As Filed With The Securities and Exchange Commission on April 29, 1996
Registration Nos. 33-13179 and 811-5099
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Pre-Effective Amendment No. ___ / /
Post-Effective Amendment No. 13 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 14 / 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)
_X_ immediately upon filing pursuant to paragraph (b)
___ on [date] pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)
___ on [date] pursuant to paragraph (a) of Rule 485
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 or about February 28, 1996.
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Aggregate Registration
Registered Registered Price Per Unit Offering Price Fee
Shares of
Beneficial 10,642,043 $1.00 $10,629,467.59 $100*
Interest
*This calculation has been made pursuant to Rule 24e-2 under the Investment
Company Act of 1940. During its fiscal year ended December 31, 1995, the
Registrant redeemed or repurchased 728,125,792 shares of beneficial interest, of
which 717,773,749 were utilized by the Registrant on its Rule 24f-2 Notice filed
on or about February 28, 1996 and 10,352,043 are being used herein for purposes
of reducing the filing fee payable herewith under Rule 24e-2. No fee is required
for the registration of such 10,352,043 shares. An additional 290,000 shares
being registered hereby are valued at the public offering price of $1.00 as of
April 18, 1996.
<PAGE>
PIONEER CASH RESERVES FUND
Cross-Reference Sheet Showing Location in Prospectus and
Statement of Additional Information Required by
Items of the Registration Form
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
1. Cover Page....................................Prospectus - Cover Page
2. Synopsis......................................Prospectus - Expense
Information
3. Condensed Financial Information...............Prospectus - Financial
Highlights
4. General Description of
Registrant....................................Prospectus - Investment
Objective and Policies;
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
<PAGE>
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
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
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
<PAGE>
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
22. Calculation of Performance Data...............Statement of Additional
Information - Investment
Results
23. Financial Statements..........................Statement of Additional
Information - Financial
Statements
<PAGE>
PIONEER U.S. GOVERNMENT MONEY FUND
Cross-Reference Sheet Showing Location in Prospectus and
Statement of Additional Information Required by
Items of the Registration Form
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
1. Cover Page....................................Prospectus - Cover Page
2. Synopsis......................................Prospectus - Expense
Information
3. Condensed Financial Information...............Prospectus - Financial
Highlights
4. General Description of
Registrant....................................Prospectus - Investment
Objective and Policies;
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
Location in Prospectus
<PAGE>
Form N-1A Item Number or Statement of
and Caption Additional Information
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
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
<PAGE>
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
22. Calculation of Performance Data...............Statement of Additional
Information - Investment
Results
23. Financial Statements..........................Statement of Additional
Information - Financial
Statements
<PAGE>
[Pioneer logo}
Pioneer
Cash Reserves
Fund
Class A, Class B and Class C Shares
Prospectus
April 29, 1996
Pioneer Cash Reserves Fund (the "Fund") is a money market fund. The Fund's
Class A shares are offered without a sales charge. The Fund's investment
objective is to provide high current income, preservation of capital and
liquidity through investments in high-quality short-term securities. The Fund
invests in money market instruments, including: securities of the United
States ("U.S.") government and its agencies and instrumentalities;
certificates of deposit; corporate commercial paper; and other debt
instruments.
This Prospectus provides information about the Fund that you should know
before investing. Please read and keep it for your future reference. More
information about the Fund is included in the Statement of Additional
Information, dated April 29, 1996, 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 Fund at 60 State Street, Boston, Massachusetts
02109. Other information about the Fund has been filed with the Securities
and Exchange Commission (the "SEC") and is available upon request and without
charge.
The Fund's yield will fluctuate. Shares in the Fund 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 FUND ARE
NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES GOVERNMENT. THERE CAN BE
NO ASSURANCE THAT THE FUND 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. INVESTMENT OBJECTIVE AND POLICIES 4
Suitability 4
Investment Policies 4
Additional Information 4
V. FUND SHARE ALTERNATIVES 5
VI. SHARE PRICE 6
VII. HOW TO BUY FUND SHARES 6
VIII. HOW TO SELL FUND SHARES 9
IX. HOW TO EXCHANGE FUND SHARES 11
X. DISTRIBUTION PLANS 12
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 13
XII. MANAGEMENT OF THE TRUST 14
XIII. DESCRIPTION OF SHARES AND VOTING RIGHTS 15
XIV. SHAREHOLDER SERVICES 15
Account and Confirmation Statements 16
Additional Investments 16
Automatic Investment Plans 16
Financial Reports and Tax Information 16
Dividend Options 16
Voluntary Tax Withholding 16
Retirement Plans 16
Yield Information 17
Telecommunications Device for the Deaf (TDD) 17
Systematic Withdrawal Plans 17
Telephone Transactions and Related Liabilities 17
FactFoneSM 17
XV. INVESTMENT RESULTS 17
XVI. APPENDIX 18
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 Fund. The table reflects annual operating expenses based upon actual
expenses of the Class A shares for the fiscal year ended December 31, 1995,
expressed as a percentage of the average net assets of the Fund and, for
Class B and Class C shares, percentages are based on estimated expenses that
would have been incurred during the fiscal year had such shares been
outstanding.
Shareholder Transaction Expenses: Class A Class B Class C+
Maximum Initial Sales Charge on
Purchases (as a percentage of
offering price) None None None
Maximum Sales Charge on Reinvestment
of Dividends None None None
Maximum Deferred Sales Charge (as a
percentage of original purchase
price or redemption proceeds, as
applicable) None 4.00% 1.00%
Redemption Fee(1) None None None
Exchange Fee None None None
Annual Operating Expenses (as a
percentage of average net assets):
Management Fee (after fee
reduction)(2) 0.13% 0.13% 0.13%
12b-1 Fees 0.15% 1.00% 1.00%
Other Expenses (including transfer
agent fee, custodian fees and
accounting and printing expenses) 0.57% 0.48% 0.48%
------ ------ ---------
Total Operating Expenses (after fee
reduction)(2) 0.85% 1.61% 1.61%
====== ====== =========
+ Class C shares were first offered on January 31, 1996.
(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
Fund's investment adviser, has agreed not to impose all or a portion of
its management fee and to make other arrangements, if necessary, to limit
the Class A operating expenses of the Fund to 0.85% of the average daily
net assets attributable to the Class A shares. The portion of fund-wide
expenses attributable to Class B and Class C shares will be only reduced
to the extent such expenses were reduced for the Class A shares of the
Fund. This agreement is voluntary and temporary and may be revised or
terminated at any time.
Expenses Absent Fee Reduction Class A Class B Class C
-------- -------- ----------
Management Fee 0.40% 0.40% 0.40%
Total Operating Expenses 1.15% 1.88% 1.88%
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:
1 Year 3 Years 5 Years 10 Years
------- ------- ------- ---------
Class A Shares $ 8 $26 $ 46 $101
Class B Shares
--Assuming complete
redemption at end of
period $56 $81 $108 $170*
--Assuming no redemption $16 $51 $ 88 $170*
Class C Shares**
--Assuming complete
redemption at
end of period $26 $51 $ 88 $192
--Assuming no
redemption $16 $51 $ 88 $192
*Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.
**Class C shares redeemed during the first year after purchase are subject
to a 1% contingent deferred sales charge ("CDSC").
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 Fund for shares
of certain other Pioneer mutual funds. See "How to Exchange Fund Shares." The
payment of Rule 12b-1 fees by the Fund may result in long-term shareholders
of the Fund indirectly paying more than the economic equivalent of the
maximum sales charge permitted under the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. ("NASD").
For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, 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 the Fund's financial
statements dated December 31, 1995 which have been audited by Arthur Andersen
LLP, independent public accountants and which appear in the Trust's (as
defined in "The Trust") Annual Report incorporated by reference into the
Statement of Additional Information. The information listed below should be
read in conjunction with those financial statements. Class C shares are a new
class of shares; no Financial Highlights exist for Class C shares.
