered to the Custodian.
F. Sales of Securities - Upon receipt of proper instructions, to make delivery
of securities which have been sold for the account of the Fund, but only against
payment therefor (1) in cash, by a certified check, bank cashier's check, bank
credit, or bank wire transfer, or (2) by credit to the account of the Custodian
with a clearing corporation of a national securities exchange of which the
Custodian is a member, or (3) by credit to the account of the Custodian or an
Agent of the Custodian with a Securities System; provided, however, that (i) in
the case of delivery of physical certificates or instruments representing
securities, the Custodian may make delivery to the broker buying the securities,
against receipt therefor, for examination in accordance with "street delivery"
custom, provided that the payment therefor is to be made to the Custodian (which
payment may be made by a broker's check) or that such securities are to be
returned to the Custodian, and (ii) in the case of securities referred to in
clause (iii) of the last sentence of Section 2D, the Custodian may make
settlement, including with respect to the form of payment, in accordance with
generally accepted trade practice relating to such securities or the terms of
the instrument representing said security.
G. Depositary Receipts - Upon receipt of proper instructions, to instruct a
Subcustodian or an Agent to surrender securities to the depositary used by an
issuer of American Depositary Receipts or International Depositary Receipts
(hereinafter collectively referred to as "ADRs") for such securities against a
written receipt therefor adequately describing such securities and written
evidence satisfactory to the Subcustodian or Agent that the depositary has
acknowledged receipt of instructions to issue with respect to such securities
ADRs in the name of the Custodian, or a nominee of the Custodian, for delivery
to the Custodian in Boston, Massachusetts, or at such other place as the
Custodian may from time to time designate.
Upon receipt of proper instructions, to surrender ADRs to the issuer thereof
against a written receipt therefor adequately describing the ADRs surrendered
and written evidence satisfactory to the Custodian that the issuer of the ADRs
has acknowledged receipt of instructions to cause its depositary to deliver the
securities underlying such ADRs to a Subcustodian or an Agent.
H. Exercise of Rights; Tender Offers - Upon timely receipt of proper
instructions, to deliver to the issuer or trustee thereof, or to the agent of
either, warrants, puts, calls, rights or similar securities for the purpose of
being exercised or sold, provided that the new securities and cash, if any,
acquired by such action are to be delivered to the Custodian, and, upon receipt
of proper instructions, to deposit securities upon invitations for tenders of
securities, provided that the consideration is to be paid or delivered or the
tendered securities are to be returned to the Custodian.
I. Stock Dividends, Rights, Etc. - To receive and collect all stock dividends,
rights and other items of like nature; and to deal with the same pursuant to
proper instructions relative thereto.
J. Options - Upon receipt of proper instructions, to receive and retain
confirmations or other documents evidencing the purchase of writing of an option
on a security or securities index by the Fund; to deposit and maintain in a
segregated account, either physically or by book-entry in a Securities System,
securities subject to a covered call option written by the Fund; and to release
and/or transfer such securities or other assets only in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
relating to such securities or other assets a notice or other communication
evidencing the expiration, termination or exercise of such covered option
furnished by The Options Clearing Corporation, the securities or options
exchange on which such covered option is traded or such other organization as
may be responsible for handling such options transactions.
K. Borrowings - Upon receipt of proper instructions, to deliver securities of
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the Fund to lenders or their agents as collateral for borrowings effected by the
Fund, provided that such borrowed money is payable to or upon the Custodian's
order as Custodian for the Fund.
L. Demand Deposit Bank Accounts - To open and operate an account or accounts in
the name of the Fund on the Custodian's books subject only to draft or order by
the Custodian. All funds received by the Custodian from or for the account of
the Fund shall be deposited in said account(s). The responsibilities of the
Custodian to the Fund for deposits accepted on the Custodian's books shall be
that of a U. S. bank for a similar deposit.
If and when authorized by proper instructions, the Custodian may open and
operate an additional account(s) in such other banks or trust companies as may
be designated by the Fund in such instructions (any such bank or trust company
so designated by the Fund being referred to hereafter as a "Banking
Institution"), provided that such account(s) (hereinafter collectively referred
to as "demand deposit bank accounts") shall be in the name of the Custodian for
account of the Fund and subject only to the Custodian's draft or order. Such
demand deposit accounts may be opened with Banking Institutions in the United
States and in other countries and may be denominated in either U. S. Dollars or
other currencies as the Fund may determine. All such deposits shall be deemed to
be portfolio securities of the Fund and accordingly the responsibility of the
Custodian therefore shall be the same as and no greater than the Custodian's
responsibility in respect of other portfolio securities of the Fund.
M. Interest Bearing Call or Time Deposits - To place interest bearing fixed term
and call deposits with such banks and in such amounts as the Fund may authorize
pursuant to proper instructions. Such deposits may be placed with the Custodian
or with Subcustodians or other Banking Institutions as the Fund may determine.
Deposits may be denominated in U. S. Dollars or other currencies and need not be
evidenced by the issuance or delivery of a certificate to the Custodian,
provided that the Custodian shall include in its records with respect to the
assets of the Fund appropriate notation as to the amount and currency of each
such deposit, the accepting Banking Institution and other appropriate details,
and shall retain such forms of advice or receipt evidencing the deposit, if any,
as may be forwarded to the Custodian by the Banking Institution. Such deposits,
other than those placed with the Custodian, shall be deemed portfolio securities
of the Fund and the responsibilities of the Custodian therefor shall be the same
as those for demand deposit bank accounts placed with other banks, as described
in Section K of this Agreement. The responsibility of the Custodian for such
deposits accepted on the Custodian's books shall be that of a U. S. bank for a
similar deposit.
N. Foreign Exchange Transactions and Futures Contracts Pursuant to proper
instructions, to enter into foreign exchange contracts or options to purchase
and sell foreign currencies for spot and future delivery on behalf and for the
account of the Fund. Such transactions may be undertaken by the Custodian with
such Banking Institutions, including the Custodian and Subcustodian(s) as
principals, as approved and authorized by the Fund. Foreign exchange contracts
and options other than those executed with the Custodian, shall be deemed to be
portfolio securities of the Fund and the responsibilities of the Custodian
therefor shall be the same as those for demand deposit bank accounts placed with
other banks as described in Section 2L of this agreement. Upon receipt of proper
instructions, to receive and retain confirmations evidencing the purchase or
sale of a futures contract or an option on a futures contract by the Fund; to
deposit and maintain in a segregated account, for the benefit of any futures
commission merchant or to pay to such futures commission merchant, assets
designated by the fund as initial, maintenance or variation "margin" deposits
intended to secure the Fund's performance of its obligations under any futures
contracts purchased or sold or any options on futures contracts written by the
Fund, in accordance with the provisions of any agreement or agreements among any
of the Fund, the Custodian and such futures commission merchant, designated to
comply with the rules of the Commodity Futures Trading Commission and/or any
contract market, or any similar organization or organizations, regarding such
margin deposits; and to release and/or transfer assets in such margin accounts
only in accordance with any such agreements or rules.
0. Stock Loans - Upon receipt of proper instructions, to deliver securities of
the Fund, in connection with loans of securities by the Fund, to the borrower
thereof prior to receipt of the collateral, if any, for such borrowing, provided
that for stock loans secured by cash collateral the Custodian's instructions to
the Securities System require that the Securities System may deliver the
securities to the borrower thereof only upon receipt of the collateral for such
borrowing.
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P. Collections - To collect, receive and deposit in said account or accounts all
income, payments of principal and other payments with respect to the securities
held hereunder, and in connection therewith to deliver the certificates or other
instruments representing the securities to the issuer thereof or its agent when
securities are called, redeemed, retired or otherwise become payable; provided,
that the payment is to be made in such form and manner and at such time, which
may be after delivery by the Custodian of the instrument representing the
security, as is in accordance with the terms of the instrument representing the
security, or such proper instructions as the Custodian may receive, or
governmental regulations, the rules of Securities Systems or other U.S.
securities depositories and clearing agencies or, with respect to securities
referred to in clause (iii) of the last sentence of Section 2D, in accordance
with generally accepted trade practice; (ii) to execute ownership and other
certificates and affidavits for all federal and state tax purposes in connection
with receipt of income or other payments with respect to securities of the Fund
or in connection with transfer of securities, and (iii) pursuant to proper
instructions to take such other actions with respect to collection or receipt of
funds or transfer of securities which involve an investment decision.
Q. Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the Shareholder Servicing Agent
or otherwise apply funds or securities, insofar as available, for the payment of
dividends or other distributions to Fund shareholders. Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Shareholder
Servicing Agent (given by such person or persons and in such manner on behalf of
the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities, insofar as available, to the
Shareholder Servicing Agent or as such Agent shall otherwise instruct for
payment to Fund shareholders who have delivered to such Agent a request for
repurchase or redemption of their shares of capital stock of the Fund.
R. Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all forms of
proxies and all notices of meetings and any other notices or announcements
affecting or relating to securities owned by the Fund that are received by the
Custodian, and upon receipt of proper instructions, to execute and deliver or
cause its nominee to execute and deliver such proxies or other authorizations as
may be required. Neither the Custodian nor its nominee shall vote upon any of
such securities or execute any proxy to vote thereon or give any consent or take
any other action with respect thereto (except as otherwise herein provided)
unless ordered to do so by proper instructions.
S. Nondiscretionary Details - Without the necessity of express authorization
from the Fund, (1) to attend to all nondiscretionary details in connection with
the sale, exchange, substitution, purchase, transfer or other dealings with
securities, funds or other property of the Portfolio held by the Custodian
except as otherwise directed from time to time by the Directors or Trustees of
the Fund, and (2) to make payments to itself or others for minor expenses of
handling securities or other similar items relating to the Custodian's duties
under this Agreement, provided that all such payments shall be accounted for to
the Fund.
T. Bills - Upon receipt of proper instructions, to pay or cause to be paid,
insofar as funds are available for the purpose, bills, statements, or other
obligations of the Fund.
U. Deposit of Fund Assets in Securities Systems - The Custodian may deposit
and/or maintain securities owned by the Fund in (i) The Depository Trust
Company, (ii) any book-entry system as provided in Subpart 0 of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, or the book-entry
regulations of federal agencies substantially in the form of Subpart 0, or (iii)
any other domestic clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 which acts
as a securities depository and whose use the Fund has previously approved in
writing (each of the foregoing being referred to in this Agreement as a
"Securities System"). Utilization of a Securities System shall be in accordance
with applicable Federal Reserve Board and Securities and Exchange Commission
rules and regulations, if any, and subject to the following provisions:
1) The Custodian may deposit and/or maintain Fund securities, either directly or
through one or more Agents appointed by the Custodian (provided that any such
agent shall be qualified to act as a custodian of the Fund pursuant to the
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Investment Company Act of 1940 and the rules and regulations thereunder), in a
Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund which are
maintained in a Securities System shall identify by book-entry those securities
belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of the Fund
upon (i) receipt of advice from the Securities System that such securities have
been transferred to the Account, and (ii) the making of an entry on the records
of the Custodian to reflect such payment and transfer for the account of the
Fund. The Custodian shall transfer securities sold for the account of the Fund
upon (i) receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of an entry
on the records of the Custodian to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the Securities System of
transfers of securities for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian or an Agent as referred to above, and
be provided to the Fund at its request. The Custodian shall furnish the Fund
confirmation of each transfer to or from the account of the Fund in the form of
a written advice or notice and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the Securities System
for the account of the Fund on the next business day;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian or any Agent as referred to above on the Securities System's
accounting system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System; and the Custodian and such Agents
shall send to the Fund such reports on their own systems of internal accounting
control as the Fund may reasonably request from time to time.
5) At the written request of the Fund, the Custodian will terminate the use of
any such Securities System on behalf of the Fund as promptly as practicable.
V. Other Transfers - Upon receipt of proper instructions, to deliver securities,
funds and other property of the Fund to a Subcustodian or another custodian of
the Fund; and, upon receipt of proper instructions, to make such other
disposition of securities, funds or other property of the Fund in a manner other
than or for purposes other than as enumerated elsewhere in this Agreement,
provided that the instructions relating to such disposition shall include a
statement of the purpose for which the delivery is to be made, the amount of
securities to be delivered and the name of the person or persons to whom
delivery is to be made.
W. Investment Limitations - In performing its duties generally, and more
particularly in connection with the purchase, sale and exchange of securities
made by or for the Fund, the Custodian may assume unless and until notified in
writing to the contrary that proper instructions received by it are not in
conflict with or in any way contrary to any provisions of the Fund's Declaration
of Trust or Certificate of Incorporation or By-Laws (or comparable documents) or
votes or proceedings of the shareholders or Directors of the Fund. The Custodian
shall in no event be liable to the Fund and shall be indemnified by the Fund for
any violation which occurs in the course of carrying out instructions given by
the Fund of any investment limitations to which the Fund is subject or other
limitations with respect to the Fund's powers to make expenditures, encumber
securities, borrow or take similar actions affecti0ng the Fund.
X. Proper Instructions - Proper instructions shall mean a tested telex from the
Fund or a written request, direction, instruction or certification signed or
initialled on behalf of the Fund by one or more person or persons as the Board
of Directors or Trustees of the Fund shall have from time to time authorized,
provided, however, that no such instructions directing the delivery of
securities or the payment of funds to an authorized signatory of the Fund shall
be signed by such person. Those persons authorized to give proper instructions
may be identified by the Board of Directors or Trustees by name, title or
position and will include at least one officer empowered by the Board to name
other individuals who are authorized to give proper instructions on behalf of
the Fund. Telephonic or other oral instructions given by any one of the above
persons will be considered proper instructions if the Custodian reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. Oral instructions will be
confirmed by tested telex or in writing in the manner set forth above but the
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lack of such confirmation shall in no way affect any action taken by the
Custodian in reliance upon such oral instructions. The Fund authorizes the
Custodian to tape record any and all telephonic or other oral instructions given
to the Custodian by or on behalf of the Fund (including any of its officers,
Directors, Trustees, employees or agents) and will deliver to the Custodian a
similar authorization from any investment manager or adviser or person or entity
with similar reponsibilities which is authorized to give proper instructions on
behalf of the Fund to the Custodian. Proper instructions may relate to specific
transactions or to types or classes of transactions, and may be in the form of
standing instructions.
Proper instructions may include communications effected directly between
electromechanical or electronic devices or systems, in addition to tested telex,
provided that the Fund and the Custodian agree to the use of such device or
system.