Pioneer Cash Reserves Fund
Selected Data for each Class A Share Outstanding For the Periods Presented
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------------
1995 1994 1993 1992 1991
------- ------- ------ ------ --------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ---- ---- ------
Income from investment operations:
Net investment income $0.05 $0.03 $0.02 $0.03 $0.05
Distributions to shareholders from:
Net investment income (0.05) (0.03) (0.02) (0.03) (0.05)
----- ----- ---- ---- ------
Net increase in net asset value $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
===== ===== ==== ==== ======
Total return* 5.17% 3.57% 2.47% 3.06% 5.29%
Ratio of net operating expenses to
average net assets 0.88%+++ 0.50% 0.75% 0.81% 0.88%
Ratio of net investment income to
average net assets 5.00%+++ 2.59% 2.44% 3.03% 5.23%
Net assets end of period (in
thousands) $163,820 $173,195 $64,841 $59,097 $73,010
Ratios assuming no reduction of fees
or expenses:
Net operating expenses 1.15% 0.65% 1.10% 1.01% +
Net investment income 4.73% 2.44% 2.09% 2.82% +
Ratios assuming a reduction of fees
and expenses by PMC and a reduction
for fees paid indirectly:
Net operating expenses 0.82%
Net investment income 5.06%
</TABLE>
<TABLE>
<CAPTION>
June 22,
For the Year Ended December 31, 1987 to
-------------------------------- December 31,
1990 1989 1988 1987
-------- -------- -------- ------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00
------- ------- ------- ----------
Income from investment operations:
Net investment income $0.07 $0.08 $0.07 $0.03
Distributions to shareholders from:
Net investment income (0.07) (0.08) (0.07) (0.03)
------- ------- ------- ----------
Net increase in net asset value $0.00 $0.00 $0.00 $0.00
------- ------- ------- ----------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00
======= ======= ======= ==========
Total return* 7.74% 8.80% 7.05% 3.48%
Ratio of net operating expenses to
average net assets 0.75% 0.82% 0.78% 0.53%**
Ratio of net investment income to
average net assets 7.53% 8.43% 6.91% 6.94%**
Net assets end of period (in
thousands) $101,120 $80,121 $59,592 $34,756
Ratios assuming no reduction of fees
or expenses:
Net operating expenses + + 0.91% 1.01%**
Net investment income + + 6.77% 6.46%**
Ratios assuming a reduction of fees
and expenses by PMC and a reduction
for fees paid indirectly:
Net operating expenses
Net investment income
</TABLE>
Selected Data for each Class B Share Outstanding For the Periods Presented
<TABLE>
<CAPTION>
March 31, 1995 to
Class B*** December 31, 1995
--------------------
<S> <C>
Net asset value, beginning of period $ 1.00
------------------
Income from investment operations:
Net investment income $ 0.03
Distributions to shareholders from:
Net investment income (0.03)
------------------
Net increase in net asset value $ 0.00
------------------
Net asset value, end of period $ 1.00
==================
Total return* 3.28%
Ratio of net operating expenses to average net assets 1.66%**++
Ratio of net investment income to average net assets 4.20%**++
Net assets end of period (in thousands) $ 7,574
Ratios assuming no reduction of fees or expenses:
Net operating expenses 1.86%**
Net investment income 4.00%**
Ratios assuming a reduction of fees and expenses by PMC and
a reduction for fees paid indirectly:
Net operating expenses 1.61%**
Net investment income 4.25%**
</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.
*** Class B Shares were first offered on March 31, 1995.
+ No reduction of fees or expenses in this period.
++ Ratios include fees paid indirectly.
3
<PAGE>
III. THE TRUST
Pioneer Cash Reserves Fund is one 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. Pioneer U.S.
Government Money Fund is also a series of the Trust; however, it is closed to
new shareholders. The Trust has authorized an unlimited number of shares,
which are currently organized into these two series, and continuously offers
its shares to the public. Under normal conditions, each series of the 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, for Pioneer Cash Reserves
Fund only, three classes of shares, designated Class A, Class B and Class C.
IV. INVESTMENT OBJECTIVE AND POLICIES
The investment objective of Pioneer Cash Reserves Fund is to provide high
current income, preservation of capital and liquidity through investments in
high-quality short-term securities.
The Fund 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 Fund will achieve its investment
objective or that it will be able to maintain a constant $1.00 net asset
value per share.
Suitability
The Fund is 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 Fund 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.
The Fund may purchase 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.
(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.
Additional Information
In addition to the foregoing policies, the Fund is subject to certain
regulatory requirements. The 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.
4
<PAGE>
The 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). The Fund will not invest more than 5% of its 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,
the Fund will not 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.
The Fund 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).
The Fund will not invest more than 25% of its assets in any one industry,
except that there is no percentage limitation on investments in bank
obligations or U.S. Government obligations.
The Fund intends to hold its 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 Fund not to engage in trading for short-term
profits. The Fund 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 Fund's investment objective.
The Fund has no present plans to change its policies with regard to the
types or maturities of securities in which it invests. However, if the Fund
determines that its investment objective can best be achieved by a change in
investment policy or strategy, the Fund may make such changes without
shareholder approval by disclosing them in the Prospectus. The Fund's
investment objective may not be changed without shareholder approval.
The investment characteristics of U.S. government obligations, bank
obligations, commercial paper and repurchase agreements 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
The Fund continuously offers three Classes of shares designated as Class A,
Class B and Class C 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 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. If your investment in the Fund is for the long-term, Class A
shares may be more appropriate than Class B shares. Purchases of the Class B
shares of the 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 CDSC of up to 4% if redeemed within six years. Class B shares are 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.
Class C Shares. Class C shares are sold without an initial sales charge, but
are subject to a 1% CDSC if they are redeemed within the first year after
purchase. Class C
5
<PAGE>
shares are subject to distribution and service fees at a combined annual rate
of up to 1.00% of the Fund's average daily net assets attributable to Class C
shares. Your entire investment in Class C shares is available to work for you
from the time you make your investment, but the higher distribution fee paid
by Class C shares will cause your Class C shares to have a higher expense
ratio and to pay lower dividends, to the extent dividends are paid, than
Class A shares. Class C shares have no conversion feature.
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 mutual 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 the Fund's shares is equal to the net
asset value ("NAV") per share. The NAV per share of a Class of the 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. The Fund's NAV is computed twice daily, on
each day the New York Stock Exchange (the "Exchange") is open, at 12:00 noon
Eastern Time and 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 NAV per share,
but, of course, this cannot be guaranteed. All assets of the 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
Corporation ("PSC") at 1-800-225-6292 if you need assistance.
The minimum initial investment is $1,000 for Class A, Class B and Class C
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 and Class C 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. The 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 Fund 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.
If your purchase order is received in good order and accepted by the Fund by
12:00 noon Eastern Time, it will be executed at the NAV next determined after
your purchase payment is converted into same day funds or other immediately
available funds and your shares will begin earning dividends that day. If
your purchase order is received in good order and accepted after 12:00 noon
Eastern Time and prior to the close of the Exchange (usually, 4:00 p.m.
Eastern Time), it will be executed at the NAV next determined after your
purchase payment is converted into same day funds or other immediately
available funds and your shares will begin earning dividends on the next
business day. When you purchase shares by check, your shares will begin
earning dividends when the check is converted into same day funds, normally
within two business days.
On any day that State Street Bank, the Custodian (as defined below) or the
Exchange closes early, or, in PMC's judgment closing early is in the best
interest of the Fund's shareholders, the Fund reserves the right to advance
the time by which transactions (purchases, sales or exchanges) must be
received in order to be eligible for that day's dividends.
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Making Your Investment
All purchases of Class B and Class C 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, to PSC at the
above address. Cash will not be accepted. Your payment should be accompanied
by a completed 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 Fund, and the Fund 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 Fund.
By Telephone. Your account is automatically authorized to have the telephone
purchase privilege unless you indicated otherwise on your Account Application
or by writing to PSC. The telephone purchase option may be used to purchase
additional shares for an existing fund account; it may not be used to
establish a new account. Proper account identification will be required for
each telephone purchase. A maximum of $25,000 per account may be purchased by
telephone each day. The telephone purchase privilege is available to
Individual Retirement Accounts ("IRAs") but may not be available to other
types of retirement plan accounts. Call PSC for more information.
You are strongly urged to consult with your financial representative prior
to requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section
of your Account Application or an Account Options Form. Pioneer will
electronically debit the amount of each purchase from this predesignated bank
account. Telephone purchases may not be made for 30 days after the
establishment of your bank of record or any change to your bank information.
Telephone purchases will be priced at the net asset value plus any
applicable sales charge next determined after PSC's receipt of a telephone
purchase instruction and receipt of good funds (usually three days after the
purchase instruction). You may always elect to deliver purchases to PSC by
mail. See "Telephone Transactions and Related Liabilities" for additional
information.
By Wire. (Class A shares only) When you wish to wire money to an existing
Pioneer account, call PSC at 1-800-225-6292 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 #
Pioneer Cash Reserves Fund
Federal funds directed to the Custodian must be pre-approved by calling PSC
at 1-800-225-6292. To be sure that a bank wire is accepted on the same day it
is sent, you should give the Fund 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.
Selecting a Class of Shares
Class A Shares. You may buy Class A shares at net asset value without the
imposition of an initial sales charge by mail, by telephone or by wire as
described above.
Class B Shares. You may buy Class B shares at NAV 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
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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 mutual 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 ("IRS"), 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.
Class C Shares. You may buy Class C shares at net asset value without the
imposition of an initial sales charge; however, Class C shares redeemed
within one year of purchase will be subject to a CDSC of 1.00%. 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. Class C shares do not convert to any other Class of Fund
shares.
For the purpose of determining 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 C shares, the Fund will
first redeem shares not subject to any CDSC, and then shares held for the
shortest period of time during the one-year period. As a result, you will pay
the lowest possible CDSC.
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund in connection with the sale of Class C shares, including the payment
of compensation to broker-dealers.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class B
shares may be waived or reduced for non-retirement accounts 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 Internal Revenue Code of 1986, as amended (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 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 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 con-
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tributions 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 C shares and on any Class A shares subject to a CDSC may
be waived or reduced as follows: (a) for automatic redemptions as described
in "Systematic Withdrawal Plans" (limited to 10% of the value of the
account); (b) if the redemption results from the death or a total and
permanent disability (as defined in Section 72 of the Code) occurring after
the purchase of the shares being redeemed of a shareowner or participant in
an employer-sponsored retirement plan; (c) if the distribution 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 (d) if the distribution is to a participant in an
employer-sponsored retirement plan and is (i) a return of excess employee
deferrals or contributions, (ii) a qualifying hardship distribution as
defined by the Code, (iii) from a termination of employment, (iv) in the form
of a loan to a participant in a plan which permits loans, or (v) 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.
Broker-Dealers. Class B and Class C shares may only be purchased through a
securities broker or dealer. You may purchase Class A shares of either Fund
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 any Class of Fund shares received by PFD from a broker-dealer
prior to either 12:00 noon Eastern Time or the close of regular trading on
the Exchange is confirmed at the price appropriate for that Class next
determined after the order is received. It is the responsibility of
broker-dealers to transmit orders so that they will be received by PFD prior
to either 12:00 noon Eastern Time or its close of business (usually 5:30 p.m.
Eastern Time).
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 Fund 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 Fund incurs and a separate charge may be
made for any unpaid check. The Fund 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 or 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:
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<PAGE>
(bullet) 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.
(bullet) 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 in good order, 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
received in good order. 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, the 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 is 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 the 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:
(bullet) you wish to sell over $50,000 worth of shares,
(bullet) your account registration or address has changed within the last 30
days,
(bullet) the check is not being mailed to the address on your account
(address of record),
(bullet) the check is not being made out to the account owners, or
(bullet) 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, if any, 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 fax. The Fund may waive
the signature guarantee requirement for redemption requests of $50,000 or
less provided that the 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 PSC. You may redeem up to $50,000 of
your shares by telephone or fax and receive the proceeds by check or bank
wire or electronic funds transfer. 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
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record which must not have changed in the last 30 days. To receive the
proceeds by bank wire or by electronic funds transfer: the proceeds must be
sent to your bank 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. You are strongly urged to consult with your financial
representative prior to requesting a telephone redemption.
A redemption order received by telephone or fax in proper form by PMC
before 12:00 noon Eastern Time on any business day becomes effective as of
12:00 noon that day, and shares so redeemed will not receive that day's
dividend. A redemption order received by telephone or fax in proper form by
PSC after 12:00 noon Eastern Time and prior to the close of the Exchange
(usually, 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.
In either case, 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 and transmit it to PFD
either by 12:00 noon Eastern Time or before PFD's close of business to
receive the next determined redemption price. Your broker-dealer is
responsible for providing all necessary documentation to PFD and may charge
you for its services.
Small Accounts. The minimum account value is $500. If you hold shares of
the 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 Fund 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 the Fund of securities owned by it is not reasonably practicable or it is
not reasonably practicable for the Fund to fairly determine the value of the
net assets of its portfolio; or the 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
Pioneer mutual fund out of which you wish to exchange and the name of the
Pioneer mutual 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. Each telephone exchange request, whether by
voice or by FactFone(SM), will be recorded. You are strongly urged to consult
with your financial representative prior to requesting a telephone exchange.
See "Telephone Transactions and Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one Pioneer
mutual fund account for shares of the same Class in another Pioneer mutual
fund 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.
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General. Exchanges must be at least $1,000. Shares of the Fund 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 the Fund 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 mutual funds offer more than one Class of shares. A
new Pioneer mutual fund account opened through an exchange must have a
registration identical to that on the original account.
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 12:00 noon Eastern Time will be
effective at 12:00 noon if the requirements above have been met and they will
not be eligible for that day's dividend. Exchange requests received by PSC
after 12:00 noon and before 4:00 p.m. Eastern Time will be effective at 4:00
p.m. if the requirements above have been met and they will be eligible for
that day's dividend. PSC will process exchanges only after 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 Pioneer mutual 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.
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. For the protection of the Fund's performance and
shareholders, the Fund and PFD reserve the right to refuse any exchange
request or restrict, at any time without notice, the number and/or frequency
of exchanges to prevent abuses of the exchange privilege. Such abuses may
arise from frequent trading in response to short-term market fluctuations, a
pattern of trading by an individual or group that appears to be an attempt to
"time the market," or any other exchange request which, in the view of
management, will have a detrimental effect on the Fund's portfolio management
strategy or its operations. In addition, the Fund and PFD reserve the right
to charge a fee for exchanges or to modify, limit, suspend or discontinue the
exchange privilege with notice to shareholders as required by law.
X. DISTRIBUTION PLANS
The Trust, on behalf of the Fund, has adopted a Plan of Distribution for
each Class of shares (the "Class A Plan," "Class B Plan," and "Class C 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 Trust'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
average 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.
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<PAGE>
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.
Both the Class B Plan and the Class C Plan provide 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 the applicable Class of 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 that Class of 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 and Class C shares. PFD
also receives the proceeds of any CDSC imposed on the redemption of Class B
and Class C 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.
Commissions of up to 1% of the amount invested in Class C shares, consisting
of 0.75% of the amount invested and a first year's service fee of 0.25% of
the amount invested, 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. Commencing in the 13th month following the
purchase of Class C shares, dealers will become eligible for additional
annual distribution fees and service fees of up to 0.75% and 0.25%,
respectively, of the net asset value of such shares. 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 or Class C 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
The Fund 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, the 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. The 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, the 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 as of 12:00
noon Eastern Time. Shareholders begin earning dividends on the first business
day after the 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.
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.
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 normally be taxable to the Fund's shareholders 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.
Taxable dividends and other taxable distributions which are paid to
individuals and other non-exempt payees will be subject to 31% backup
withholding of federal income tax if the Fund is not provided with the
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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
the Fund that is attributable to the interest received from certain U.S.
government obligations will be exempt from state income taxation. A state
and/or local intangible property tax exemption may also be available to the
extent the value of the Fund's assets is attributable to such U.S. government
obligations. In some cases, state tax rules may condition these exemptions on
certain concentration, designation, reporting or other requirements, and the
Fund 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 Fund. There are currently eight Trustees of the Trust, 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 Fund is managed under a contract with PMC. PMC serves as investment
adviser to the Fund and is responsible for the overall management of the
Fund'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 Fund, 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 the Fund. 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 the Fund; (d) issue and
transfer taxes, chargeable to the 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 the Fund to federal, state or other
governmental agencies; (f) fees and expenses involved in registering and
maintaining registrations of the 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 regulatory agencies; (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
counsel to the Trust 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
the Fund is a party.
Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and
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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 Fund or other Pioneer
mutual 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 the
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 the 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, 1995, Pioneer Cash Reserves Fund
incurred actual expenses of $1,996,132 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, 1995, 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 14% of the
outstanding capital stock of PGI as of the date of this Prospectus. PMC is a
wholly-owned subsidiary of PGI. PFD is an indirect wholly-owned subsidiary of
PGI.
XIII. DESCRIPTION OF SHARES AND VOTING RIGHTS
The shares of the Trust are divided into two series: the Fund and Pioneer
U.S. Government Money Fund. 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 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 for Pioneer U.S.
Government Money Fund and three classes of shares, designated Class A, Class
B and Class C, 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, Class B and Class C 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.
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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 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 and Class C 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, the 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 the 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 mutual fund account invested in a second Pioneer mutual 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 IRS 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, IRAs, Section 401(k)
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salary reduction plans and Section 403(b) retirement plans for employees of
associations, public school systems and charities. The Account Application
accompanying 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 Fund.
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 and Class C 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 purchase, sell or exchange Fund shares by telephone.
For personal assistance, call 1-800-225-6292 between 8:00 a.m. and 9:00 p.m.
Eastern time on weekdays. See "Share Price," "How to Sell Fund Shares," and
"How to Exchange Fund Shares" for more information. Computer-assisted
transactions may be available to shareholders who have pre-recorded certain
bank information (see "FactFoneSM"). You are strongly urged to consult with
your financial representative prior to requesting any telephone transaction.
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, the Fund may be liable for any loss due to
unauthorized or fraudulent instructions. The Fund may implement other
procedures from time to time. In all other cases, neither the 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 the Fund
by telephone to institute a redemption or exchange. You should communicate
with the Fund in writing if you are unable to reach the Fund by telephone.
FactFone(SM)
FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer shareholders by dialing 1-800-225-4321. FactFone(SM)
allows you to obtain current information on your Pioneer mutual fund accounts
and to inquire about the prices and yields of all publicly available Pioneer
mutual funds. In addition, you may use FactFone(SM) to make computer-assisted
telephone purchases, exchanges and redemptions from your Pioneer accounts if
you have activated your PIN. Telephone purchases and redemptions require the
establishment of a bank account of record. You are strongly urged to consult
with your financial representative prior to requesting any telephone
transaction. Shareholders whose accounts are registered in the name of a
broker-dealer or other third party may not be able to use FactFone(SM). See
"How to Buy Fund Shares," "How to Exchange Fund Shares," "How to Sell Fund
Shares" and "Telephone Transactions and Related Liabilities." Call PSC for
assistance.