Y. Segregated Account - The Custodian shall upon receipt of proper instructions
establish and maintain on its books a segregated account or accounts for and on
behalf of the Fund, into which account or accounts may be transferred cash
and/or securities of the Fund, including securities maintained by the Custodian
pursuant to Section 2U hereof, (i) in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. (or any futures commission merchant registered under
the Commodity Exchange Act) relating to compliance with the rules of the Options
Clearing Corporation and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Pund, (ii) for purposes of segregating cash
or securities in connection with options purchased, sold or written by the Fund
or commodity futures contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies, and (iv) as mutually
agreed from time to time between the Fund and the Custodian.
3. Powers and Duties of the Custodian with Respect to the Appointment of
Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold
securities, funds and other property of the Fund which are maintained outside
the United States at subcustodians appointed pursuant to the provisions of this
Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the
appointment of each Subcustodian and the subcustodian agreement to be entered
into between such Subcustodian and the Custodian, and (2) if the Subcustodian is
organized under the laws of a country other than the United States, the country
or countries in which the Subcustodian is authorized to hold securities, cash
and other property of the Fund. The Fund hereby further authorizes and instructs
the Custodian and any Subcustodian to utilize such securities depositories
located outside the United States which are approved in writing by the Fund to
hold securities, cash and other property of the Fund. Upon such approval by the
Fund, the Custodian is authorized on behalf of the Fund to notify each
Subcustodian of its appointment as such. The Custodian may, at any time in its
discretion, remove any Subcustodian that has been appointed as such but will
promptly notify the Fund of any such action.
Those Subcustodians, and the countries where and the securities depositories
through which they or the Custodian may hold securities, cash and other property
of the Fund which the Fund has approved to date are set forth on Appendix A
hereto. Such Appendix shall be amended from time to time as Subcustodians,
and/or countries and/or securities depositories are changed, added or deleted.
The Fund shall be responsible for informing the Custodian sufficiently in
advance of a proposed investment which is to be held in a country not listed on
Appendix A, in order that there shall be sufficient time for the Fund to give
the approval required by the preceding paragraph and for the Custodian to put
the appropriate arrangements in place with such Subcustodian, including
negotiation of a subcustodian agreement and submission of such subcustodian
agreement to the Fund for approval.
If the Fund shall have invested in a security to be held in a country before the
foregoing procedures have been completed, such security shall be held by such
agent as the Custodian may appoint. In any event, the Custodian shall be liable
to the Fund for the actions of such agent if and only to the extent the
Custodian shall have recovered from such agent for any damages caused the Fund
by such agent. At the request of the Fund, Custodian agrees to remove any
securities held on behalf of the Fund by such agent, if practical, to an
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<PAGE>
approved Subcustodian. Under such circumstances Custodian will collect income
and respond to corporate actions on a best efforts basis.
With respect to securities and funds held by a Subcustodian, either directly or
indirectly (including by a securities depository or clearing agency),
notwithstanding any provision of this Agreement to the contrary, payment for
securities purchased and delivery of securities sold may be made prior to
receipt of the securities or payment, respectively, and securities or payment
may be received in a form, in accordance with governmental regulations, rules of
securities depositories and clearing agencies, or generally accepted trade
practice in the applicable local market.
In the event that any Subcustodian appointed pursuant to the provisions of this
Section 3 fails to perform any of its obligations under the terms and conditions
of the applicable subcustodian agreement, the Custodian shall use its best
efforts to cause such Subcustodian to perform such obligations. In the event
that the Custodian is unable to cause such Subcustodian to perform fully its
obligations thereunder, the Custodian shall forthwith upon the Fund's request
terminate such Subcustodian in accordance with the termination provisions under
the applicable subcustodian agreement and, if necessary or desirable, appoint
another subcustodian in accordance with the provisions of this Section 3. At the
election of the Fund, it shall have the right to enforce, to the extent
permitted by the subcustodian agreement and applicable law, the Custodian's
rights against any such Subcustodian for loss or damage caused the Fund by such
Subcustodian.
The Custodian will not amend any subcustodian agreement or agree to change or
permit any changes thereunder except upon the prior written approval of the
Fund.
The Custodian may, at any time in its discretion upon notification to the Fund,
terminate any Subcustodian of the Fund in accordance with the termination
provisions under the applicable Subcustodian Agreement, and at the written
request of the Fund, the Custodian will terminate any Subcustodian in accordance
with the termination provisions under the applicable Subcustodian Agreement.
If necessary or desirable, the Custodian may appoint another subcustodian to
replace a Subcustodian terminated pursuant to the foregoing provisions of this
Section 3, such appointment to be made upon approval of the successor
subcustodian by the Fund's Board of Directors or Trustees in accordance with the
provisions of this Section 3.
In the event the Custodian receives a claim from a Subcustodian under the
indemnification provisions of any subcustodian agreement, the Custodian shall
promptly give written notice to the Fund of such claim. No more than thirty days
after written notice to the Fund of the Custodian's intention to make such
payment, the Fund will reimburse the Custodian the amount of such payment except
in respect of any negligence or misconduct of the Custodian.
4. Assistance by the Custodian as to Certain Matters: The Custodian may assist
generally in the preparation of reports to Fund shareholders and others, audits
of accounts, and other ministerial matters of like nature.
5. Powers and Duties of the Custodian with Respect to its Role as Financial
Agent: The Fund hereby also appoints the Custodian as the Funds financial agent.
With respect to the appointment as financial agent, the Custodian shall have and
perform the following powers and duties:
A. Records - To create, maintain and retain such records relating to its
activities and obligations under this Agreement as are required under the
Investment Company Act of 1940 and the rules and regulations thereunder
(including Section 31 thereof and Rules 3la-1 and 3la-2 thereunder) and under
applicable Federal and State tax laws. All such records will be the property of
the Fund and in the event of termination of this Agreement shall be delivered to
the successor custodian.
B. Accounts - To keep books of account and render statements, including interim
monthly and complete quarterly financial statements, or copies thereof, from
time to time as reasonably requested by proper instructions.
C. Access to Records - The books and records maintained by the Custodian
pursuant to Sections 5A and 5B shall at all times during the Custodian's regular
business hours be open to inspection and audit by officers of, attorneys for and
auditors employed by the Fund and by employees and agents of the Securities and
Exchange Commission, provided that all such individuals shall observe all
7
<PAGE>
security requirements of the Custodian applicable to its own employees having
access to similar records within the Custodian and such regulations as may be
reasonably imposed by the Custodian.
D. Disbursements - Upon receipt of proper instructions, to pay or cause to be
paid, insofar as funds are available for the purpose, bills, statements and
other obligations of the Fund (including but not limited to interest charges,
taxes, management fees, compensation to Fund officers and employees, and other
operating expenses of the Fund).
6. Standard of Care and Related Matters:
A. Liability of the Custodian with Respect to Proper Instructions; Evidence of
Authority, Etc. The Custodian shall not be liable for any action taken or
omitted in reliance upon proper instructions believed by it to be genuine or
upon any other written notice, request, direction, instruction, certificate or
other instrument believed by it to be genuine and signed by the proper party or
parties.
The Secretary or Assistant Secretary of the Fund shall certify to the Custodian
the names, signatures and scope of authority of all persons authorized to give
proper instructions or any other such notice, request, direction, instruction,
certificate or instrument on behalf of the Fund, the names and signatures of the
officers of the Fund, the name and address of the Shareholder Servicing Agent,
and any resolutions, votes, instructions or directions of the Fund's Board of
Directors or Trustees or shareholders. Such certificate may be accepted and
relied upon by the Custodian as conclusive evidence of the facts set forth
therein and may be considered in full force and effect until receipt of a
similar certificate to the contrary.
So long as and to the extent that it is in the exercise of reasonable care, the
Custodian shall not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered by it pursuant
to this Agreement.
The Custodian shall be entitled, at the expense of the Fund, to receive and act
upon advice of (i) counsel regularly retained by the Custodian in respect of
custodian matters, (ii) counsel for the Fund, or (iii) such other counsel as the
Fund and the Custodian may agree upon, with respect to all matters, and the with
the standard of conduct imposed under such subcustodian agreement as determined
in accordance with the law which is adjudicated to govern such agreement and in
accordance with any determination of any court as to the duties of said
Subcustodian pursuant to said agreement. The Custodian shall also be liable to
the Fund for its own negligence in transmitting any instructions received by it
from the Fund and for its own negligence in connection with the delivery of any
securities or funds held by it to any Subcustodian.
D. Standard of Care; Liability; Indemnification - The Custodian shall be held
only to the exercise of reasonable care and diligence in carrying out the
provisions of this Agreement,, provided that the Custodian shall not thereby be
required to take any action which is in contravention of any applicable law. The
Fund agrees to indemnify and hold harmless the Custodian and its nominees from
all claims and liabilities (including counsel fees) incurred or assessed against
it or its nominees in connection with the performance of this Agreement, except
such as may arise from its or its nominee's breach of the relevant standard of
conduct set forth in this Agreement. Without limiting the foregoing
indemnification obligation of the Fund, the Fund agrees to indemnify the
Custodian and any nominee in whose name portfolio securities or other property
of the Fund is registered against any liability the Custodian or such nominee
may incur by reason of taxes assessed to the Custodian or such nominee or other
costs, liability or expense incurred by the Custodian or such nominee resulting
directly or indirectly from the fact that portfolio securities or other property
of the Fund is registered in the name of the Custodian or such nominee.
It is also understood that the Custodian shall not be liable for any loss
involving any securities, currencies, deposits or other property of the Fund,
whether maintained by it, a Subcustodian, a securities depository, an agent of
the Custodian or a Subcustodian, a Securities System, or a Banking Institution,
or for any loss arising from a foreign currency transaction or contract, where
the loss results from a Sovereign Risk or where the entity maintaining such
securities, currencies, deposits or other property of the Fund, whether the
Custodian, a Subcustodian, a securities depository, an agent of the Custodian or
a Subcustodian, a Securities System or a Banking Institution, has exercised
8
<PAGE>
reasonable care maintaining such property or in connection with the transaction
involving such property. A "Sovereign Risk" shall mean nationalization,
expropriation, devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de facto or de
jure; or enactment, promulgation, imposition or enforcement by any such
governmental authority of currency restrictions, exchange controls, taxes,
levies or other charges affecting the Fund's property; or acts of war,
terrorism, insurrection or revolution; or any other act or event beyond the
Custodian's control.
E. Reimbursement of Advances - The Custodian shall be entitled to receive
reimbursement from the Fund on demand, in the manner provided in Section 7, for
its cash disbursements, expenses and charges (including the fees and expenses of
any Subcustodian or any Agent) in connection with this Agreement, but excluding
salaries and usual overhead expenses.
F. Security for Obligations to Custodian - If the Fund shall require the
Custodian to advance cash or securities for any purpose for the benefit of the
Fund, including in connection with foreign exchange contracts or options
(collectively, an "Advance"), or if the Custodian or any nominee thereof shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Agreement (collectively a
"Liability"), except such as may arise from its or such nominee's breach of the
relevant standard of conduct set forth in this Agreement, then in such event any
property at any time held for the account of the Fund by the Custodian or a
Subcustodian shall be security for such Advance or Liability and if the Fund
shall fail to repay or indemnify the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's property,
including securities, to the extent necessary to obtain reimbursement or
indemnification.
G. Appointment of Agents - The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust company
as its agent (an "Agent") to carry out such of the provisions of this Agreement
as the Custodian may from time to time direct, provided, however, that the
appointment of such Agent (other than an Agent appointed pursuant to the third
paragraph of Section 3) shall not relieve the Custodian of any of its
responsibilities under this agreement.
H. Powers of Attorney - Upon request, the Fund shall deliver to the Custodian
such proxies, powers of attorney or other instruments as may be reasonable and
necessary or desirable in connection with the performance by the Custodian or
any Subcustodian of their respective obligations under this Agreement or any
applicable subcustodian agreement.
7. Compensation of the Custodian: The Fund shall pay the Custodian a custody fee
based on such fee schedule as may from time to time be agreed upon in writing by
the Custodian and the Fund. Such fee, together with all amounts for which the
Custodian is to be reimbursed in accordance with Section 6D, shall be billed to
the Fund in such a manner as to permit payment by a direct cash payment to the
Custodian.
8. Termination; Successor Custodian: This Agreement shall continue in full force
and effect until terminated by either party by an instrument in writing
delivered or mailed, postage prepaid, to the other party, such termination to
take effect not sooner than seventy five (75) days after the date of such
delivery or mailing. In the event of termination the Custodian shall be entitled
to receive prior to delivery of securities, funds and other property held by it
all accrued fees and unreimbursed expenses tha paymant of which is comtemplated
by Section 6D and 7, upon receipt by the Fund of a statement setting forth such
fees and expenses.
In the event of the appointment of a successor custodian, it is agreed that the
funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the Fund in execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian for the Custodian under this Agreement.
9. Amendment: This Agreement constitutes the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof. No provision of
this Agreement may be amended or terminated except by a statement in writing
signed by the party against which enforcement of the amendment or termination is
sought.
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In connection with the operation of this Agreement, the Custodian and the Fund
may agree in writing from time to time on such provisions interpretative of or
in addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. No interpretative or
additional provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Agreement.
The section headings in this Agreement are for the convenience of the parties
and in no way alter, amend, limit or restrict the contractual obligations of the
parties set forth in this Agreement.
10. Governing Law: This instrument is executed and delivered in The Commonwealth
of Massachusetts and shall be governed by and construed according to the laws of
said Commonwealth.
11. Notices: Notices and other writings delivered or mailed postage prepaid to
the Fund addressed to the Fund at 60 State Street, Boston, Massachusetts 02109
or to such other address as the Fund may have designated to the Custodian in
writing, or to the Custodian at 40 Water Street, Boston, Massachusetts 02109,
Attention: Manager, Securities Department, or to such other address as the
Custodian may have designated to the Fund in writing, shall be deemed to have
been properly delivered or given hereunder to the respective addressee.
12. Binding Effect: This Agreement shall be binding on and shall inure to the
benefit of the Fund and the Custodian and their respective successors and
assigns, provided that neither party hereto may assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of the
other party.
13. Counterparts: This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original. This Agreement shall become effective
when one or more counterparts have been signed and delivered by each of the
parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and behalf on the day and year first above written.
PIONEER MONEY MARKET TRUST BROWN BROTHERS HARRIMAN & CO.
On Behalf of Pioneer Cash
Reserves Fund
BY _______________________ PER PRO
--------------------
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<PAGE>
INVESTMENT COMPANY SERVICE AGREEMENT
March 31, 1995
Pioneer Money Market Trust, a Delaware business trust with its
principal place of business at 60 State Street, Boston, Massachusetts 02109
("Customer") and Pioneering Services Corporation, a Massachusetts corporation
("PSC"), hereby agree as follows:
1. SERVICES TO BE PROVIDED BY PSC. During the term of this Agreement, PSC
will provide to each series of shares of beneficial interest (the "Series") of
Customer, which may be established, from time to time (the "Account"), with the
services described in Exhibits A, B, C and D (collectively, the "Exhibits") that
are attached hereto and incorporated herein by reference. It is understood that
PSC may subcontract any of such services to one or more firms designated by PSC,
provided that PSC (i) shall be solely responsible for all compensation payable
to any such firm and (ii) shall be liable to Customer for the acts or omissions
of any such firm to the same extent as PSC would be liable to Customer with
respect to any such act or omission hereunder.