XV. INVESTMENT RESULTS
From time to time, the Fund may include in advertisements or other
communications to existing or proposed
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shareholders its respective "yield" and "effective yield." The "yield" is
computed by dividing the 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.
The yield of the Fund will vary from time to time depending on market
conditions, the composition of the Fund's portfolio and operating expenses.
The temporary policy of the Fund's 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 Fund's investment objective and policies. At
any time in the future, yield quotations may be higher or lower than past
yield quotations, and there can be no assurance that any historical yield
quotation will continue in the future.
The Fund 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 Fund generally purchases 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
Fund's 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 Fund 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 the 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 unrelated
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
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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 the 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 Fund engages in
repurchase agreements.
"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.
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Pioneer Cash Reserves 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
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
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
FactFone(SM) telephone transactions........................... 1-800-225-6292
Automated fund yields, automated 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
0496-3260
(C)Pioneer Funds Distributor, Inc.
[Pioneer logo]
Pioneer
Cash Reserves
Fund
Class A, Class B and Class C Shares
Prospectus
April 29, 1996
[Pioneer logo]
Pioneer
U.S. Government
Money Fund
Prospectus
April 29, 1996
Pioneer U.S. Government Money Fund is closed to new shareholders. The Fund
is expected to be acquired by Pioneer Cash Reserves Fund on or about July 1,
1996 pursuant to an agreement and plan of reorganization approved by the
Fund's Trustees. As part of the acquisition, Pioneer U.S. Government Money
Fund will cease operations and its shareholders will become shareholders of
Pioneer Cash Reserves Fund. See "The Trust" for more information.
Pioneer U.S. Government Money Fund (the "Fund") is a money market fund.
The Fund's shares are offered without a sales charge. The Fund's investment
objective is to provide high current income, preservation of capital and
liquidity through investments in high-quality short-term securities. The Fund
invests exclusively in 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.
This Prospectus provides information about the Fund that you should know
before investing. Please read and keep it for your future reference. More
information about the Fund is included in the Statement of Additional
Information, dated April 29, 1996, 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 Fund at 60 State Street, Boston, Massachusetts
02109. Other information about the Fund has been filed with the Securities
and Exchange Commission (the "SEC") and is available upon request and without
charge.
The Fund's yield will fluctuate. Shares in the Fund 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 FUND ARE
NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES GOVERNMENT. THERE CAN BE
NO ASSURANCE THAT THE FUND 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 2
III. THE TRUST 3
IV. INVESTMENT OBJECTIVE AND POLICIES 3
Suitability 4
Investment Policies 4
Additional Information 4
V. FUND SHARES 5
VI. SHARE PRICE 5
VII. HOW TO BUY FUND SHARES 5
VIII. HOW TO SELL FUND SHARES 7
IX. HOW TO EXCHANGE FUND SHARES 9
X. DISTRIBUTION PLANS 10
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 10
XII. MANAGEMENT OF THE TRUST 11
XIII. DESCRIPTION OF SHARES AND VOTING RIGHTS 12
XIV. SHAREHOLDER SERVICES 13
Account and Confirmation Statements 13
Additional Investments 13
Automatic Investment Plans 13
Financial Reports and Tax Information 13
Dividend Options 13
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
FactFone(SM) 15
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 Fund. The table reflects annual operating expenses based upon actual
expenses for the fiscal year ended December 31, 1995, expressed as a
percentage of the average net assets of the Fund.
Shareholder Transaction Expenses:
Maximum Initial Sales Charge on Purchases
(as a percentage of offering price) None
Maximum Sales Charge on Reinvestment of
Dividends None
Redemption Fee(1) None
Exchange Fee None
Annual Operating Expenses
(as a percentage of average net assets):
Management Fee (after fee reduction)(2) 0.00%
12b-1 Fees 0.12%
Other Expenses (including transfer agent
fee, custodian fees and accounting and
printing expenses)
(after expense reduction)(2) 0.73%
Total Operating Expenses
(after fee and expense reduction)(2) 0.85%
======
(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
Fund's investment adviser, agreed not to impose all or a portion of its
management fee and to make other arrangements, if necessary, to limit the
operating expenses of the Fund to 0.85% of its average daily net assets.
This agreement is voluntary and temporary and may be revised or
terminated at any time.
Expenses Absent Fee Reduction
Management Fee 0.40%
Other Expenses 0.84%
Total Operating Expenses 1.36%
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:
1 Year 3 Years 5 Years 10 Years
$9 $27 $47 $105
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 Fund for shares
of certain other Pioneer mutual funds. See "How to Exchange Fund Shares." The
payment of Rule 12b-1 fees by the Fund may result in long-term shareholders
of the Fund indirectly paying more than the economic equivalent of the
maximum sales charge permitted under the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. ("NASD").
For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, including information regarding the basis upon which
management fees and 12b-1 fees are paid, see "Management of the Trust,"
"Distribution Plan" and "How To Buy Fund Shares" in this Prospectus and
"Management of the Trust" and "Distribution Plan" in the Statement of
Additional Information.
II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements of the
Fund which have been audited by Arthur Andersen LLP, independent public
accountants. Arthur Andersen LLP's report on the Trust's (as defined in "The
Trust") financial statements as of December 31, 1995, 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.
2
<PAGE>
Pioneer U.S. Government Money Fund
Selected Data for each Share Outstanding For the Periods Presented
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------
1995 1994 1993 1992
------ ------ ------ --------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00
---- ---- ---- ------
Income from investment operations:
Net investment income $0.05 $0.04 $0.03 $0.03
Distributions to shareholders from:
Net investment income (0.05) (0.04) (0.03) (0.03)
---- ---- ---- ------
Net increase in net asset value $0.00 $0.00 $0.00 $0.00
---- ---- ---- ------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00
==== ==== ==== ======
Total return* 5.16% 3.65% 2.63% 3.19%
Ratio of net operating expenses to
average net assets 0.86%+ 0.63% 0.55% 0.59%
Ratio of net investment income to
average net assets 4.96%+ 3.64% 2.61% 3.15%
Net assets end of period
(in thousands) $28,312 $29,101 $23,875 $23,619
Ratios assuming no reduction of fees
or expenses:
Net operating expenses 1.36% 1.08% 1.37% 1.24%
Net investment income 4.46% 3.19% 1.79% 2.50%
Net investment income 5.03%
Ratios assuming a reduction of fees
and expenses by PMC and a reduction
for fees paid indirectly:
Net operating expenses 0.79%
Net investment income 5.03%
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------------------
April 11,
1988 to
December 31,
1991 1990 1989 1988
---- ---- ---- ---------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00
---- ---- ---- ---------------
Income from investment operations:
Net investment income $0.05 $0.07 $0.08 $0.05
Distributions to shareholders from:
Net investment income (0.05) (0.07) (0.08) (0.05)
---- ---- ---- ---------------
Net increase in net asset value $0.00 $0.00 $0.00 $0.00
---- ---- ---- ---------------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00
==== ==== ==== ===============
Total return* 5.41% 7.61% 8.80% 5.34%
Ratio of net operating expenses to
average net assets 0.60% 0.60% 0.53% 0.50%**
Ratio of net investment income to
average net assets 5.29% 7.37% 8.37% 7.52%**
Net assets end of period
(in thousands) $28,373 $27,828 $20,508 $9,503
Ratios assuming no reduction of fees
or expenses:
Net operating expenses 1.08% 0.80% 1.12% 1.13%**
Net investment income 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.
+ Ratios include fees paid indirectly.
III. THE TRUST
Pioneer U.S. Government Money Fund is one 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. Pioneer Cash Reserves Fund is also a series of the Trust. The Trust has
authorized an unlimited number of shares, which are currently organized into
these two series, and continuously offers its shares to the public. Pioneer
U.S. Government Money Fund is closed to new shareholders. The Fund is
expected to be acquired by Pioneer Cash Reserves Fund on or about July 1,
1996 pursuant to an agreement and plan of reorganization approved by the
Fund's Trustees. As part of the acquisition, Pioneer U.S. Government Money
Fund will cease operations and its shareholders will become holders of the
Class A shares of Pioneer Cash Reserves Fund. The acquisition is expected to
be a tax-free reorganization. Under normal conditions, each series of the
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, designated Class A, and,
for Pioneer Cash Reserves Fund only, three classes of shares, designated
Class A, Class B and Class C.
IV. INVESTMENT OBJECTIVE AND POLICIES
The investment objective of Pioneer U.S. Government Money Fund is to provide
high current income, preservation of capital and liquidity through
investments in high-quality short-term securities.
The Fund 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.
3
<PAGE>
There can be no guarantee that the Fund will achieve its investment
objective or that it will be able to maintain a constant $1.00 net asset
value per share.
Suitability
The Fund is 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 Fund also eliminates the bookkeeping and
administrative inconvenience of purchasing money market securities directly.
Investment Policies
The 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
instrumentalities 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.