2. EFFECTIVE DATE. This Agreement shall become effective on the date that
Pioneer Money Market Trust, a Massachusetts business trust, is reorganized into
Pioneer Money Market Trust, a Delaware business trust (the "Effective Date") and
shall continue in effect until it is terminated in accordance with Section 11
below.
3. DELIVERY, VERIFICATION AND RECEIPT FOR DATA AND ASSETS. Prior to the
Effective Date, Customer agrees to deliver to PSC all such documentation, data
and materials as PSC may reasonably prescribe to enable it to perform the
services contemplated by this Agreement. If PSC so requests, Customer agrees to
confirm the accuracy of any starting records of Customer's assets and accounts
produced from PSC's computer or held in other recording systems. In the event
Customer does not, prior to the Effective Date, comply fully with any of the
foregoing provisions of this Section 3, the date for commencement of PSC's
services hereunder may be postponed by PSC until such compliance has taken
place.
Customer shall, from time to time, while this Agreement is in
effect deliver all such materials and data as may be necessary or desirable to
enable PSC to perform its services hereunder, including without limitation,
those described in Section 12 hereof.
4. REPORTS AND MAINTENANCE OF RECORDS BY PSC. PSC will furnish to Customer
and to properly authorized auditors, examiners, distributors, dealers,
underwriters, salesmen, insurance companies, investors, and others designated by
Customer in writing, such books, any and all records and reports at such times
as are prescribed for each service in the Exhibits attached hereto. Customer
agrees to examine or to ask any other authorized recipient to examine each such
report or copy promptly and will report or cause to be reported any errors or
discrepancies therein of which Customer then has any knowledge. PSC may at its
option at any time, and shall forthwith upon Customer's demand, turn over to
Customer and cease to retain in PSC's files, any and all records and documents
created and maintained by PSC pursuant to this Agreement which are no longer
needed by PSC in the performance of its services or for its protection.
If not so turned over to Customer, such documents and reports will
be retained by PSC for six years from the year of creation, during the first two
of which the same will be in readily accessible form. At the end of six years,
such records and documents, will be turned over to Customer by PSC unless
Customer authorizes their destruction.
5. PSC'S DUTY OF CARE. PSC shall at all time use reasonable care and act in
good faith in performing its duties hereunder. PSC shall incur no liability to
Customer in connection with its performance of services hereunder except to the
extent that it does not comply with the foregoing standards.
PSC shall at all times adhere to various procedures and systems
consistent with industry standards in order to safeguard Customer's checks,
records and other data from loss or damage attributable to fire or theft. PSC
shall maintain insurance adequate to protect against the costs of reconstructing
checks, records and other data in the event of such loss and shall notify
Customer in the event of a material adverse change in such insurance coverage.
In the event of damage or loss occurring to Customer's records or data such that
<PAGE>
PSC is unable to meet the terms of this Agreement, PSC shall transfer all
records and data to a transfer agent of Customer's choosing upon Customer's
written authorization to do so.
Without limiting the generality of the foregoing, PSC shall not be
liable or responsible for delays or errors occurring by reason of circumstances
beyond its control including acts of civil, military or banking authority,
national emergencies, labor difficulties, fire, flood or other catastrophes,
acts of God, insurrection, war, riots, failure of transportation, communication
or power supply.
6. CONFIDENTIALITY. PSC will keep confidential all records and information
provided by Customer or by the shareholders of the Account to PSC, except to the
extent disclosures are required by this Agreement, are required by the
Customer's Prospectus and Statement of Additional Information, or are required
by a valid subpoena or warrant issued by a court of competent jurisdiction or by
a state or federal agency or governmental authority.
7. CUSTOMER INSPECTION. Upon reasonable notice, in writing signed by
Customer, PSC shall make available, during regular business hours, all records
and other data created and maintained pursuant to this Agreement for reasonable
audit and inspection by Customer or Customer's agents, including reasonable
visitation by Customer or Customer's agent, including inspecting PSC's operation
facilities. PSC shall not be liable for injury to or responsible in any way for
the safety of any individual visiting PSC's facilities under the authority of
this section. Customer will keep confidential and will cause to keep
confidential all confidential information obtained by its employees or agents or
any other individual representing Customer while on PSC's premises. Confidential
information shall include (1) any information of whatever nature regarding PSC's
operations, security procedures, and data processing capabilities, (2) financial
information regarding PSC, its affiliates, or subsidiaries, and (3) any
information of whatever kind or description regarding any customer of PSC, its
affiliates or subsidiaries.
8. RELIANCE BY PSC ON INSTRUCTIONS AND ADVICE; INDEMNITY. PSC shall be
entitled to seek advice of Customer's legal counsel with respect to PSC's
responsibilities and duties hereunder and shall in no event be liable to
Customer for any action taken pursuant to such advice, except to the extent that
Customer's legal counsel determines in its sole discretion that the rendering of
advice to PSC would result in a conflict of interest.
Whenever PSC is authorized to take action hereunder pursuant to
proper instructions from Customer, PSC shall be entitled to rely upon any
certificate, letter or other instrument or telephone call reasonably believed by
PSC to be genuine and to have been properly made or signed by an officer or
other authorized agent of Customer, and shall be entitled to receive as
conclusive proof of any fact or matter required to be ascertained by it
hereunder a certificate signed by an officer of Customer or any other person
authorized by Customer's Board of Trustees.
Subject to the provisions of Section 13 of this Agreement,
Customer agrees to indemnify and hold PSC, its employees, agents and nominees
harmless from any and all claims, demands, actions and suits, whether groundless
or otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to PSC's action or non-action
upon information, instructions or requests given or made to PSC by Customer with
respect to the Account.
Notwithstanding the above, whenever Customer may be asked to
indemnify or hold PSC harmless, Customer shall be advised of all pertinent facts
arising from the situation in question. Additionally, PSC will use reasonable
care to identify and notify Customer promptly concerning any situation which
presents, actually or potentially, a claim for indemnification against Customer.
Customer shall have the option to defend PSC against any claim for which PSC is
entitled to indemnification from Customer under the terms hereof, and in the
event Customer so elects, it will notify PSC and, thereupon, Customer shall take
over complete defense of the claim and PSC shall sustain no further legal or
other expenses in such a situation for which indemnification shall be sought or
entitled. PSC may in no event confess any claim or make any compromise in any
case in which Customer will be asked to indemnify PSC except with Customer's
prior written consent.
9. MAINTENANCE OF DEPOSIT ACCOUNTS. PSC shall maintain on behalf of
Customer such deposit accounts as are necessary or desirable from time to time
to enable PSC to carry out the provisions of this Agreement.
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10. COMPENSATION AND REIMBURSEMENT TO PSC. For the services rendered by PSC
under this Agreement, Customer agrees to pay an annual fee of $ per account to
PSC, such fee to be payable in equal monthly installments. In addition, Customer
shall reimburse PSC monthly for out-of-pocket expenses such as postage, forms,
envelopes, checks, "outside" mailings, telephone line and other charges,
mailgrams, mail insurance on certificates and data processing file recovery
insurance.
11. TERMINATION. Either PSC or Customer may at any time terminate this
Agreement by giving 90 days' prior written notice to the other.
After the date of termination, for so long as PSC in fact
continues to perform any one or more of the services contemplated by this
Agreement or any exhibit hereto, the provisions of this Agreement, including
without limitation the provisions of Section 8 dealing with indemnification,
shall where applicable continue in full force and effect.
12. REQUIRED DOCUMENTS. Customer agrees to furnish to PSC prior to the
Effective Date the following (to the extent not previously provided):
A. Two (2) copies of the Agreement and Declaration of Trust of Customer,
and of any amendments thereto, certified by an officer of the
Customer.
B. Two (2) copies of the following documents, currently certified by the
Secretary of Customer:
a. Customer's By-laws and any amendment thereto.
b. Certified copies of resolutions of Customer's Board of Trustees
covering the following matters.
(1) Approval of this Agreement.
(2) Authorization of specified officers of Customers to instruct
PSC hereunder (if different from other officers of Customer
previously specified by Customer as to other Customer
accounts being serviced by PSC).
C. List of all officers of Customer together with specimen signatures of
those officers who are authorized to sign share certificates and to
instruct PSC in all other matters.
D. Two (2) copies of the following:
a. Prospectus
b. Statement of Additional Information
c. Management Agreement
d. Registration Statement
E. Opinion of counsel for Customer as to the due authorization by and
binding effect of this Agreement on Customer, the applicability of the
Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, and the approval by such public authorities as may
be prerequisite to lawful sale and deliver in the various states.
F. Amendments to, and changes in, any of the foregoing forthwith upon
such amendments and changes being available, but in no case later than
the effective date.
13. INDEMNIFICATION. The parties to this Agreement acknowledge and agree
that all liabilities arising, directly or indirectly, under this Agreement, of
any and every nature whatsoever, including without limitation, liabilities
arising in connection with any agreement of Customer or its Trustees set forth
herein to indemnify any party to this Agreement or any other person, shall be
satisfied out of the assets of the Account first and then of Customer and that
no Trustee, officer or holder of shares of beneficial interest of Customer shall
be personally liable for any of the foregoing liabilities. Customer's Agreement
and Declaration of Trust, dated March 7, 1995, describes in detail the
respective responsibilities and limitations on liability of the Trustees,
officers, and holders of shares of beneficial interest of Customer.
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14. MISCELLANEOUS. In connection with the operation of this Agreement, PSC
and Customer may agree from time to time on such provisions interpretive of or
in addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions are to be signed by both parties and annexed hereto, but
no such provision shall contravene any applicable Federal and state law or
regulation, and no such provision shall be deemed to be an amendment of this
Agreement.
This Agreement shall be construed in accordance with the laws of
The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, Customer and PSC have caused this Agreement to
be executed in their respective names by their respective officers thereunto
duly authorized as of the date first written above.
ATTEST: PIONEERING SERVICES CORPORATION
/s/ Joseph P. Barri /s/ William H. Smith, Jr.
-------------------------- -----------------------------
Joseph P. Barri, Clerk William H. Smith, Jr.
President
PIONEER MONEY MARKET TRUST
/s/ Joseph P. Barri /s/ John F. Cogan, Jr.
-------------------------- -----------------------------
Joseph P. Barri, Secretary John F. Cogan, Jr.
President
<PAGE>
EXHIBIT A - TO INVESTMENT COMPANY SERVICE AGREEMENT
Shareholder Account Service:
As Servicing Agent for fund accounts and in accordance with the provisions of
the standard fund application and Customer's prospectus, PSC will:
1. Open, maintain and close accounts.
2. Purchase shares for the shareholder.
3. Out of the money received in payment for sales of Customer's shares
pay to the Customer's custodian the net asset value per share and pay
to the underwriter and to the dealer their commission, if any, on a
bimonthly basis.
4. Redeem shares by systematic withdrawal orders. (See Exhibit B)
5. Issue share certificates, upon instruction, resulting from withdrawals
from share accounts (It is the policy of PSC to issue share
certificates only upon request of the shareholder). Maintain records
showing name, address, certificate numbers and number of shares.
6. Deposit certificates to shareholder accounts when furnished with such
documents as PSC deems necessary to authorize the deposit.
7. Reinvest or disburse dividends and other distributions upon direction
of shareholder.
8. Establish the proper registration of ownership of shares.
9. Pass upon the adequacy of documents submitted by a shareholder or his
legal representative to substantiate the transfer of ownership of
shares from the registered owner to transferees.
10. Make transfers from time to time upon the books of the Customer in
accordance with properly executed transfer instructions furnished to
PSC.
11. Upon receiving appropriate detailed instructions and written materials
prepared by Customer and, where applicable, proxy proofs checked by
Customer, mail shareholder reports, proxies and related materials of
suitable design for automatic enclosing, receive and tabulate executed
proxies, and furnish an annual meeting list of shareholders when
required.
12. Respond to shareholder inquiries in a timely manner.
13. Maintain dealer and salesperson records.
14. Maintain and furnish to Customer such shareholder information as
Customer may reasonably request for the purpose of compliance by
Customer with the applicable tax and securities law of various
jurisdictions.
15. Mail confirmations of transactions to shareholders in a timely
fashion.
16. Provide Customer with such information regarding correspondence as
well as enable Customer to comply with related N-SAR requirements.
17. Maintain continuous proof of the outstanding shares of Customer.
18. Solicit taxpayer identification numbers.
19. Provide data to enable Customer to file abandoned property reports for
those accounts that have been indicated by the Post Office to be not
at the address of record with no forwarding address.
20. Maintain bank accounts and reconcile same on a monthly basis.
<PAGE>
21. Provide management information reports on a quarterly basis to
Customer's Board of Trustees/Directors outlining the level of service
provided.
22. Provide sale/statistical reporting for purposes of providing fund
management with information to maximizing the return to shareholders.
<PAGE>
EXHIBIT B - TO INVESTMENT COMPANY SERVICE AGREEMENT
Redemption Service:
In accordance with the provisions of the Customer's Prospectus, as servicing
agent for the redemptions, PSC will:
1. Where applicable, establish accounts payable based on information
furnished to PSC on behalf of Customer (i.e., copies of trade
confirmations and other documents deemed necessary or desirable by PSC
on the first business day following the trade date).
2. Receive for redemption either:
a. Share certificates, supported by appropriate documentation; or
b. Written or telephone authorization (where no share certificates
are issued).
3. Verify there are sufficient available shares in an account to cover
redemption requests.
4. Transfer the redeemed or repurchased shares to Customer's treasury
share account or, if applicable, cancel such shares for retirement.
5. Pay the applicable redemption or repurchase price to the shareholder
in accordance with Customer's Prospectus and Declaration of Trust on
or before the seventh calendar day succeeding any receipt of
certificates or requests for redemption or repurchase in "good order"
as defined in the Prospectus.
6. Notify Customer and the underwriter on behalf of Customer of the total
number of shares presented and covered by such requests within a
reasonable period of time following receipt.
7. Promptly notify the shareholder if any such certificate or request for
redemption or repurchase is not in "good order" together with notice
of the documents required to comply with the good order standards.
Upon receipt of the necessary documents PSC shall effect such
redemption at the net asset value applicable at the date and time of
receipt of such documents.