Additional Information
In addition to the foregoing policies, the Fund is subject to certain
regulatory requirements. The Fund may purchase only securities that PMC
believes present minimal credit risks and that are rated by the major rating
agencies, such as Standard & Poor's Ratings Group ("S&P") and Moody's
Investor Services, Inc. ("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 U.S. Government Money Fund will not invest more than 5% of its 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, the Fund will not 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.
The Fund 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, the
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 Fund will not invest more than 25% of its assets in any one industry,
except that there is no percentage limitation on investments in bank
obligations or U.S. Government obligations.
The Fund intends to hold its 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.
4
<PAGE>
It is the policy of the Fund not to engage in trading for short-term
profits. The Fund 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 Fund's investment objective.
The Fund has no present plans to change its policies with regard to the
types or maturities of securities in which it invests. However, if the Fund
determine that its investment objective can best be achieved by a change in
investment policy or strategy, the Fund may make such changes without
shareholder approval by disclosing them in the Prospectus. The Fund's
investment objective may not be changed without shareholder approval.
The investment characteristics of U.S. Government obligations, bank
obligations, commercial paper and repurchase agreements 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 SHARES
Pioneer U.S. Government Money Fund offers only one Class of shares,
designated as Class A shares. 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.
Shares may be exchanged only for shares of the same Class of another Pioneer
mutual fund and shares acquired in the exchange will continue to be subject
to any contingent deferred sales charges ("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 the Fund's shares is equal to the net
asset value ("NAV") per share. The NAV per share of the Fund is determined by
dividing the value of its assets, less liabilities (expenses and fees are
accrued daily), by the number of shares outstanding. The Fund's NAV is
computed twice daily, on each day the New York Stock Exchange (the
"Exchange") is open, at 12:00 noon Eastern Time and 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 NAV per share,
but, of course, this cannot be guaranteed. All assets of the 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
The Fund is closed to new shareholders. If you are already a Fund
shareholder, you may buy Fund shares through broker-dealers who have selling
agreements with the Trust's distributor, Pioneer Funds Distributor, Inc. ("
PFD"). Shares may also be purchased directly from PFD. Call Pioneering
Services Corporation ("PSC") at 1-800-225-6292 if you need assistance.
The minimum initial investment is $1,000 except as specified below. The
minimum initial investment is $50 for 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.
Dividends on Purchases. The 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 Fund 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.
If your purchase order is received in good order and accepted by the Fund by
12:00 noon Eastern Time, it will be executed at the NAV next determined after
your purchase payment is converted into same day funds or other immediately
available funds and your shares will begin earning dividends that day. If
your purchase order is
5
<PAGE>
received in good order and accepted after 12:00 noon Eastern Time and prior
to the close of the Exchange (usually, 4:00 p.m. Eastern Time), it will be
executed at the NAV next determined after your purchase payment is converted
into same day funds or other immediately available funds and your shares will
begin earning dividends on the next business day. When you purchase shares by
check, your shares will begin earning dividends when the check is converted
into same day funds, normally within two business days.
On any day that State Street Bank, the Custodian (as defined below) or the
Exchange closes early, or, in PMC's judgment closing early is in the best
interest of the Fund's shareholders, the Fund reserves the right to advance
the time by which transactions (purchases, sales or exchanges) must be
received in order to be eligible for that day's dividends.
Making Your Investment
By Mail. Send your check or negotiable bank draft, drawn on a U.S. bank and
payable in U.S. dollars to the Fund, to PSC at the above address. Cash will
not be accepted. Your payment should be accompanied by a completed 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 Fund, and the Fund 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 Fund.
By Telephone. Your account is automatically authorized to have the telephone
purchase privilege unless you indicated otherwise on your Account Application
or by writing to PSC. The telephone purchase option may be used to purchase
additional shares for an existing fund account; it may not be used to
establish a new account. Proper account identification will be required for
each telephone purchase. A maximum of $25,000 per account may be purchased by
telephone each day. The telephone purchase privilege is available to
Individual Retirement Accounts ("IRAs") but may not be available to other
types of retirement plan accounts. Call PSC for more information.
You are strongly urged to consult with your financial representative prior
to requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section
of your Account Application or an Account Options Form. Pioneer will
electronically debit the amount of each purchase from this predesignated bank
account. Telephone purchases may not be made for 30 days after the
establishment of your bank of record or any change to your bank information.
Telephone purchases will be priced at the net asset value plus any
applicable sales charge next determined after PSC's receipt of a telephone
purchase instruction and receipt of good funds (usually three days after the
purchase instruction). You may always elect to deliver purchases to PSC by
mail. See "Telephone Transactions and Related Liabilities" for additional
information.
By Wire. When you wish to wire money to an existing Pioneer account, call
PSC at 1-800-225-6292 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 #
Pioneer U.S. Government Money Fund
Federal funds directed to the Custodian must be pre-approved by calling PSC
at 1-800-225-6292. To be sure that a bank wire is accepted on the same day it
is sent, you should give the Fund 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.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on any
shares subject to a CDSC may be waived or reduced for non-retirement accounts
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 Internal Revenue Code of 1986, as amended (the
"Code") of all registered owners occurring
6
<PAGE>
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 any 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 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 any 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.
Broker-Dealers. Shares of the Fund may be purchased 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 Fund shares received by PFD from a broker-dealer prior to
either 12:00 noon Eastern Time or the close of regular trading on the
Exchange is confirmed at the price next determined after the order is
received. It is the responsibility of broker-dealers to transmit orders so
that they will be received by PFD prior to either 12:00 noon Eastern Time or
its close of business (usually 5:30 p.m. Eastern Time).
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 Fund 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 Fund incurs and a separate charge may be
made for any unpaid check. The Fund 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 or by facsimile ("fax"). Shares may also be sold by check when
properly authorized in advance.
7
<PAGE>
You may sell your shares either through your broker-dealer or directly to
the Fund. Please note the following:
(bullet) 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.
(bullet) 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 in good order, 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
received in good order. 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. Shareholder(s) who have established a checking account with The
First National Bank of Omaha (the "First National Bank") may draw checks 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 is 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 the 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. 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:
(bullet) you wish to sell over $50,000 worth of shares,
(bullet) your account registration or address has changed within the last 30
days,
(bullet) the check is not being mailed to the address on your account
(address of record),
(bullet) the check is not being made out to the account owners, or
(bullet) 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 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, if any, 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 fax. The Fund may waive
the signature guarantee requirement for redemption requests of $50,000 or
less provided that the 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 PSC. You may redeem up to $50,000 of
your shares by telephone or fax and receive the proceeds by check or bank
wire or electronic funds transfer. 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 or by
electronic funds transfer: the proceeds must be sent to your bank
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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. You are strongly urged to consult with your financial representative
prior to requesting a telephone redemption.
A redemption order received by telephone or fax in proper form by PMC before
12:00 noon Eastern Time on any business day becomes effective as of 12:00
noon that day, and shares so redeemed will not receive that day's dividend. A
redemption order received by telephone or fax in proper form by PSC after
12:00 noon Eastern Time and prior to the close of the Exchange (usually, 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. In either case,
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 and transmit it to PFD
either by 12:00 noon Eastern Time or before PFD's close of business to
receive the next determined redemption price. Your broker-dealer is
responsible for providing all necessary documentation to PFD and may charge
you for its services.
Small Accounts. The minimum account value is $500. If you hold shares of the
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 Fund 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 the Fund
of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Fund to fairly determine the value of the net
assets of its portfolio; or the 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
Pioneer mutual fund out of which you wish to exchange and the name of the
Pioneer mutual fund into which you wish to exchange, your fund account
number(s) 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. Each telephone exchange request, whether by
voice or by FactFone(SM), will be recorded. You are strongly urged to consult
with your financial representative prior to requesting a telephone exchange.
See "Telephone Transactions and Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one Pioneer
mutual fund account for shares of the same Class in another Pioneer mutual
fund 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 the Fund 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 the Fund acquired by direct purchase may be exchanged for the same class
of any other Pioneer
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mutual fund at net asset value plus any applicable sales charge. Not all
Pioneer mutual funds offer more than one Class of shares. A new Pioneer
mutual fund account opened through an exchange must have a registration
identical to that on the original account.
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 12:00 noon Eastern Time will be
effective at 12:00 noon if the requirements above have been met and they will
not be eligible for that day's dividend. Exchange requests received by PSC
after 12:00 noon and before 4:00 p.m. Eastern Time will be effective at 4:00
p.m. if the requirements above have been met and they will be eligible for
that day's dividend. PSC will process exchanges only after 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 Pioneer mutual 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.
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. For the protection of the Fund's performance and
shareholders, the Fund and PFD reserve the right to refuse any exchange
request or restrict, at any time without notice, the number and/or frequency
of exchanges to prevent abuses of the exchange privilege. Such abuses may
arise from frequent trading in response to short-term market fluctuations, a
pattern of trading by an individual or group that appears to be an attempt to
"time the market," or any other exchange request which, in the view of
management, will have a detrimental effect on the Fund's portfolio management
strategy or its operations. In addition, the Fund and PFD reserve the right
to charge a fee for exchanges or to modify, limit, suspend or discontinue the
exchange privilege with notice to shareholders as required by law.
X. DISTRIBUTION PLAN
The Trust, on behalf of the Fund, has adopted a Plan of Distribution for its
Class A shares ("Class A 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 Fund's 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 Trust'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
average 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.
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION
The Fund 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
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to shareholders at least annually. Under the Code, the 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. The 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, the 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 as of 12:00
noon Eastern Time. Shareholders begin earning dividends on the first business
day after the 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.
Unless you specify otherwise on your Account Application, all distributions
will be automatically reinvested in additional full and fractional shares of
the Fund.
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 normally be taxable to the Fund's shareholders 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.
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 the 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
the Fund that is attributable to the interest received from certain U.S.
government obligations will be exempt from state income taxation. A state
and/or local intangible property tax exemption may also be available to the
extent the value of the Fund's assets is attributable to such U.S. government
obligations. In some cases, state tax rules may condition these exemptions on
certain concentration, designation, reporting or other requirements, and the
Fund 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 Fund. There are currently eight Trustees of the Trust, 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 Fund is managed under a contract with PMC. PMC serves as investment
adviser to the Fund and is responsible for the overall management of the
Fund'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 Fund, 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 the Fund. 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 affili-
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ates, 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 the Fund; (d)
issue and transfer taxes, chargeable to the 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 the Fund to federal, state or other
governmental agencies; (f) fees and expenses involved in registering and
maintaining registrations of the 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 regulatory agencies; (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
counsel to the Trust 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
the Fund is a party.
Orders for the 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 Fund or other Pioneer mutual 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 the
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 the 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, 1995, Pioneer U.S. Government
Money Fund incurred actual expenses of $408,989 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, 1995,
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 14% of the
outstanding capital stock of PGI as of the date of this Prospectus. PMC is a
wholly-owned subsidiary of PGI. PFD is an indirect wholly-owned subsidiary of
PGI.
XIII. DESCRIPTION OF SHARES AND VOTING RIGHTS
The shares of the Trust are divided into two series: the Fund and Pioneer
Cash Reserves Fund. The Fund is expected to cease operations on or about July
1, 1996 in accordance with a plan of reorganization approved by the Trustees.
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 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 for Pioneer U.S. Government Money and three classes of shares,
designated Class A, Class B and Class C, 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, Class B and Class C
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
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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 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) to PSC (your account number 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, the Fund will mail to shareholders information about
the tax status of dividends and distributions.
Regular Reinvestment. Dividends are automatically reinvested in additional
shares of the Fund 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 mutual fund account
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invested in a second Pioneer mutual 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 IRS 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, IRAs, Section 401(k) salary
reduction plans and Section 403(b) retirement plans for employees of
associations, public school systems and charities. The Account Application
accompanying 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 Fund.
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.
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 purchase, sell or exchange Fund shares by telephone.
For personal assistance, call 1-800-225-6292 between 8:00 a.m. and 9:00 p.m.
Eastern time on weekdays. See "Share Price," "How to Sell Fund Shares," and
"How to Exchange Fund Shares" for more information. Computer-assisted
transactions may be available to shareholders who have pre-recorded certain
bank information (see "FactFone(SM)"). You are strongly urged to consult with
your financial representative prior to requesting any telephone transaction.
To confirm that each transaction instruction received by telephone is
genuine, the 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, the Fund may be liable for any loss due to
unauthorized or fraudulent instructions. The Fund may implement other
procedures from time to time. In all other cases, neither the 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
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<PAGE>
be difficult to contact the Fund by telephone to institute a redemption or
exchange. You should communicate with the Fund in writing if you are unable
to reach the Fund by telephone.
FactFone(SM)
FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer shareholders by dialing 1-800-225-4321. FactFone(SM)
allows you to obtain current information on your Pioneer mutual fund accounts
and to inquire about the prices and yields of all publicly available Pioneer
mutual funds. In addition, you may use FactFone(SM) to make computer-assisted
telephone purchases, exchanges and redemptions from your Pioneer accounts if
you have activated your PIN. Telephone purchases and redemptions require the
establishment of a bank account of record. You are strongly urged to consult
with your financial representative prior to requesting any telephone
transaction. Shareholders whose accounts are registered in the name of a
broker-dealer or other third party may not be able to use FactFone(SM). See
"How to Buy Fund Shares," "How to Exchange Fund Shares," "How to Sell Fund
Shares" and "Telephone Transactions and Related Liabilities." Call PSC for
assistance.
XV. INVESTMENT RESULTS
From time to time, the Fund may include in advertisements or other
communications to existing or proposed shareholders its respective "yield"
and "effective yield." The "yield" is computed by dividing the Fund's net
investment income per share during a base period of seven days (which period
will be stated in the communication) by the net asset value per share 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 of the Fund entitled to receive
dividends during the base period. The Fund's seven-day yield 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.
The yield of the Fund will vary from time to time depending on market
conditions, the composition of the Fund's portfolio and operating expenses.
The temporary policy of the Fund's 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 Fund's investment objective and policies. At
any time in the future, yield quotations may be higher or lower than past
yield quotations, and there can be no assurance that any historical yield
quotation will continue in the future.
The Fund 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.
"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 the 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 unrelated
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.
15
<PAGE>
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 the Fund in connection with
bankruptcy proceedings), it is the policy of the Fund 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 Fund engages in repurchase agreements.
"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
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Pioneer U.S. Government 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
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
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
FactFone(SM) telephone transactions........................... 1-800-225-6292
Automated fund yields, automated 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
0496-3261
(C)Pioneer Funds Distributor, Inc.
[Pioneer logo]
Pioneer
U.S. Government
Money Fund
Prospectus
April 29, 1996
<PAGE>
PIONEER MONEY MARKET TRUST
Pioneer Cash Reserves Fund
Class A, Class B and Class C Shares
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
April 29, 1996
This Statement of Additional Information is not a Prospectus, but
should be read in conjunction with the Prospectus (the "Prospectus") dated April
29, 1996 of Pioneer Cash Reserves Fund (the "Fund"). The Fund is one series 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 Fund at 60 State Street, Boston, Massachusetts 02109. The
Fund's Annual Report for the fiscal year ended December 31, 1995 is attached to
this Statement of Additional Information and is hereby incorporated in the
Statement of Additional Information by reference.
TABLE OF CONTENTS
Page
1. Investment Policies and Restrictions................................. 2
2. Management of the Trust.............................................. 4
3. Investment Adviser................................................... 8
4. Principal Underwriter................................................ 8
5. Distribution Plans................................................... 9
6. Shareholder Servicing/Transfer Agent.................................11
7. Custodian............................................................12
8. Independent Public Accountants.......................................12
9. Portfolio Transactions...............................................12
10. Tax Status...........................................................13
11. Description of Shares................................................14
12. Certain Liabilities..................................................15
13. Determination of Net Asset Value.....................................16
14. Systematic Withdrawal Plan...........................................17
15. Investment Results...................................................18
16. Financial Statements.................................................19
Appendix A................................................................21
Appendix B................................................................34
-------------------------
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 identifies the Fund's investment objective and principal
investment policies. 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 the 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 the Fund's investment objectives and policies.
Certificates of Deposit. The 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 not in excess of $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 Fund. These
restrictions cannot be changed unless a majority of the outstanding securities
of the 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.
The 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
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(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). The Fund does not intend to borrow money during the coming
year;
(3) make short sales of securities;
(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 Fund, the Fund will not (i) pledge, mortgage or
hypothecate its 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 the Fund, (ii) commit more than 10% of its assets to illiquid
investments, such as repurchase agreements that mature in more than seven days,
(iii) invest more than 5% of its 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 the 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.
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<PAGE>
See the Prospectus for a discussion of certain additional regulatory
requirements applicable to the Fund.
2. MANAGEMENT OF THE FUND
The Fund's Board of Trustees provides broad supervision over the
affairs of the Fund. The officers of the Fund are responsible for the Fund's
operations. The Trustees and executive officers of the Fund are listed below,
together with their principal occupations during the past five years. An
asterisk indicates those Trustees who are interested persons of the Fund 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, DOB: June
1926
President, Chief Executive Officer and a Director of The Pioneer Group,
Inc. ("PGI"); Chairman and a Director of Pioneering Management Corporation
("PMC") and Pioneer Funds Distributor, Inc. ("PFD"); Director of Pioneering
Services Corporation ("PSC"), Pioneer Capital Corporation ("PCC") and
Forest-Starma (Russian timber joint venture); President and Director of Pioneer
Plans Corporation ("PPC"), Pioneer Investment Corp. ("PIC"), Pioneer Metals and
Technology, Inc. ("PMT"), Pioneer International Corp. ("PIntl"), Pioneer First
Russia, Inc. ("First Russia") and Pioneer Omega, Inc. ("Omega"); Chairman of the
Board and Director of Pioneer Goldfields Limited ("PGL") and Teberebie
Goldfields Limited; Chairman of the Supervisory Board of Pioneer Fonds
Marketing, GmbH ("Pioneer GmbH"); Member of the Supervisory Board of Pioneer
First Polish Trust Fund Joint Stock Company ("PFPT"); Chairman, President and
Trustee of all of the Pioneer mutual funds and Partner, Hale and Dorr (counsel
to the Fund).