8. Produce periodic reports of unsettled items, if any.
9. Adjust unsettled items, if any, relative to dividends and
distributions.
10. Report to Customer any late redemptions which must be included in
Customer's N-SAR.
<PAGE>
EXHIBIT C - TO INVESTMENT COMPANY SERVICE AGREEMENT
Exchange Service:
1. Receive and process exchanges in accordance with a duly executed
exchange authorization. PSC will redeem existing shares and use the
proceeds to purchase new shares. Shares of Customer purchased directly
or acquired through reinvestment of dividends on such shares may be
exchanged for shares of other Pioneer funds (which funds have sales
charges) only by payment of the applicable sales charge, if any, as
described in Customer's Prospectus. Shares of Customer acquired by
exchange and through reinvestment of dividends on such shares may be
re-exchanged to another Pioneer fund at their respective net asset
values.
2. Make authorized deductions of fees, if any.
3. Register new shares identically with the shares surrendered for
exchange. Mail new shares certificates, if requested, or an account
statement confirming the exchange by first class mail to the address
of record.
4. Maintain a record of unprocessed exchanges and produce a periodic
report.
<PAGE>
EXHIBIT D - TO INVESTMENT COMPANY SERVICE AGREEMENT
Income Accrual and Disbursing Service:
1. Distribute income dividends and/or capital gain distributions, either
through reinvestment or in cash, in accordance with shareholder
instructions.
2. On the mailing date, Customer shall make available to PSC collected
funds to make such distribution.
3. Adjust unsettled items relative to dividends and distribution.
4. Reconcile dividends and/or distributions with Customer.
5. Prepare and file annual Federal and State information returns of
distributions and, in the case of Federal returns, mail information
copies to shareholders and report and pay Federal income taxes
withheld from distributions made to non-resident aliens.
<PAGE>
March 23, 1995
Pioneer Money Market Trust
60 State Street
Boston, Massachusetts 02109
Re: Pioneer Money Market Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel to Pioneer Money
Market Trust, a Delaware business trust (the "Trust"), in connection with
certain matters relating to the formation of the Trust and the issuance of
Shares of beneficial interest in the Trust. Capitalized terms used herein and
not otherwise herein defined are used as defined in the Agreement and
Declaration of Trust of the Trust dated March 7, 1995 (the "Governing
Instrument").
In rendering this opinion, we have examined copies of the
following documents, each in the form provided to us: the Certificate of Trust
of the Trust as filed in the Office of the Secretary of State of the State of
Delaware (the "Recording Office") on March 7, 1995 (the "Certificate"); the
Governing Instrument; the By-laws of the Trust; certain resolutions of the
Trustees of the Trust; an Adoption Of And Amendment To Notification Of
Registration to be filed with the Securities and Exchange Commission on March
28, 1995 by which the Trust will adopt the Notification of Registration Filed
Pursuant to Section 8(a) of the Investment Company Act of 1940 on Form N-8A of
Pioneer Money Market Trust, a Massachusetts business trust; Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A of Pioneer Money
Market Trust, a Massachusetts business trust, by which the Trust will adopt such
Registration Statement to be filed with the Securities and Exchange Commission
on March 28, 1995 (the "Post-Effective Amendment"); and a certification of good
standing of the Trust obtained as of a recent date from the Recording Office. In
such examinations, we have assumed the genuineness of all signatures, the
conformity to original documents of all documents submitted to us as copies or
drafts of documents to be executed, and the legal capacity of natural persons to
complete the execution of documents. We have further assumed for the purpose of
this opinion: (i) the due
<PAGE>
Pioneer Money Market Trust
March 23, 1995
Page 2
authorization, execution and delivery by, or on behalf of, each of the parties
thereto of the above-referenced instruments, certificates and other documents,
and of all documents contemplated by the Governing Instrument, the By-laws and
applicable resolutions of the Trustees to be executed by investors desiring to
become Shareholders; (ii) the payment of consideration for Shares, and the
application of such consideration, as provided in the Governing Instrument, and
compliance with the other terms, conditions and restrictions set forth in the
Governing Instrument and all applicable resolutions of the Trustees of the Trust
in connection with the issuance of Shares (including, without limitation, the
taking of all appropriate action by the Trustees to designate Series of Shares
and the rights and preferences attributable thereto as contemplated by the
Governing Instrument); (iii) that appropriate notation of the names and
addresses of, the number of Shares held by, and the consideration paid by,
Shareholders will be maintained in the appropriate registers and other books and
records of the Trust in connection with the issuance, redemption or transfer of
Shares; (iv) that no event has occurred subsequent to the filing of the
Certificate that would cause a termination or reorganization of the Trust under
Section 4 or Section 5 of Article IX of the Governing Instrument; (v) that the
activities of the Trust have been and will be conducted in accordance with the
terms of the Governing Instrument and the Delaware Business Trust Act, 12 Del.
C. ss.ss. 3801 et seq. (the "Delaware Act"); and (vi) that each of the documents
examined by us is in full force and effect and has not been modified,
supplemented or otherwise amended. No opinion is expressed herein with respect
to the requirements of, or compliance with, federal or state securities or blue
sky laws. Further, we express no opinion on the sufficiency or accuracy of any
registration or offering documentation relating to the Trust or the Shares. As
to any facts material to our opinion, other than those assumed, we have relied
without independent investigation on the above-referenced documents and on the
accuracy, as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
1. The Trust is a duly organized and validly existing
business trust in good standing under the laws of the State of Delaware.
2. The Shares of each of the following Series of the Trust,
when issued to Shareholders of such Series in accordance with the terms,
conditions, requirements and procedures set forth in the Governing Instrument,
will constitute legally issued, fully paid and non-assessable Shares of
beneficial interest in the Trust:
<PAGE>
Pioneer Money Market Trust
March 23, 1995
Page 3
Pioneer Cash Reserves Fund; Pioneer U.S. Government Money Fund; and Pioneer
Tax-Free Money Fund.
3. Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will be entitled to
the same limitation of personal liability as that extended to stockholders of
private corporations for profit organized under the general corporation law of
the State of Delaware; provided, however, that we express no opinion with
respect to the liability of any Shareholder who is, was or may become a named
Trustee of the Trust. Neither the existence nor exercise of the voting rights
granted to Shareholders under the Governing Instrument will, of itself, cause a
Shareholder to be deemed a trustee of the Trust under the Delaware Act.
Notwithstanding the foregoing or the opinion expressed in paragraph 2 above, we
note that, pursuant to Section 2 of Article VIII of the Governing Instrument,
the Trustees have the power to cause Shareholders, or Shareholders of a
particular Series, to pay certain custodian, transfer, servicing or similar
agent charges by setting off the same against declared but unpaid dividends or
by reducing Share ownership (or by both means).
We understand that the Trust is currently in the process of
registering or qualifying Shares in various states, and we hereby consent to the
filing of a copy of this opinion with the securities administrators of such
states and with the Securities and Exchange Commission as part of the
Post-Effective Amendment. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as provided in this
paragraph, the opinion set forth above is expressed solely for the benefit of
the addressee hereof and may not be relied upon by, or filed with, any other
person or entity for any purpose without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 3, 1995 (and to all references to our firm) included in or made a
part of the Pioneer Money Market Trust Post-Effective Amendment No. 11 to
Registration Statement File No. 33-13179 and Amendment No. 12 to Registration
Statement File No. 811-5099.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 27, 1995
FELLOW SHAREOWNERS,
We are pleased to present this annual report covering the progress and
performance of Pioneer's three money market funds: Pioneer Cash Reserves
Fund, Pioneer U.S. Government Money Fund and Pioneer Tax-Free Money Fund.
The 12 months ended December 31, 1994 proved to be a positive period for
shareowners in any one of Pioneer's money funds. Two events deserve par-
ticular notice. First, we would like to welcome former Pioneer Money Mar-
ket Account shareowners who, on June 23, 1994, voted in favor of the
Fund's merger with Pioneer Cash Reserves Fund. Plus, as you've seen, money
market fund yields in 1994 were higher than they've been in some time --
again making money funds a good "parking place" for cash, especially for
investors looking to avoid the volatility that occurred in the stock and
bond markets in 1994.
RISING INTEREST RATES, RISING YIELDS
Over the five years prior to 1994, short-term interest rates had declined
to historic lows as the Federal Reserve Board (the Fed) worked to encour-
age economic spending and growth. But in October 1993, rates bottomed out
when it appeared the economy was growing too fast. Gross Domestic Product
(GDP), expected to be 3-4% for the last quarter of 1993, was revised in
the first quarter of 1994 to 7%. This sudden rise in GDP prodded the Fed
to raise interest rates in hopes of slowing spending and economic growth,
and to avoid inflation.
In 1994, the Fed raised short-term interest rates six times. The first
hike came on February 4, when the federal funds rate (the interest rate
that banks charge each other for overnight loans) jumped from 3.00% to
3.25%. The last increase of the year came on November 15, 1994, and moved
short- term interest rates to a three-year high of 5.5%. Since money fund
yields tend to mirror the rise and fall of short-term interest rates, the
Fed's rate increases sent the Funds' yields climbing.
Looking into 1995, recent data indicate that continued economic growth has
not yet resulted in inflation. If growth continues, the Fed remains will-
ing to take action by raising short-term interest rates. This should be
good news for money fund investors.
HOW YOUR FUND PERFORMED
We are pleased to present the following results for Pioneer Cash Reserves
Fund, Pioneer U.S. Government Money Fund and Pioneer Tax-Free Money Fund.
In 1994, all three funds provided a steady stream of income while adhering
to their objective of maintaining a $1 share price. Preserving capital and
providing high current income by investing in high-quality securities re-
mains each Fund's objective as we move into 1995.
PIONEER CASH RESERVES FUND invests in high- quality money market instru-
ments issued by the U.S. government, corporations and banks to provide
shareowners with high current income and to preserve capital.
As of December 31, 1994:
* Shareowners had received total distributions of $0.035 per share over
the past 12 months.
* Net 7-day annualized yield was 4.93%, compared to 2.51% one year
earlier.
* The 7-day effective yield (taking into account the compounding of daily
dividends) was 5.05%, up from 2.54% on December 31, 1993.
* 91% of the Fund's portfolio was invested in commercial paper, with the
remaining 9% in U.S. government agency obligations.
* Average portfolio maturity was 27 days, versus 43 days on December 31,
1993.
We shortened the Fund's average portfolio maturity to take advantage of
rising interest rates -- a strategy we will continue as long as we see
short-term interest rates rising. Again this year, the Fund bought only
issues given the highest rating (A1/P1) by Standard & Poor's and Moody's
rating organizations.
PIONEER U.S. GOVERNMENT MONEY FUND invests in U.S. government and agency
obligations to provide high current income and to preserve capital. Gener-
ally, the Fund's income is free from state and local taxes.
As of December 31, 1994:
* Shareowners had received total distributions of $0.036 per share over
the past 12 months.
* Net 7-day annualized yield was 5.01%, compared to 2.64% one year
earlier.
* The 7-day effective yield (taking into account the compounding of daily
dividends) was 5.13%, up from 2.68% on December 31, 1993.
* 100% of the Fund's portfolio was invested in U.S. government agency ob-
ligations.
* Average portfolio maturity was 32 days, versus 46 days on December 31,
1993.
To benefit from rising interest rates, we shortened the Fund's average
portfolio maturity. As usual,
the Fund invested in only the highest quality issues -- those of the U.S.
Treasury and government agencies.
PIONEER TAX-FREE MONEY FUND invests in short- term municipal securities to
provide income free from federal income taxes and to preserve capital.
As of December 31, 1994:
* Shareowners had received total distributions of $0.024 per share over
the past 12 months.
* Net 7-day annualized yield was 4.66%, compared to 2.64% one year ear-
lier.
* The 7-day effective yield (taking into account the compounding of daily
dividends) was 4.77%, up from 2.67% on December 31, 1993.
* 97% of the Fund's portfolio was invested in a variety of variable rate
securities, with 3% in tax-free commercial paper.
* Average portfolio maturity was 4 days, versus 12 days on December 31,
1993.
Your Fund's 4.77% 7-day effective yield looks even more rewarding when you
look at its taxable equivalents.
<TABLE>
<CAPTION>
FEDERAL TAXABLE
TAX BRACKET EQUIVALENT YIELD
<S> <C>
39.6% 7.83%
36% 7.39%
31% 6.86%
28% 6.57%
</TABLE>
Finally, throughout the year, the Fund held to its strategy of investing
in very short-term, high quality securities.
The following pages present audited financial statements and schedules of
portfolio holdings at the period's end. If you have any questions about
your investment in Pioneer Cash Reserves Fund, Pioneer U.S. Government
Money Fund or Pioneer Tax-Free Money Fund, please consult your investment
representative, or call Pioneer at 1-800-225- 6292.
Respectfully submitted,
John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President,
Pioneer Money Market Trust
February 15, 1995
The Funds are currently waiving all or a portion of their management fees
and/or expenses. Otherwise 7-day annualized yields would have been: 4.64%
for Pioneer Cash Reserves Fund, 4.24% for Pioneer U.S. Government Money
Fund and 1.56% for Pioneer Tax-Free Money Fund.
Past performance does not guarantee future results. Investment returns
will fluctuate, and there can be no guarantee that the Funds will be able
to maintain a stable net asset value of $1.00 per share. An investment in
the Funds is neither insured nor guaranteed by the U.S. government.
SCHEDULE OF INVESTMENTS -- PIONEER CASH RESERVES FUND -- DECEMBER 31, 1994
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT INVESTMENTS IN SECURITIES VALUE
<S> <C> <C>
COMMERCIAL PAPER -- 90.9%
$2,451,000 American Express Credit Corp., 5.80%, due 01/05/95 $ 2,450,210
2,400,000 American General Finance Corp, 5.80%, due 02/22/95 2,380,667
6,420,000 American Telephone and Telegraph Co., 5.22%, due 01/11/95 6,412,553
3,500,000 Ameritech Corp., 5.50%, due 02/15/95 3,476,798
5,000,000 Amoco Credit Corp., 5.83%, due 01/25/95 4,982,186
2,500,000 Amoco Credit Corp,, 5.95%, due 01/06/95 2,498,761
3,375,000 Associates Corp. of North America, 5.70%, due 01/12/95 3,370,191
5,000,000 Bankers Trust New York Corp., 5.58%, due 02/06/95 4,973,650
5,040,000 Bell Atlantic, 5.87%, due 01/27/95 5,020,277
3,000,000 Bell South, 5.54%, due 02/10/95 2,982,457
1,800,000 Beneficial Corp., 5.75%, due 02/14/95 1,787,925
6,335,000 Commercial Credit Corp., 5.43%, due 01/23/95 6,335,000
4,760,000 Coca-Cola Co., 5.67%, due 01/13/95 4,752,503
5,500,000 CoreStates Financial Corp., 5.75%, due 02/16/95 5,461,347
6,971,000 Dupont (E.I.) De Nemours & Co., 5.77%, due 01/26/95 6,945,302
5,000,000 Eli Lilly & Co., 5.75%, due 01/20/95 4,986,424
2,046,000 Exxon Asset Management Co., 5.82%, due 01/05/95 2,045,339
3,670,000 Florida Power Corp., 5.63%, due 01/13/95 3,664,261
2,100,000 Ford Motor Credit Co., 5.45%, due 01/10/95 2,097,775
1,380,000 Ford Motor Credit Co., 5.90%, due 01/05/95 1,379,548
6,520,000 General Electric Capital Corp., 5.48%, due 01/24/95 6,520,000
5,000,000 Golden Peanut Co., 5.25%, due 01/17/95 4,989,791
5,000,000 Household Finance Corp., 6.125%, due 03/02/95 4,950,660
5,350,000 John Deere Capital, 5.80%, due 02/21/95 5,307,765
2,000,000 NBD Bancorp Inc., 5.34%, due 01/23/95 1,994,067
3,000,000 Paccar Financial Corp., 5.60%, due 02/09/95 2,982,733
5,000,000 Penney (J.C.) Funding Corp., 5.47%, due 01/04/95 4,999,240
6,000,000 Pepsico Inc., 5.60%, due 02/08/95 5,966,400
3,000,000 Pitney Bowes Credit Corp., 5.58%, due 01/18/95 2,993,025
3,000,000 Pitney Bowes Credit Corp., 5.85%, due 01/31/95 2,986,350
5,787,000 Prudential, 5.45%, due 01/31/95 5,762,470
5,000,000 Raytheon Co., 5.92%, due 01/06/95 4,997,533
7,600,000 Republic New York Bank, 5.61%, due 01/24/95 7,575,129
5,000,000 Safeco Credit Co., 5.47%, due 01/09/95 4,995,442
2,000,000 Southwestern Bell Capital Corp., 5.53%, due 01/06/95 1,999,078
3,400,000 U.S. West Communications, Inc., 5.80%, due 02/03/95 3,383,019
4,000,000 Xerox Corp., 5.84%, due 01/30/95 3,982,480
3,000,000 Xerox Corp., 5.90%, due 01/20/95 2,991,642
$ 157,379,998
U.S. GOVERNMENT AGENCIES -- 8.6%
5,000,000 Federal Farm Credit Bank, 5.0%, due 01/03/95 $ 5,000,000
5,000,000 Federal Farm Credit Bank, 5.38%, due 02/01/95 5,000,000
5,000,000 Federal Farm Credit Bank, 5.66%, due 03/01/95 5,000,000
$ 15,000,000
TOTAL INVESTMENTS, AT VALUE -- 99.5% $172,379,998
ALL OTHER ASSETS, LESS LIABILITIES -- 0.5% 815,206
NET ASSETS -- 100% $173,195,204
</TABLE>
The accompanying notes are an integral part of these financial statements.
PIONEER CASH RESERVES FUND
BALANCE SHEET -- DECEMBER 31, 1994
<TABLE>
<S> <C>
ASSETS:
Investments, at value based on amortized cost (see Schedule of
Investments and Note 1) $172,379,998
Receivables --
Trust shares sold 1,479,596
Interest 273,955
Other 30,350
Total assets $174,163,899
LIABILITIES:
Payables --
Trust shares repurchased $ 714,938
Dividends 21,977
Due to Bank 67,308
Accrued expenses --
Management fees (Note 3) 12,611
Other (Notes 3, 4 and 5) 151,861
Total liabilities $ 968,695
NET ASSETS:
Trust shares (unlimited number of shares authorized), amount paid in
on 173,470,628 shares outstanding $173,470,628
Accumulated realized loss on investments (Note 2) (275,424)
Total net assets (offering and redemption price of $1.00 per share) $173,195,204
</TABLE>
PIONEER CASH RESERVES FUND
STATEMENT OF OPERATIONS -- FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C>
INVESTMENT INCOME (NOTE 1):
Interest income $5,315,660
EXPENSES:
Management fees (Note 3) $ 464,522
Transfer fees (Note 4) 320,496
Printing 5,276
Professional fees 27,777
Fees and expenses of nonaffiliated trustees 6,473
Accounting expenses 41,481
Custodian fees 27,365
Registration fees 39,080
Distribution fees (Note 5) 165,050
Miscellaneous expenses 19,501
Total expenses $1,117,021
Less management fees waived by Pioneering Management Corporation (Note
3) 250,479
Net expenses $ 866,542
Net investment income $4,449,118
Net realized loss on investments (Note 2) (275,424)
Net increase in net assets resulting from operations $4,173,694
</TABLE>
The accompanying notes are an integral part of these financial statements.
PIONEER CASH RESERVES FUND
STATEMENTS OF CHANGES IN NET ASSETS --
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
FROM OPERATIONS:
Net investment income $ 4,449,118 $ 1,406,533
Net realized loss on investments (275,424) --
Net increase in net assets resulting from operations $ 4,173,694 $ 1,406,533
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ($0.034 and $0.024, respectively) $ (4,449,118) $ (1,406,533)
FROM TRUST SHARE TRANSACTIONS (AT $1.00 PER SHARE):
Net proceeds from sale of shares $ 510,388,826 $ 139,187,356
Net asset value of shares issued to shareholders in reinvestment of
dividends 4,140,612 1,300,695
Cost of shares repurchased (405,899,999) (134,744,158)
Net increase in net assets resulting from trust share transac-
tions $ 108,629,439 $ 5,743,893
Net increase in net assets $ 108,354,015 $ 5,743,893
NET ASSETS:
Beginning of year 64,841,189 59,097,296
End of year $ 173,195,204 $ 64,841,189
</TABLE>
PIONEER CASH RESERVES FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR THE PERIODS PRESENTED
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
JUNE 22,
1987 TO
DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment
operations:
Net investment income $ 0.03 $ 0.02 $ 0.03 $ 0.05 $ 0.07 $ 0.08 $ 0.07 $ 0.03
Distributions to share-
holders from:
Net investment income (0.03) (0.02) (0.03) (0.05) (0.07) (0.08) (0.07) (0.03)
Net increase in net
asset value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Net asset value, end of
period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total return* 3.57% 2.47% 3.06% 5.29% 7.74% 8.80% 7.05% 3.48%
Ratio of net operating ex-
penses to average net
assets 0.50% 0.75% 0.81% 0.88% 0.75% 0.82% 0.78% 0.53%**
Ratio of net investment
income to average net
assets 2.59% 2.44% 3.03% 5.23% 7.53% 8.43% 6.91% 6.94%**
Net assets end of period
(in thousands) $173,195 $64,841 $59,097 $73,010 $101,120 $80,121 $59,592 $34,756
Ratios assuming no waiver
of fees or assumption of
expenses:
Net operating expenses 0.65% 1.10% 1.01% + + + 0.91% 1.01%**
Net investment income 2.44% 2.09% 2.82% + + + 6.77% 6.46%**
<FN>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all dividends and distributions, and the com-
plete redemption of the investment at the net asset value at the end of
each period.
** Annualized.
+ No management fees waived or expenses reimbursed in this period.
</FN>
</TABLE>
The accompanying notes are an integral part of these financial statements.
SCHEDULE OF INVESTMENTS -- PIONEER U.S. GOVERNMENT MONEY FUND --
DECEMBER 31, 1994
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT INVESTMENTS IN SECURITIES VALUE
<S> <C> <C>
U.S. GOVERNMENT AGENCIES -- 106.7%
$2,000,000 Federal Farm Credit Bank, 5.00%, due 1/3/95 $ 2,000,000
1,900,000 Federal Farm Credit Bank, 5.30%, due 1/11/95 1,897,762
2,000,000 Federal Farm Credit Bank, 5.38%, due 2/1/95 2,000,000
725,000 Federal Farm Credit Bank, 5.64%, due 2/13/95 720,518
2,000,000 Federal Farm Credit Bank, 5.66%, due 3/1/95 2,000,000
770,000 Federal Farm Credit Bank, 5.68%, due 2/21/95 764,047
2,000,000 Federal Farm Credit Bank, 6.05%, due 4/3/95 2,000,000
1,590,000 Federal Home Loan Bank, 5.20%, due 1/5/95 1,589,536
1,240,000 Federal Home Loan Bank, 5.23%, due 1/4/95 1,239,820
1,105,000 Federal Home Loan Bank, 5.28%, due 1/3/95 1,105,000
1,500,000 Federal Home Loan Bank, 5.29%, due 1/25/95 1,495,151
1,525,000 Federal Home Loan Bank, 5.33%, due 1/9/95 1,523,622
2,060,000 Federal Home Loan Bank, 5.34%, due 1/17/95 2,055,555
1,565,000 Federal Home Loan Bank, 5.45%, due 1/10/95 1,563,341
1,360,000 Federal Home Loan Bank, 5.45%, due 1/13/95 1,357,941
880,000 Federal Home Loan Bank, 5.46%, due 1/26/95 876,930
1,000,000 Federal Home Loan Bank, 5.63%, due 2/21/95 992,337
925,000 Federal Home Loan Bank, 5.74%, due 2/16/95 918,511
1,000,000 Federal Home Loan Bank, 5.81%, due 2/28/95 990,962
1,500,000 Federal Home Loan Bank, 5.83%, due 2/8/95 1,491,255
1,500,000 Federal Home Loan Bank, 5.92%, due 3/2/95 1,485,693
1,000,000 Federal Home Loan Bank, 5.94%, due 2/6/95 994,391
TOTAL INVESTMENTS, AT VALUE -- 106.7% $31,062,372
ALL OTHER ASSETS, LESS LIABILITIES -- (6.7)% (1,961,793)
NET ASSETS -- 100.0% $29,100,579
</TABLE>
The accompanying notes are an integral part of these financial statements.
PIONEER U.S. GOVERNMENT MONEY FUND
BALANCE SHEET -- DECEMBER 31, 1994
<TABLE>
<S> <C>
ASSETS:
Investments, at value based on amortized cost (see Schedule of
Investments and Note 1) $31,062,372
Cash 10,539
Receivables --
Trust shares sold 143,720
Interest 53,887
Due from Pioneering Management Corporation (Note 3) 31,836
Other 2,431
Total assets $31,304,785
LIABILITIES:
Payables --
Investment securities purchased $ 2,000,000
Trust shares repurchased 145,356
Dividends 6,160
Accrued expenses (Note 3, 4 and 5) 52,690
Total liabilities $ 2,204,206
NET ASSETS:
Trust shares (unlimited number of shares authorized), amount paid in
on 29,100,579 shares outstanding $29,100,579
Total net assets (offering and redemption price of $1.00 per share) $29,100,579
</TABLE>
PIONEER U.S. GOVERNMENT MONEY FUND
STATEMENT OF OPERATIONS -- FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C>
INVESTMENT INCOME (NOTE 1):
Interest income $1,282,345
EXPENSES:
Management fees (Note 3) $ 117,274
Transfer fees (Note 4) 44,695
Printing 4,941
Professional fees 26,371
Fees and expenses of nonaffiliated trustees 6,794
Accounting expenses 39,274
Custodian fees 13,051
Registration fees 21,286
Distribution fees (Note 5) 36,283
Miscellaneous expenses 14,657
Total expenses $ 324,626
Less management fees waived and expenses assumed by Pioneering
Management Corporation (Note 3) 136,070
Net expenses $ 188,556
Net increase in net assets resulting from operations $1,093,789
</TABLE>
The accompanying notes are an integral part of these financial statements.
PIONEER U.S. GOVERNMENT MONEY FUND
STATEMENTS OF CHANGES IN NET ASSETS --
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
FROM OPERATIONS:
Net increase in net assets resulting from operations $ 1,093,789 $ 602,453
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Investment income -- net ($0.036 and $0.026, respectively) $ (1,093,789) $ (602,453)
FROM TRUST SHARE TRANSACTIONS (AT $1.00 PER SHARE):
Net proceeds from sale of shares $ 62,195,011 $ 21,866,505
Net asset value of shares issued to shareholders in reinvestment of
dividends 996,345 558,517
Cost of shares repurchased (57,965,900) (22,168,561)
Net increase in net assets resulting from trust share transac-
tions $ 5,225,456 $ 256,461
Net increase in net assets $ 5,225,456 $ 256,461
NET ASSETS:
Beginning of year 23,875,123 23,618,662
End of year $ 29,100,579 $ 23,875,123
</TABLE>
PIONEER U.S. GOVERNMENT MONEY FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR THE PERIODS PRESENTED
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
APRIL 11,
1988 TO
DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment oper-
ations:
Net investment income $ 0.04 $ 0.03 $ 0.03 $ 0.05 $ 0.07 $ 0.08 $ 0.05
Distributions to sharehold-
ers from:
Net investment income (0.04) (0.03) (0.03) (0.05) (0.07) (0.08) (0.05)
Net increase in net
asset value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Net asset value, end of
period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total return* 3.65% 2.63% 3.19% 5.41% 7.61% 8.80% 5.34%
Ratio of net operating ex-
penses to average net as-
sets 0.63% 0.55% 0.59% 0.60% 0.60% 0.53% 0.50%**
Ratio of net investment in-
come to average net assets 3.64% 2.61% 3.15% 5.29% 7.37% 8.37% 7.52%**
Net assets, end of period
(in thousands) $29,101 $23,875 $23,619 $28,373 $27,828 $20,508 $9,503
Ratios assuming no waiver of
fees or assumption of ex-
penses:
Net operating expenses 1.08% 1.37% 1.24% 1.08% 0.80% 1.12% 1.13%**
Net investment income 3.19% 1.79% 2.50% 4.81% 7.17% 7.77% 6.88%**
<FN>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all dividends and distributions, and the com-
plete redemption of the investment at the net asset value at the end of
each period.
** Annualized.
</FN>
</TABLE>
The accompanying notes are an integral part of these financial statements.