RICHARD H. EGDAHL, M.D., Trustee, DOB: December 1926
Boston University Health Policy Institute, 53 Bay State Rd., Boston, MA 02115
Professor of Management, Boston University School of Management;
Professor of Public Health, Boston University School of Public Health; Professor
of Surgery, Boston University School of Medicine; Director, Boston University
Health Policy Institute and 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 facilities firm) and
Springer-Verlag New York, Inc. (publisher); Honorary Trustee, Franciscan
Children's Hospital and Trustee of all of the Pioneer mutual funds.
MARGARET B.W. GRAHAM, Trustee, DOB: May 1947
The Keep, P.O. Box 110, Little Deer Isle, ME 04650
Founding Director, Winthrop Group, Inc. (consulting firm) since 1982;
Manager of Research Operations, Xerox Palo Alto Research Center, from 1991 to
1994; Professor of Operations Management and Management of Technology, Boston
University School of Management ("BUSM"), from 1989 to 1993 and Trustee of all
of the Pioneer mutual funds, except Pioneer Variable Contracts Trust.
JOHN W. KENDRICK, Trustee, DOB: July 1917
6363 Waterway Drive, Falls Church, VA 22044
Professor Emeritus and Adjunct Scholar, George Washington University;
Economic Consultant and Director, American Productivity and Quality Center,
American Enterprise Institute and Trustee of all of the Pioneer mutual funds,
except Pioneer Variable Contracts Trust.
-4-
<PAGE>
MARGUERITE A. PIRET, Trustee, DOB: May 1948
One Boston Place, Suite 2635, Boston, MA 02108
President, Newbury, Piret & Company, Inc. (merchant banking firm) and
Trustee of all of the Pioneer mutual funds.
DAVID D. TRIPPLE*, Trustee and Executive Vice President, DOB: February 1944
Executive Vice President and a Director of PGI; President, Chief
Investment Officer and a Director of PMC; Director of PFD, PCC, PIC, PIntl ,
First Russia, Omega and Pioneer SBIC Corporation, Executive Vice President and
Trustee of all of the Pioneer mutual funds.
STEPHEN K. WEST, Trustee, DOB: September 1928
125 Broad Street, New York, NY 10004
Partner, Sullivan & Cromwell (law firm); Trustee, The Winthrop Focus
Funds (mutual funds) and Trustee of all of the Pioneer mutual funds.
JOHN WINTHROP, Trustee, DOB: June 1936
One North Adgers Wharf, Charleston, SC 29401
President, John Winthrop & Co., Inc. (private investment firm);
Director of NUI Corp.; Trustee of Alliance Capital Reserves, Alliance Government
Reserves and Alliance Tax Exempt Reserves and Trustee of all of the Pioneer
mutual funds, except Pioneer Variable Contracts Trust.
WILLIAM H. KEOUGH, Treasurer, DOB: April 1937
Senior Vice President, Chief Financial Officer and Treasurer of PGI;
Treasurer of PFD, PMC, PSC, PCC, PIC, PIntl, PMT, PGL, First Russia, Omega and
Pioneer SBIC Corporation; Treasurer and Director of PPC and Treasurer of all of
the Pioneer mutual funds.
JOSEPH P. BARRI, Secretary, DOB: August 1946
Secretary of PGI, PMC, PPC, PIC, PIntl, PMT, First Russia, Omega and
PCC; Clerk of PFD and PSC; Partner, Hale and Dorr (counsel to the Fund) and
Secretary of all of the Pioneer mutual funds.
ERIC W. RECKARD, Assistant Treasurer, DOB: June 1956
Manager of Fund Accounting of PMC since May 1994, Manager of Auditing,
Compliance and Business Analysis for PGI prior to May 1994 and Assistant
Treasurer of all of the Pioneer mutual funds.
ROBERT P. NAULT, Assistant Secretary, DOB: March 1964
General Counsel and Assistant Secretary of PGI since 1995; Assistant
Secretary of PMC, PIntl, PGL, First Russia, Omega and all of the Pioneer mutual
funds; Assistant Clerk of PFD and PSC; and formerly of Hale and Dorr (counsel to
the Fund) where he most recently served as junior partner.
SHERMAN B. RUSS, Vice President, DOB: July 1937
Senior Vice President of PMC; Vice President of Pioneer Bond Fund,
Pioneer America Income Trust and Pioneer Interest Shares, Inc.
The Fund's Amended and Restated Declaration of Trust (the "Declaration
of Trust") provides that the holders of two-thirds of its outstanding shares may
vote to remove a Trustee of the Fund at any meeting of shareholders. See
"Description of Shares" below. The business address of all officers is 60 State
Street, Boston, Massachusetts 02109.
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<PAGE>
All of the outstanding capital stock of PFD, PMC and PSC is owned,
directly or indirectly, by PGI, a publicly-owned Delaware corporation. PMC, the
Fund's investment adviser, serves as the investment adviser for the Pioneer
mutual funds listed below and manages the investments of certain institutional
accounts.
The table below lists all the Pioneer mutual funds currently offered to
the public and the investment adviser and principal underwriter for each fund.
Investment Principal
Fund Name Adviser Underwriter
Pioneer International Growth Fund PMC PFD
Pioneer Europe Fund PMC PFD
Pioneer Emerging Markets Fund PMC PFD
Pioneer India Fund PMC PFD
Pioneer Capital Growth Fund PMC PFD
Pioneer Mid-Cap Fund PMC PFD
Pioneer Growth Shares PMC PFD
Pioneer Small Company Fund PMC PFD
Pioneer Gold Shares PMC PFD
Pioneer Equity-Income Fund PMC PFD
Pioneer Fund PMC PFD
Pioneer II PMC PFD
Pioneer Real Estate Shares PMC PFD
Pioneer Short-Term Income Trust PMC PFD
Pioneer America Income Trust PMC PFD
Pioneer Bond Fund PMC PFD
Pioneer Income Fund PMC PFD
Pioneer Intermediate Tax-Free Fund PMC PFD
Pioneer Tax-Free Income Fund PMC PFD
Pioneer Cash Reserves Fund PMC PFD
Pioneer Interest Shares, Inc. PMC Note 1
Pioneer Variable Contracts Trust PMC Note 2
Note 1 This fund is a closed-end fund.
Note 2 This is a series of eight separate portfolios designed to provide
investment vehicles for the variable annuity and variable life
insurance contracts of various insurance companies or for certain
qualified pension plans.
To the knowledge of the Fund, no officer or Trustee of the Fund owned
5% or more of the issued and outstanding shares of PGI on March 31, 1996, except
Mr. Cogan who then owned approximately 14% of such shares.
At March 31, 1996, the Trustees and officers of the Fund owned in the
aggregate less than 1% of the outstanding securities of the Fund. As of March
31, 1996, no shareholders owned more than 5% of the outstanding Class A shares
of the Fund. The International Masonry Inc. MPPP owned approximately 5.93%
(455,701) of the outstanding Class B shares of the Fund; PFD, 60 State Street,
Boston, MA 02109 owned approximately 63.85% (100,601) of the outstanding Class C
shares of the Fund; Branko Premk and Darinla Premk, 911 Mill Pond
-6-
<PAGE>
Valley Dr., McClean, VA 22102 owned approximately 19.10% (30,103) of the
outstanding Class C shares of the Fund; The Helen G. Passapae Trust, 457 Huff
Lane, Aberdeen, NC, 28315 owned approximately 11.55% (18,206) of the outstanding
Class C shares of the Fund; and David L. Byers and Karen A. Byers, 505 Basil
St., Springboro, NH 45066 owned approximately 5.48% (8,637) of the outstanding
Class C shares of the Fund.
Compensation of Officers and Trustees. Commencing on January 1, 1996,
the Fund will pay an annual trustees' fee to each Trustee who is not affiliated
with PGI, PMC, PFD or PSC consisting of two components: (a) a base fee of $500
and (b) a variable fee, calculated on the basis of the average net assets of the
Fund, estimated to be approximately $179 for 1996. In addition, the Fund will
pay a per meeting fee of $120 to each Trustee who is not affiliated with PGI,
PMC, PFD or PSC. The Fund also will pay an annual committee participation fee to
Trustees who serve as members of committees established to act on behalf of one
or more of the Pioneer mutual funds. Committee fees will be allocated to the
Fund on the basis of the Fund's average net assets. Each Trustee who is a member
of the Audit Committee for the Pioneer mutual funds will receive an annual fee
equal to 10% of the aggregate annual trustees' fee, except the Committee Chair
who will receive an annual trustees' fee equal to 20% of the aggregate annual
trustees' fee. The 1996 fees for Audit Committee members and the Audit Committee
Chair are expected to be approximately $6,000 and $12,000, respectively. Members
of the Pricing Committee for the Pioneer mutual funds, as well as any other
committee which renders material functional services to the Board of Trustees
for the Pioneer mutual funds, will receive an annual fee equal to 5% of the
annual trustees' fee, except the Committee Chair who will receive an annual
trustees' fee equal to 10% of the annual trustees' fee. The 1996 fees for
Pricing Committee members and the Pricing Committee Chair are expected to be
approximately $3,000 and $6,000, respectively. Any such fees paid to affiliates
or interested persons of PGI, PMC, PFD or PSC are reimbursed to the Fund under
its management contract.