SCHEDULE OF INVESTMENTS -- PIONEER TAX-FREE MONEY FUND --
DECEMBER 31, 1994
<TABLE>
<CAPTION>
RATINGS
(UNAUDITED)
PRINCIPAL
AMOUNT MOODY'S S&P INVESTMENTS IN SECURITIES* LOC/GUARANTOR** VALUE
<S> <C> <C> <C> <C> <C>
VARIABLE RATE SECURITIES -- 92.5%
DAILY RATE SECURITIES -- 21.9%
$100,000 Aaa NR Charleston County, South Carolina
Industrial Development Revenue,
6.00%, 1/1/07 Morgan Guaranty $ 100,000
400,000 P-1 A1+ Farmington, New Mexico, Pollution
Control Revenue, 6.00%, 9/1/24 Barclays Bank 400,000
400,000 VMIG-1 NR Louisiana State Offshore Terminal
Authority,
6.00%, 9/1/06 Union Bank of Switzerland 400,000
400,000 Aa2 AAA Peninsula Ports Authority, Virginia
Port Facilities Revenue, 6.15%,
12/1/05 Shell Oil 400,000
400,000 A1+ AA- Salt Lake County, Utah, Pollution
Control Revenue Series 1994B, 6.00%,
8/1/07 British Petroleum Company 400,000
200,000 P-1 NR Uinta County, Wyoming, Pollution
Control Revenue, 6.15%, 8/15/20 Chevron Guarantee 200,000
300,000 P-1 NR Uinta County, Wyoming, Pollution
Control Revenue, 6.15%, 12/1/22 Chevron Guarantee 300,000
$ 2,200,000
WEEKLY RATE SECURITIES -- 69.6%
400,000 VMIG-1 A-1+ Arkansas Development Finance Author-
ity, 5.45%, 12/1/15 FGIC $ 400,000
400,000 Baa1 NR Ashland, Kentucky, Pollution Control
Revenue for Ashland Oil, 5.25%,
4/1/09 Swiss Bank 400,000
300,000 VMIG-1 NR Calhoun County, Texas, Industrial
Development Authority Pollution
Contol Revenue for Alcoa, 5.50%,
3/1/01 Credit Suisse 300,000
200,000 VMIG-1 NR Chelan County, Washington, Develop-
ment Corporation Pollution Control
Revenue for Alcoa, 5.50%, 3/1/01 Credit Suisse 200,000
200,000 VMIG-1 NR District of Columbia Revenue for
American University, 5.55% 10/1/15 National Westminster Bank 200,000
200,000 VMIG-1 A-1+ District of Columbia Revenue for
Georgetown University, 5.55%,
4/1/17 Sanwa Bank 200,000
200,000 VMIG-1 A-1+ District of Columbia Revenue for
Georgetown University, 5.55%,
4/1/12 Sanwa Bank 200,000
400,000 VMIG-1 A-1+ City of Duluth, Minnesota, Tax
Increment Revenue for Lake Superior
Paper Industries, 5.55%, 9/1/10 National Australia Bank 400,000
400,000 NR A-1+ Eddy County, New Mexico, Pollution
Control Revenue, 5.40%, 2/1/03 Harris Trust & Savings 400,000
400,000 Aa2 NR City of Fountain Inn, South Carolina,
Industrial Development Revenue for
Cincinnati Milacron, 5.50%, 12/1/08 Bankers Trust 400,000
400,000 NR A-1+ Hunt County, Texas, Industrial
Development Corporation for Trico
Industries, 5.50%, 10/1/02 Algemene Bank Nederland 400,000
300,000 NR A-1+ Illinois Development Finance Author-
ity for Columbia Graphics Corp.,
5.65%, 6/1/04 Harris Trust & Savings 300,000
100,000 VMIG-1 NR Jefferson Parish, Louisiana, Indus-
trial Development Board Revenue,
5.55%, 12/1/04 Barclays Bank 100,000
400,000 VMIG-1 A-1 Los Angeles County Museum of Arts
Project, California 5.55%, 11/1/05 Bank of America 400,000
200,000 VMIG-1 A-1+ Memphis, Tennessee, General Obliga-
tion, 5.55%, 8/1/03 Industrial Bank of Japan 200,000
400,000 VMIG-1 AAA New Jersey Turnpike Authority Revenue,
5.50%, 1/1/00 MBIA 400,000
400,000 VMIG-1 NR New York State Power Authority Revenue
5.50%, 1/1/03 400,000
400,000 VMIG-1 NR North Carolina Education Facilities
Authority for Bowman Grey School of
Medicine, 5.45%, 9/1/20 Wachovia Bank 400,000
300,000 NR A-1+ Pinal County Industrial Development
Authority, Arizona Revenue 5.55%,
12/1/05 Industrial Bank of Japan 300,000
200,000 VMIG-1 A-1 Port of Seattle, Washington, General
Obligation, 5.50%, 1/1/05 Security Pacific 200,000
400,000 VMIG-1 A-1+ Scioto County, Ohio, Marine Terminal
Facilities Revenue, 5.40%, 8/15/13 Norfolk Southern 400,000
400,000 VMIG-1 A-1+ Utah State Board of Regents Student
Loan Revenue, 5.40%, 11/1/00 AMBAC 400,000
$ 7,000,000
MONTHLY RATE SECURITIES -- 1.0%
100,000 P-1 A-1+ Baltimore, Maryland, Port Series 1981,
Oxy Petroleum, 3.75%, 10/14/11 National Westminster Bank $ 100,000
TOTAL VARIABLE RATE SECURITIES $ 9,300,000
COMMERCIAL PAPER -- 2.5%
250,000 P-1 A-1+ Nebraska Public Power District, 3.90%,
1/12/95 Morgan Guaranty $ 250,000
TOTAL COMMERCIAL PAPER $ 250,000
TOTAL INVESTMENTS -- 95.0% $ 9,550,000
ALL OTHER ASSETS, LESS LIABILITIES
-- 5.0% 509,008
NET ASSETS -- 100% $10,059,008
<FN>
* Interest rates shown are interest rates in effect at December 31, 1994.
** Name of the issuer of the Letter of Credit (LOC) or Guarantor securing
the investment.
</FN>
</TABLE>
The accompanying notes are an integral part of these financial statements.
PIONEER TAX-FREE MONEY FUND
BALANCE SHEET -- DECEMBER 31, 1994
<TABLE>
<S> <C>
ASSETS:
Investments, at value based on amortized cost (see Schedule of
Investments and Note 1) $ 9,550,000
Cash 455,523
Receivables --
Trust shares sold 12,625
Interest 45,427
Due from Pioneering Management Corporation (Note 3) 70,494
Other 7,317
Total assets $10,141,386
LIABILITIES:
Payables --
Trust shares repurchased $ 2,713
Dividends 2,276
Accrued expenses (Notes 3, 4 and 5) 77,389
Total liabilities $ 82,378
NET ASSETS:
Trust shares (unlimited number of shares authorized), amount paid in on
10,059,008 shares outstanding $10,059,008
Total net assets (offering and redemption price of $1.00 per share) $10,059,008
</TABLE>
PIONEER TAX-FREE MONEY FUND
STATEMENT OF OPERATIONS -- FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C>
INVESTMENT INCOME (NOTE 1):
Interest income $254,703
EXPENSES:
Management fees (Note 3) $ 36,209
Transfer fees (Note 4) 13,805
Printing 7,012
Professional fees 29,149
Fees and expenses of nonaffiliated trustees 6,170
Accounting expenses 36,266
Custodian fees 9,276
Registration fees 12,478
Distribution fees (Note 5) 8,147
Miscellaneous expenses 8,702
Total expenses $167,214
Less management fees waived and expenses assumed by Pioneering
Management Corporation (Note 3) 122,150
Net expenses $ 45,064
Net increase in net assets resulting from operations $209,639
</TABLE>
The accompanying notes are an integral part of these financial statements.
PIONEER TAX-FREE MONEY FUND
STATEMENTS OF CHANGES IN NET ASSETS --
FOR YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
FROM OPERATIONS:
Net increase in net assets resulting from operations $ 209,639 $ 149,633
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Investment income -- net ($0.023 and $0.019 per share, respec-
tively) $ (209,639) $ (149,633)
FROM TRUST SHARE TRANSACTIONS (AT $1.00 PER SHARE):
Net proceeds from sale of shares $ 9,036,859 $ 5,963,032
Net asset value of shares issued to shareholders in reinvestment of
dividends 197,844 134,070
Cost of shares repurchased (7,289,256) (5,224,102)
Net increase in net assets resulting from trust share transac-
tions $ 1,945,447 $ 873,000
Net increase in net assets $ 1,945,447 $ 873,000
NET ASSETS:
Beginning of year 8,113,561 7,240,561
End of year $10,059,008 $ 8,113,561
</TABLE>
PIONEER TAX-FREE MONEY FUND
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR THE PERIODS PRESENTED
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
APRIL 11,
1988 TO
DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment oper-
ations:
Net investment income $ 0.02 $ 0.02 $ 0.02 $ 0.04 $ 0.05 $ 0.06 $ 0.04
Distributions to sharehold-
ers from:
Net investment income (0.02) (0.02) (0.02) (0.04) (0.05) (0.06) (0.04)
Net increase in net
asset value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Net asset value, end of
period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total return* 2.40% 1.92% 2.38% 4.00% 5.48% 6.06% 3.71%
Ratio of net operating ex-
penses to average net as-
sets 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 4.98%**
Ratio of net investment in-
come to average net assets 2.34% 1.92% 2.33% 3.91% 5.37% 5.86% 5.13%**
Net assets end of period (In
thousands) $10,059 $8,114 $7,241 $7,539 $6,968 $5,351 $3,272
Ratios assuming no waiver of
fees or assumption of ex-
penses:
Net operating expenses 1.87% 1.85% 2.07% 1.08% 1.91% 2.27% 1.50%
Net investment income 0.97% 0.57% 0.77% 4.81% 3.96% 4.09% 4.13%**
<FN>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all dividends and distributions, and the com-
plete redemption of the investment at the net asset value at the end of
each period.
** Annualized.
</FN>
</TABLE>
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS -- DECEMBER 31, 1994
1. Pioneer Money Market Trust (the Trust) is a Massachusetts business
trust, registered under the Investment Company Act of 1940 as a diversi-
fied, open-end management company. The Trust consists of three separate
no-load money market funds (the Funds): Pioneer Cash Reserves Fund (the
Cash Reserves Fund), Pioneer U.S. Government Money Fund (the U.S. Govern-
ment Fund) and Pioneer Tax- Free Money Fund (the Tax-Free Fund).
After the close of business on June 30, 1994 (Closing Date), the Cash Re-
serves Fund acquired all assets of the Pioneer Money Market Account, Inc.
(the Money Market Account) in exchange solely for (i) the issuance of
shares of the Cash Reserves Fund to the Money Market Account and (ii) the
assumption by the Cash Reserves Fund of the liabilities of the Money Mar-
ket Account. Following this transfer, the Money Market Account was liqui-
dated and dissolved and the Cash Reserves Fund shares were distributed to
the former shareholders of the Money Market Account.
This reorganization was accomplished by a tax-free transfer of assets
whereby each shareholder of the Money Market Account received a number of
full and fractional shares of the Cash Reserves Fund having a total net
asset value equal to the net asset value of their shares of the Money Mar-
ket Account held as of the Closing Date. The net assets, net asset value
per share and shares outstanding of the Closing Date were:
<TABLE>
<CAPTION>
PIONEER
PIONEER PIONEER CASH
MONEY CASH RESERVES
MARKET RESERVES FUND
ACCOUNT, INC. FUND (COMBINED)
<S> <C> <C> <C>
Net Assets $ 106,188,627 $64,156,271 $170,344,898
Shares Outstanding 106,188,627 64,156,271 170,344,898
Net Asset Value
Per Share $1.00 $1.00 $1.00
</TABLE>
The following is a summary of significant accounting policies consistently
followed by the Funds, which are in conformity with those generally ac-
cepted in the investment company industry.
A. Investment Securities -- Security transactions are recorded on the
date the securities are purchased, sold or matured. Investments in securi-
ties are valued at amortized cost, which approximates market value. Inter-
est income for securities purchased at face (par) value is accrued daily.
Investments purchased at a discount or premium are valued by amortizing
the difference between the original purchase price and maturity value of
the issue over the period to maturity. All variable rate securities held
by the Tax-Free Fund may be redeemed on seven days' notice.
B. Federal Taxes -- It is the policy of each Fund to comply with the re-
quirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its net investment income and net real-
ized capital gains, if any, to its shareholders. Therefore, no federal tax
provisions are required.
C. Trust Shares -- The Funds record sales and repurchases of trust shares
on the trade date. Shares are sold and redeemed on a continuing basis at
net asset value per share. The Funds declare as daily dividends substan-
tially all of their respective net investment income. All dividends are
paid on the last business day of the month. Short-term capital gains dis-
tributions, if any, may be paid with the daily dividends.
2. At December 31, 1994, the Cash Reserves Fund had a net capital loss
carryforward of $275,424, which will expire in 2002 if not utilized.
3. Pioneering Management Corporation (PMC) is the Trust's investment ad-
viser and a wholly owned subsidiary of The Pioneer Group, Inc. (PGI). Man-
agement fees are calculated at the annual rate of 0.40% of each Fund's av-
erage daily net assets.
PMC had waived its management fees and assumed other operating expenses of
each Fund to the extent necessary to limit expenses of the trust according
to the following schedule:
<TABLE>
<CAPTION>
EXPENSES LIMITED BY
NET ASSETS PMC AS A PERCENTAGE OF
PER FUND AVERAGE DAILY NET ASSETS
<S> <C>
Up to $20 million .50%
Up to $25 million .55%
Up to $30 million .60%
Up to $35 million .65%
Up to $40 million .70%
Over $40 million .75%
</TABLE>
PMC's agreement to reimburse each Fund for its expenses is voluntary and
temporary and may be revised or terminated at any time.
PMC furnishes investment advice, provides office facilities, and pays ex-
ecutive salaries and certain other operating expenses under the management
agreement. No officer of the Trust receives any compensation directly from
the Trust. All officers of the Trust are directors and/or officers of PMC
and/or principal underwriter. In addition, certain other services and
costs, including accounting, regulatory reporting and insurance premiums,
are paid by the Funds under the management agreement.
Included in Accrued expenses are accounting fees payable to PMC at Decem-
ber 31, 1994:
<TABLE>
<CAPTION>
FUND AMOUNT
<S> <C>
Cash Reserves Fund $3,790
U.S. Government Fund 2,634
Tax-Free Fund 2,634
</TABLE>
4. Pioneering Services Corporation (PSC), a wholly owned subsidiary of
PGI, provides transfer agent and shareholder services to the Funds at ne-
gotiated rates. Included in Accrued expenses are transfer fees payable to
PSC at December 31, 1994:
<TABLE>
<CAPTION>
FUND AMOUNT
<S> <C>
Cash Reserves Fund $45,550
U.S. Government Fund 8,800
Tax-Free Fund 2,535
</TABLE>
5. The Trust has adopted a Plan of Distribution (the Plan) in accordance
with Rule 12b-1 under the Investment Company Act of 1940. The Plan gener-
ally provides that the Funds will reimburse Pioneer Funds Distributor
(PFD) for PFD's actual expenditures to finance activities intended to re-
sult in the sale of the Funds' shares or to provide services to the Funds'
shareholders. Expenditures of the Funds pursuant to the Plan may not ex-
ceed 0.15% of each Fund's average annual net assets. Included in Accrued
expenses are distribution fees payable to PFD:
<TABLE>
<CAPTION>
FUND AMOUNT
<S> <C>
Cash Reserves Fund $79,526
U.S. Government Fund 11,158
Tax-Free Fund 2,581
</TABLE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE SHAREHOLDERS AND TRUSTEES OF
Pioneer Money Market Trust:
We have audited the accompanying balance sheets of Pioneer Money Market
Trust (a Massachusetts business trust consisting of the Pioneer Cash Re-
serves Fund, the Pioneer U.S. Government Money Fund and the Pioneer Tax-
Free Money Fund), including the schedules of investments as of December
31, 1994, and the related statements of operations, statements of changes
in net assets for the years ended December 31, 1994 and 1993 and financial
highlights for the periods presented. These financial statements and fi-
nancial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits 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 and fi-
nancial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclo-
sures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1994, by correspondence with the cus-
todian. 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 that our audits pro-
vide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Pioneer Money Market Trust as of December 31, 1994, the results of its
operations , the changes in its net assets and financial highlights for
the periods presented, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 3, 1995
TAX TREATMENT OF DISTRIBUTIONS
MADE DURING THE YEAR ENDED DECEMBER 31, 1994
During the year ended December 31, 1994, the Funds paid the following dis-
tributions:
<TABLE>
<CAPTION>
DISTRIBUTIONS PER SHARE FROM NET INVESTMENT INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
PIONEER PIONEER PIONEER
CASH RESERVES U.S. GOVERNMENT TAX-FREE
PAYMENT DATE FUND MONEY FUND MONEY FUND
<S> <C> <C> <C>
January 31, 1994 $ 0.002 $ 0.002 $ 0.001
February 28, 1994 0.002 0.002 0.002
March 31, 1994 0.002 0.003 0.002
April 30, 1994 0.002 0.002 0.001
May 31, 1994 0.003 0.003 0.002
June 30, 1994 0.003 0.003 0.002
July 31, 1994 0.003 0.003 0.002
August 31, 1994 0.003 0.003 0.002
September 30, 1994 0.003 0.004 0.002
October 31, 1994 0.003 0.003 0.002
November 30, 1994 0.004 0.004 0.002
December 31, 1994 0.004 0.004 0.003
$ 0.034 $ 0.036 $ 0.023
</TABLE>
None of the Funds had any long or short-term capital gains in the periods
presented.
For purposes of the 70% dividends received deduction allowed by Corporate
Shareholders, none of the total distributions presented above represent
qualifying dividends.
Of the $0.023 per share distributed by Pioneer Tax-Free Money Fund during
1994, 100% is tax exempt.
TRUSTEES' FEES, PRINCIPAL SHAREHOLDERS AND
SHARE OWNERSHIP OF TRUSTEES AND OFFICERS
The aggregate direct remuneration paid by the Funds to trustees and offic-
ers during the year ended December 31, 1994, plus expenses incurred by the
trustees in attending Fund meetings are described below. Fees of trustees
who are affiliated with or "interested persons" of Pioneering Management
Corporation, investment adviser of the Funds, are reimbursed to the Funds
by Pioneering Management Corporation in accordance with the management
contract with the Funds and are described below. At December 31, 1994, the
trustees and officers of the Funds owned beneficially shares in the Funds
as listed below, together with the corresponding percentages to shares
outstanding at December 31, 1994. The Pioneer Group, Inc. is a publicly
held corporation of which Mr. Cogan beneficially owned approximately 15%
of the outstanding shares of capital stock at December 31, 1994.
<TABLE>
<CAPTION>
PIONEER PIONEER PIONEER
CASH RESERVES U.S. GOVERNMENT TAX-FREE
FUND MONEY FUND MONEY FUND
<S> <C> <C> <C>
Direct Remuneration paid to trustees
and officers $ 4,179 $ 4,179 $ 4,179
Expenses incurred in attending
trustees meetings $ 1,974 $ 1,904 $ 1,904
Trustee fees of "interested persons"
reimbursed by Pioneering Manage-
ment Corporation $ 333 $ 333 $ 334
Shares beneficially owned by
trustees and officers at December
31, 1994 875,978 15,547 12,162
Percentage of shares outstanding at
December 31, 1994 0.50% 0.05% 0.12%
</TABLE>
PIONEER CASH
RESERVES FUND
PIONEER U.S.
GOVERNMENT
MONEY FUND
PIONEER TAX-FREE
MONEY FUND
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
SHERMAN B. RUSS, Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
TRUSTEES
JOHN F. COGAN, JR. MARGUERITE A. PIRET
RICHARD H. EGDAHL, M.D. DAVID D. TRIPPLE
MARGARET B.W. GRAHAM STEPHEN K. WEST
JOHN W. KENDRICK JOHN WINTHROP
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
LEGAL COUNSEL
HALE AND DORR
SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Please call Pioneer for information on:
Existing accounts, new accounts,
prospectuses, applications and
services forms 1-800-225-6292
Fund yields and prices 1-800-225-4321
Toll-free fax 1-800-225-4240
Retirement plans 1-800-622-0176
Telecommunications Device for the
Deaf (TDD) 1-800-225-1997
When distributed to persons who are not shareholders of the
Funds, this report must be accompanied by an official pro-
spectus, which discusses the objectives, policies and other
information concerning the Funds.
0295-2258
(C)Pioneer Funds Distributor, Inc.
PIONEER CASH
RESERVES FUND
PIONEER U.S.
GOVERNMENT
MONEY FUND
PIONEER TAX-FREE
MONEY FUND
ANNUAL REPORT
DECEMBER 31, 1994
Exhibit 13
STOCK PURCHASE AGREEMENT
This Agreement is made this 6th day of April, 1987 between The Pioneer
Group, Inc., a Delaware corporation ("PGI") and Pioneer Money Market Trust, a
Massachusetts business trust ("Pioneer").
WHEREAS, Pioneer wishes to sell and PGI wishes to purchase 5,000,000
shares of beneficial interest in Pioneer for a purchase price of $1.00 per share
(the "Shares"); and
WHEREAS, PGI is purchasing the Shares for the purpose of providing the
initial capitalization of Pioneer;
NOW, THEREFORE, the parties hereto agree as follows:
111 Simultaneously with the execution of this Agreement, PGI is
delivering to Pioneer a check in the amount of $5,000,000 in payment for the
Shares.
121 PGI agrees that it is purchasing the Shares for investment and has
no present intention of redeeming or reselling the Shares.
Executed as of the date first set forth above.
THE PIONEER GROUP, INC.
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
PIONEER MONEY MARKET TRUST
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
AMENDED CLASS ADISTRIBUTION PLAN
PIONEER MONEY MARKET TRUST
DISTRIBUTION PLAN, dated as of March 31, 1995 of PIONEER MONEY MARKET
TRUST, a Delaware business trust (the "Trust").
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust intends to distribute its shares of beneficial interest
(the "Class A Shares") of the securities portfolio of each series of the Trust
which the Trustees may establish from time to time (the "Portfolio") in
accordance with Rule 12b-1 promulgated by the Securities and Exchange Commission
under the 1940 Act ("Rule 12b-1"), and desires to adopt this amended
distribution plan (the "Class A Plan");
WHEREAS, the Trust desires that Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD"), provide certain distribution services for the
Trust's Class A Shares in connection with the Class A Plan;
WHEREAS, the Trust has entered into an underwriting agreement (in a form
approved by the Trust's Board of Trustees in a manner specified in such Rule
12b-1) with PFD, whereby PFD provides facilities and personnel and renders
services to the Trust in connection with the offering and distribution of Class
A Shares (the "Underwriting Agreement");
WHEREAS, the Trust also recognizes and agrees that (a) PFD may retain the
services of firms or individuals to act as dealers or wholesalers (collectively,
the "Dealers") of the Class A Shares in connection with the offering of the
Class A Shares, (b) PFD may compensate any Dealer that sells Class A Shares in
the manner and at the rate or rates to be set forth in an agreement between PFD
and such Dealer, and (c) PFD may make such payments to the Dealers for
distribution services out of the fee paid to PFD hereunder, its profits or any
other source available to it; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Class A Plan, has evaluated such
information as it deemed necessary to make an informed determination whether
this Class A Plan should be adopted and implemented and has considered such
pertinent factors as it deemed necessary to form the basis for a decision to use
assets of the Trust for such purposes, and has determined that there is a
reasonable likelihood that the adoption and implementation of this Class A Plan
will benefit the Trust and its shareholders.
NOW THEREFORE, the Board of Trustees of the Trust hereby adopts this Class
A Plan for the Trust as a plan of distribution in accordance with Rule 12b-1, on
the following terms and conditions:
1. The amount of compensation paid during any one year pursuant to this
Class A Plan may not exceed 0.15 of 1%% of the average daily net assets of the
Class A shares of each Portfolio attributable to such year.
2. Subject to the limit in paragraph 1, the Trust shall reimburse PFD for
amounts expended by PFD to finance any activity which is primarily intended to
result in the sale of Class A Shares of the Trust or the provision of services
to Class A shareholders of the Trust, including but not limited to payments to
Dealers and salaries and other expenses of PFD relating to selling or servicing
efforts, provided, that the Board of Trustees of the Trust shall approve
categories of expenses for which reimbursement shall be made pursuant to this
paragraph 2 and, without limiting the generality of the foregoing, the initial
categories of such expenses shall be (i) a service fee to be paid to qualified
broker-dealers in an amount not to exceed 0.15% per annum of the Trust's average
daily net assets attributable to Class A shares; and (ii) reimbursement to PFD
for expenses incurred providing services to Class A shareholders and supporting
broker-dealer and other organizations, such as banks and trust companies, in
their effort to provide such services (any addition of such categories shall be
subject to the approval of the Qualified Trustees, as defined below, of the
Trust). Such reimbursement shall be paid ten (10) days after the end of the
month or quarter, as the case may be, in which such expenses are incurred.
<PAGE>
Reimbursable expenses will not carryover beyond twelve months from the time they
are incurred.
3. The Trust understands that agreements between PFD and dealers may
provide for payment of fees to Dealers in connection with the sale of Class A
Shares and the provision of services to Class A shareholders of the Trust.
Nothing in this Class A Plan shall be construed as requiring the Trust to make
any payment to any dealer or to have any obligations to any Dealer in connection
with services as a dealer of the Class A Shares. PFD shall agree and undertake
that any agreement entered into between PFD and any Dealer shall provide that
such Dealer shall look solely to PFD for compensation for its services
thereunder and that in no event shall such Dealer seek any payment from the
Trust.
4. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Agreement and Declaration of Trust or By-Laws or any
applicable statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Trust's Board of Trustees of the
responsibility for the control of the conduct of the affairs of the Trust.
5. This Class A Plan shall become effective upon approval by a vote of the
Board of Trustees and a vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan
(the "Qualified Trustees"), such votes to be cast in person at a meeting called
for the purpose of voting on this Class A Plan.
6. This Class A Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Class A Plan shall expire on April
30, 1996. In the event of termination or non-continuance of this Class A Plan,
each Portfolio has twelve months to reimburse any expense which it incurs prior
to such termination or non-continuance.
7. This Class A Plan may be amended at any time by the Board of Trustees,
provided that this Class A Plan may not be amended to increase materially the
limitation on the annual percentage of average daily net assets which may be
expended hereunder without the approval of holders of a "majority of the
outstanding Class A shares" of the Portfolio effected thereby and may not be
materially amended in any case without a vote of a majority of both the Trustees
and the Qualified Trustees. Any amendment of this Class A Plan to increase or
modify the expense categories initially designated by the Trustees in paragraph
2 above shall only require approval of a majority of the Trustees and the
Qualified Trustees if such amendment does not include an increase in the expense
limitation set forth in paragraph 1 above. This Class A Plan may be terminated
at any time by a vote of a majority of the Qualified Trustees or by a vote of
the holders of a "majority of the outstanding Class A shares" of the Trust.
8. The Trust and PFD shall provide the Trust's Board of Trustees, and the
Board of Trustees shall review, at least quarterly, a written report of the
amounts expended under this Class A Plan and the purposes for which such
expenditures were made.
9. While this Class A Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
10. For the purposes of this Class A Plan, the terms "interested persons,"
"majority of the outstanding Class A shares" and "specifically approved at least
annually" are used as defined in the 1940 Act. For the purpose of this Class A
Plan, the term "majority of the outstanding Class A Shares" is used as the term
"majority of the outstanding voting securities" is defined in the 1940 Act.
11. The Trust shall preserve copies of this Class A Plan, and each
agreement related hereto and each report referred to in paragraph 8 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.
12. This Class A Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
13. If any provision of this Class A Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Plan shall
not be affected thereby.
2
<PAGE>
CLASS B DISTRIBUTION PLAN
PIONEER MONEY MARKET TRUST ON BEHALF OF
PIONEER CASH RESERVES FUND
CLASS B DISTRIBUTION PLAN, dated as of March 31, 1995, of PIONEER CASH
RESERVES FUND (the "Fund"), a series of Pioneer Money Market Trust, a Delaware
business trust (the "Trust").
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust, on behalf of the Fund, intends to distribute shares of
beneficial interest (the "Class B Shares") of the Fund in accordance with Rule
12b-1 promulgated by the Securities and Exchange Commission under the 1940 Act
("Rule 12b-1"), and desires to adopt this Class B distribution plan (the "Class
B Plan") as a plan of distribution pursuant to such Rule;
WHEREAS, the Trust, on behalf of the Fund, desires that Pioneer Funds
Distributor, Inc., a Massachusetts corporation ("PFD"), provide certain
distribution services for the Fund's Class B Shares in connection with the Class
B Plan;
WHEREAS, the Trust, on behalf of the Fund, has entered into an underwriting
agreement (in a form approved by the Trust's Board of Trustees in a manner
specified in such Rule 12b-1) with PFD, whereby PFD provides facilities and
personnel and renders services to the Fund in connection with the offering and
distribution of Class B Shares (the "Underwriting Agreement");
WHEREAS, the Trust, on behalf of the Fund, also recognizes and agrees that
(a) PFD may retain the services of firms or individuals to act as dealers or
wholesalers (collectively, the "Dealers") of the Class B Shares in connection
with the offering of Class B Shares, (b) PFD may compensate any Dealer that
sells Class B Shares in the manner and at the rate or rates to be set forth in
an agreement between PFD and such Dealer and (c) PFD may make such payments to
the Dealers for distribution services out of the fee paid to PFD hereunder, any
deferred sales charges imposed by PFD in connection with the repurchase of Class
B shares, its profits or any other source available to it;
WHEREAS, the Trust, on behalf of the Fund, recognizes and agrees that PFD
may impose certain deferred sales charges in connection with the repurchase of
the Fund's Class B shares by the Trust, and PFD may retain (or receive from the
Trust, on behalf of the Fund, as the case may be) all such deferred sales
charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust, on behalf of the Fund, should adopt and implement this Class B Plan, has
evaluated such information as it deemed necessary to an informed determination
whether this Class B Plan should be adopted and implemented and has considered
such pertinent factors as it deemed necessary to form the basis for a decision
to use assets of the Fund for such purposes, and has determined that there is a
reasonable likelihood that the adoption and implementation of this Class B Plan
will benefit the Fund and its Class B shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Class
B Plan for the Fund as a plan of distribution of Class B Shares in accordance
with Rule 12b-1, on the following terms and conditions:
1. (a) The Trust, on behalf of the Fund, is authorized to compensate PFD
for (1) distribution services and (2) personal and account maintenance
services performed and expenses incurred by PFD in connection with the
Fund's Class B shares. Such compensation shall be calculated and
accrued daily and paid monthly or at such other intervals as the Board
of Trustees may determine.
(b) The amount of compensation paid during any one year
for distribution services shall be 0.75% of the average daily net
assets of the Class B shares of the Fund attributable to such
year.
<PAGE>
(c) Distribution services and expenses for which PFD may
be compensated pursuant to this Plan include, without limitation:
compensation to and expenses (including allocable overhead, travel
and telephone expenses) of (i) Dealers, brokers and other dealers
who are members of the National Association of Securities Dealers,
Inc. ("NASD") or their officers, sales representatives and
employees, (ii) PFD and any of its affiliates and any of their
respective officers, sales representatives and employees, (iii)
banks and their officers, sales representatives and employees, who
engage in or support distribution of the Fund's Class B shares;
printing of reports and prospectuses for other than existing
shareholders; and preparation, printing and distribution of sales
literature and advertising materials.
(d) The amount of compensation paid for personal and
account maintenance services and expenses shall be 0.25% of the
average daily net assets of the Class B shares of the Fund
attributable to such year. As partial consideration for personal
services and/or account maintenance services provided by PFD to
the Class B shares, PFD shall be entitled to be paid any fees
payable under this clause (d) with respect to Class B shares for
which no dealer of record exists, where less than all
consideration has been paid to a dealer of record or where
qualification standards have not been met.
(e) Personal and account maintenance services for which
PFD or any of its affiliates, banks or Dealers may be compensated
pursuant to this Plan include, without limitation: payments made
to or on account of PFD or any of its affiliates, banks, other
brokers and dealers who are members of the NASD, or their
officers, sales representatives and employees, who respond to
inquiries of, and furnish assistance to, shareholders regarding
their ownership of Class B shares or their accounts or who provide
similar services not otherwise provided by or on behalf of the
Fund.
(f) PFD may impose certain deferred sales charges in
connection with the repurchase of the Fund's Class B shares by the
Trust and PFD may retain (or receive from the Fund as the case may
be) all such deferred sales charges.
(g) Appropriate adjustments to payments made pursuant to
clauses (b) and (d) of this paragraph 1 shall be made whenever
necessary to ensure that no payment is made by the Fund in excess
of the applicable maximum cap imposed on asset based, front-end
and deferred sales charges by subsection (d) of Section 26 of
Article III of the Rules of Fair Practice of the NASD.
2. The Trust, on behalf of the Fund, understands that agreements between
PFD and Dealers may provide for payment of fees to Dealers in connection with
the sale of the Fund's Class B Shares and the provision of services to
shareholders of the Fund. Nothing in this Class B Plan shall be construed as
requiring the Fund to make any payment to any Dealer or to have any obligations
to any Dealer in connection with services as a dealer of the Fund's Class B
Shares. PFD shall agree and undertake that any agreement entered into between
PFD and any Dealer shall provide that such Dealer shall look solely to PFD for
compensation for its services thereunder and that in no event shall such Dealer
seek any payment from the Trust or the Fund.
3. Nothing herein contained shall be deemed to require the Trust, on behalf
of the Fund, to take any action contrary to its Declaration of Trust, as it may
be amended or restated from time to time, or By-Laws or any applicable statutory
or regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the Trust's Board of Trustees of the responsibility for and
control of the conduct of the affairs of the Fund.
4. This Class B Plan shall become effective upon approval by a vote of the
Board of Trustees and a vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Fund's Class B Plan or in any agreements
related to the Fund's Class B Plan (the "Qualified Trustees"), such votes to be
cast in person at a meeting called for the purpose of voting on this Class B
Plan.
5. This Class B Plan will remain in effect indefinitely, provided that such
2
<PAGE>
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Class B Plan shall expire on April
30, 1996.
6. This Class B Plan may be amended at any time by the Board of Trustees,
provided that this Class B Plan may not be amended to increase materially the
limitations on the annual percentage of average net assets which may be expended
hereunder without the approval of holders of a "majority of the outstanding
Class B voting securities" of the Fund and may not be materially amended in any
case without a vote of a majority of both the Trustees and the Qualified
Trustees. This Class B Plan may be terminated at any time by a vote of a
majority of the Qualified Trustees or by a vote of the holders of a "majority of
the outstanding voting securities" of Class B of the Fund.
7. The Trust, on behalf of the Fund, and PFD shall provide to the Trust's
Board of Trustees, and the Board of Trustees shall review, at least quarterly, a
written report of the amounts expended under this Class B Plan and the purposes
for which such expenditures were made.
8. While this Class B Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
9. For the purposes of this Class B Plan, the terms "interested persons,"
"majority of the outstanding voting securities" and "specifically approved at
least annually" are used as defined in the 1940 Act.
10. The Trust, on behalf of the Fund, shall preserve copies of this Class B
Plan, and each agreement related hereto and each report referred to in Paragraph
7 hereof (collectively, the "Records"), for a period of not less than six (6)
years from the end of the fiscal year in which such Records were made and for a
period of two (2) years, each of such Records shall be kept in an easily
accessible place.
11. This Class B Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
12. If any provision of this Class B Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Class B Plan
shall not be affected thereby.
3
<PAGE>
Pioneer Money Market Trust
File NO. 33-13179
Exhibit 16
PIONEER CASH RESERVES FUND
Computation of Performance Quotations
Yield for seven-day period ending 12/31/89
Value of account on 12/25/89 = $1.00000
Value of account on 12/31/89 = $1.001531
Base period return = $0.00153
0.00153 x 365/7 = 7.98% yield
Effective Yield for seven-day period ending 12/31/89
Effective Yield = (base period return +1) 365/7 -1
= (0.00153 + 1)365/7 -1
= (1.00153)365/7 -1
= 8.30% yield
Daily Dividend for seven-day base period
Daily
Dividend Price
Monday (12/25/89) .00021864 1.00
Tuesday (12/26/89) .00021877 1.00
Wednesday (12/27/89) .00021901 1.00
Thursday (12/28/89) .00021971 1.00
Friday (12/29/89) .00021873 1.00
Saturday (12/30/89) .00021873 1.00
Sunday (12/31/89) .00021873 1.00
<PAGE>
PIONEER U.S. GOVERNMENT MONEY FUND
Computation of Performance Quotations
Yield for seven-day period ending 12/31/89
Value of account on 12/25/89 = $1.00000
Value of account on 12/31/89 = $1.001482
Base period return = $0.00148
0.00148 x 365/7 = 7.72% yield
Effective Yield for seven-day period ending 12/31/89
Effective Yield = (base period return +1) 365/7 -1
= (0.00148 + 1)365/7 -1
= (1.00148)365/7 -1
= 8.02% yield
Daily Dividend for seven-day base period
Daily
Dividend Price
Monday (12/25/89) .00021045 1.00
Tuesday (12/26/89) .00021104 1.00
Wednesday (12/27/89) .00021117 1.00
Thursday (12/28/89) .00021140 1.00
Friday (12/29/89) .00021116 1.00
Saturday (12/30/89) .00021116 1.00
Sunday (12/31/89) .00021116 1.00
<PAGE>
PIONEER TAX FREE MONEY FUND
Computation of Performance Quotations
Yield for seven-day period ending 12/31/89
Value of account on 12/25/89 = $1.00000
Value of account on 12/31/89 = $1.001163
Base period return = $0.00116
0.00116 x 365/7 = 6.05% yield
Effective Yield for seven-day period ending 12/31/89
Effective Yield = (base period return +1) 365/7 -1
= (0.00116 + 1)365/7 -1
= (1.00116)365/7 -1
= 6.23% yield
Daily Dividend for seven-day base period
Daily
Dividend Price
Monday (12/25/89) .00016088 1.00
Tuesday (12/26/89) .00016252 1.00
Wednesday (12/27/89) .00016625 1.00
Thursday (12/28/89) .00016427 1.00
Friday (12/29/89) .00016972 1.00
Saturday (12/30/89) .00016972 1.00
Sunday (12/31/89) .00016972 1.00
--------
1 Exclusive of capital changes.
2 Exclusive of capital changes.
3 Exclusive of capital changes.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000812195
<NAME> Pioneer Money Market Trust
<SERIES>
<NUMBER> 1
<NAME> Pioneer Cash Reserves Fund
<MULTIPLIER> 1
<CURRENCY> U. S .Dollars
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 172,379,998
<INVESTMENTS-AT-VALUE> 172,379,998
<RECEIVABLES> 1,753,551
<ASSETS-OTHER> 30,350
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 174,163,899
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 968,695
<TOTAL-LIABILITIES> 968,695
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 173,470,628
<SHARES-COMMON-STOCK> 173,470,628
<SHARES-COMMON-PRIOR> 64,841,189
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (275,424)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 173,195,204
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,315,660
<OTHER-INCOME> 0
<EXPENSES-NET> 866,542
<NET-INVESTMENT-INCOME> 4,449,118
<REALIZED-GAINS-CURRENT> (275,424)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,173,694
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,449,118
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 510,388,826
<NUMBER-OF-SHARES-REDEEMED> 405,899,999
<SHARES-REINVESTED> 4,140,612
<NET-CHANGE-IN-ASSETS> 108,354,015
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 464,522
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,117,021
<AVERAGE-NET-ASSETS> 171,815,886
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.030
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> (0.030)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.500
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000812195
<NAME> Pioneer Money Market Trust
<SERIES>
<NUMBER> 2
<NAME> Pioneer U. S. Government Trust
<MULTIPLIER> 1
<CURRENCY> U. S .Dollars
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 31,062,372
<INVESTMENTS-AT-VALUE> 31,062,372
<RECEIVABLES> 229,443
<ASSETS-OTHER> 2,431
<OTHER-ITEMS-ASSETS> 10,539
<TOTAL-ASSETS> 31,304,785
<PAYABLE-FOR-SECURITIES> 2,000,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 204,206
<TOTAL-LIABILITIES> 2,204,206
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 29,100,579
<SHARES-COMMON-STOCK> 29,100,579
<SHARES-COMMON-PRIOR> 23,875,123
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 29,100,579
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,282,345
<OTHER-INCOME> 0
<EXPENSES-NET> 188,556
<NET-INVESTMENT-INCOME> 1,093,789
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1,093,789
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,093,789
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 62,195,011
<NUMBER-OF-SHARES-REDEEMED> 57,965,900
<SHARES-REINVESTED> 996,345
<NET-CHANGE-IN-ASSETS> 5,225,456
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 117,274
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 324,626
<AVERAGE-NET-ASSETS> 30,049,837
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.040
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> (0.040)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.630
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000812195
<NAME> Pioneer Money Market Trust
<SERIES>
<NUMBER> 3
<NAME> Pioneer Tax-Free Money Fund
<MULTIPLIER> 1
<CURRENCY> U. S .Dollars
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 9,550,000
<INVESTMENTS-AT-VALUE> 9,550,000
<RECEIVABLES> 128,546
<ASSETS-OTHER> 7,317
<OTHER-ITEMS-ASSETS> 455,523
<TOTAL-ASSETS> 10,141,386
<PAYABLE-FOR-SECURITIES> 0
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<OTHER-ITEMS-LIABILITIES> 82,378
<TOTAL-LIABILITIES> 82,378
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 10,059,008
<SHARES-COMMON-STOCK> 10,059,008
<SHARES-COMMON-PRIOR> 8,113,561
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 10,059,008
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 254,703
<OTHER-INCOME> 0
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<NET-INVESTMENT-INCOME> 209,639
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<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 209,639
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 209,639
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-REDEEMED> 7,289,256
<SHARES-REINVESTED> 197,844
<NET-CHANGE-IN-ASSETS> 1,945,447
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<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 167,214
<AVERAGE-NET-ASSETS> 10,077,768
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.020
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> (0.020)
<PER-SHARE-DISTRIBUTIONS> 0
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<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.500
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
POWER OF ATTORNEY
We, the undersigned Trustees of Pioneer Money Market Trust, a Delaware
business trust, do hereby severally constitute and appoint John F. Cogan, Jr.,
David D. Tripple, Joseph P. Barri, and Robert P. Nault, and each of them acting
singly, to be our true, sufficient and lawful attorneys, with full power to each
of them, and each of them acting singly, to sign for each of us, in the name of
each of us and in the capacity as trustee, any and all amendments to the
Registration Statement on Form N-1A to be filed by Pioneer Money Market Trust
under the Investment Company Act of 1940, as amended (the "1940 Act"), and under
the Securities Act of 1933, as amended (the "1933 Act"), with respect to the
offering of its shares of beneficial interest and any and all other documents
and papers relating thereto, and generally to do all such things in the name of
each of us and on behalf of each of us in the capacity as trustee to enable
Pioneer Money Market Trust to comply with the 1940 Act and the 1933 Act, and all
requirements of the Securities and Exchange Commission thereunder, hereby
ratifying and confirming the signature of each of us as it may be signed by said
attorneys or each of them to any and all amendments to said Registration
Statement.
IN WITNESS WHEREOF, we have hereunder set our hands on this Instrument the
10th day of March, 1995.
/s/ John F. Cogan, Jr. /s/ Marguerite A. Piret
John F. Cogan, Jr., Trustee Marguerite A. Piret, Trustee
/s/ Richard H. Egdahl /s/ David D. Tripple
Richard H. Egdahl, M.D., David D. Tripple, Trustee
Trustee
/s/ Margaret B.W. Graham /s/ Stephen K. West
Margaret B.W. Graham, Trustee Stephen K. West, Trustee
/s/ John W. Kendrick /s/ John Winthrop
John W. Kendrick, Trustee John Winthrop, Trustee