The Fund pays no salaries or compensation to any of its officers. For
the fiscal period ended December 31,1995, the Fund paid an annual trustees' fee
of $100, and a payment of $1,000 plus expenses per meeting attended, to each
Trustee who was not affiliated with PGI, PMC, PFD or PSC and paid an annual
trustees' fee of $500 plus expenses to each Trustee affiliated with PGI, PMC,
PFD or PSC. Any such fees and expenses paid to affiliates or interested persons
of PGI, PMC, PFD or PSC were reimbursed to the Fund under its Management
Contract.
The following table provides information regarding the compensation
paid by the Fund and other Pioneer Funds to the Trustees for their services.
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from Fund and
Compensation Part of the Pioneer Family
Name of Trustee from the Fund* Fund's Expenses of Funds**
John F. Cogan, Jr.*** $ 500 $0 $11,000
Richard H. Egdahl, M.D. 3,155 0 $63,315
Margaret B.W. Graham 3,155 0 $62,398
John W. Kendrick 3,155 0 $62,398
Marguerite A. Piret 3,897 0 $76,704
David D. Tripple*** 500 0 $11,000
Stephen K. West 3,492 0 $68,180
John Winthrop 3,680 0 $71,199
* As of the Fund's fiscal year end.
** As of December 31, 1995 (calendar year end for all Pioneer Funds listed
above).
*** All fees paid by the Fund to "interested" Trustees are reimbursed to the
Fund by PMC.
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<PAGE>
3. INVESTMENT ADVISER
The Fund 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 Fund (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
the Fund's average daily net assets. The fee is normally computed daily and paid
monthly. PMC has agreed not to impose all or a portion of its management fee for
the Fund and if necessary to limit or otherwise reduce other operating expenses
to the extent needed to limit the expenses of the Fund in accordance with the
schedule set forth in the Prospectus under Note 2 to "Expense Information." The
management fee attributable to Class B and Class C 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 the 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 years ended December 31, 1993, 1994 and 1995,
pursuant to the expense limitation discussed above, the management fee was
reduced by $201,232, $250,479 and $463,300, respectively, resulting in actual
management fees paid to PMC during such periods of $28,991, $214,043, and
$221,389, respectively.
4. PRINCIPAL UNDERWRITER
PFD serves as the principal underwriter for the Fund in connection with
the continuous offering of the shares of the Fund. During the Fund's three most
recently completed fiscal years, no underwriting commissions were paid to PFD.
PFD commenced service as the Fund's principal underwriter as of March 31, 1995.
The Trust, on behalf of the 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 Fund's shares, except for
expenses incurred by PFD for which it is reimbursed by the Fund under the Rule
12b-1 distribution plan applicable to the Fund's Class A shares.
-8-
<PAGE>
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 Fund. PFD also pays certain expenses in connection with the
distribution of the Fund'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 Fund
bears the cost of registering its shares under federal and state securities law
and the laws of certain foreign countries.
The Fund 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 Fund.
The Fund will not generally issue shares for consideration other than
cash. At the Fund'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 Fund; (ii) the securities are acquired by the
Fund 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 Fund
shares may be a taxable transaction to the shareholder.
The redemption price of shares of beneficial interest of the Fund may,
at PMC's discretion, be paid in cash or portfolio securities. The Fund has,
however, elected to be governed by Rule 18f-1 under the 1940 Act pursuant to
which the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the Fund'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 Fund 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 Fund'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 the Fund, has adopted a plan of distribution
pursuant to Rule 12b-1 promulgated by the Securities and Exchange Commission
(the "SEC") under the 1940 Act with respect to the Class A, Class B and Class C
shares of the Fund (the "Class A Plan," the "Class B Plan" and the "Class C
Plan," respectively) (together, the "Plans").
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<PAGE>
Class A Plan. Pursuant to the Class A Plan the Fund may reimburse PFD
for its expenditures in financing any activity primarily intended to result in
the sale of the Class A 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 the Fund pursuant to the
Class A Plan are accrued daily at a rate which may not exceed the annual rate of
0.15% of the Fund's average daily net assets attributable to Class A shares.
Class B Plan. The Class B Plan provides that the 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 the 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 contingent deferred sales charges (the "CDSCs")
attributable to Class B shares. (See "Distribution Plans" in the Prospectus.)
The Class C Plan provides that the Fund will pay PFD, as the Fund's
distributor for its Class C shares, a distribution fee accrued daily and paid
quarterly, equal on an annual basis to 0.75% of the Fund's average daily net
assets attributable to Class C shares and will pay PFD a service fee equal to
0.25% of the Fund's average daily net assets attributable to Class C shares. PFD
will in turn pay to securities dealers which enter into a sales agreement with
PFD a distribution fee and a service fee at rates of up to 0.75% and 0.25%,
respectively, of the Fund's average daily net assets attributable to Class C
shares owned by investors for whom that securities dealer is the holder or
dealer of record. The service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class C 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. Commencing in the thirteenth month following a
purchase of Class C shares, dealers will become eligible for additional service
fees at a rate of up to 0.25% of the amount invested and additional compensation
at a rate of up to 0.75% of the average net asset value of such shares. Dealers
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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 C 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 C Plan is
to compensate PFD for its distribution services with respect to the Class C
shares of the 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 C Plan also provides that PFD will receive all CDSCs
attributable to Class C shares. (See "Distribution Plans" in the Prospectus.)
General. In accordance with the terms of the Plans, PFD provides to the
Fund 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 Fund, nor any Trustee of the Fund 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 the Fund 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 Fund, 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 the 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 Fund's Class A Plan, authorizing PFD, in its capacity as
principal underwriter of the Fund's shares, to receive compensation from the
Fund pursuant to the Class A Plan. Under the original Class A Plan, PFD served
as servicing agent for the Fund 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 Fund for
the services described with respect to the Fund's Class A shares in the Class A
Plan. A Plan may be terminated at any time, without payment of any penalty, by
vote of the majority of the Trustees who are not interested persons of the Fund
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 the 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.
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During the fiscal year ended December 31, 1995, the Fund incurred total
distribution fees of $207,029 and $37,445 pursuant to the Class A Plan and Class
B Plan, respectively. Class C shares were first offered January 31, 1996.
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.
During the fiscal year ended December 31, 1995, CDSCs, at a rate
declining from a maximum of 4.0% of the lower of the cost or market value of the
shares being redeemed, of $12,858 were charged to redemptions of Class B shares
made within 6 years of purchase (as described in "How to Buy Fund Shares" in the
Prospectus). Such CDSCs are paid to PFD in reimbursement of expenses related to
servicing of shareholder accounts and compensation paid to dealers and sales
personnel.
6. SHAREHOLDER SERVICING/TRANSFER AGENT
The Fund has contracted with PSC, 60 State Street, Boston,
Massachusetts, to act as shareholder services and transfer agent for the Fund.
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 Fund, PSC services shareholder
accounts, and its duties include: (i) processing sales, redemptions and
exchanges of shares of the Fund; (ii) distributing dividends and capital gains
associated with Fund 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 $28.00 per shareholder account from the
Fund 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 Fund's assets. The
Custodian's responsibilities include safekeeping and controlling the Fund's cash
and securities, handling the receipt and delivery of securities and collecting
interest and dividends on the Fund's investments. The Custodian does not
determine the investment policies of the Fund or decide which securities the
Fund will buy or sell. The Fund 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.
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Pursuant to a separate agreement with the Custodian, the Custodian also
provides certain accounting services to the Fund, including the calculation of
yield for the Fund.
8. INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, One International Place, Boston, Massachusetts
02110, is the Fund's independent public accountant, providing audit services,
tax return review and assistance and consultation with respect to the
preparation of filings with the SEC.
9. PORTFOLIO TRANSACTIONS
The Fund intends to fully manage its portfolios by buying and selling
securities, as well as holding securities to maturity. In managing its
portfolio, the Fund seeks to take advantage of market developments and yield
disparities, which may include use of the following strategies:
(1) shortening the average maturity of its portfolio in anticipation
of a rise in interest rates so as to minimize depreciation of
principal;
(2) lengthening the average maturity of its portfolio 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 Fund engages in portfolio trading if it believes a transaction net
of costs (including taxes and custodian charges) will help in achieving the
Fund's investment objective.
Decisions relating to the purchase and sale of securities for the Fund,
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 Fund. 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 Fund. Management believes that no exact dollar value can be calculated for
such services.
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During the fiscal years ended December 31, 1995, 1994, and 1993,
respectively, the Fund 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 the 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 the 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 the 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 distribution from the excess
of the Fund's net long-term capital gain over its net short-term capital loss
would be treated by shareholders as long-term capital gain without regard to
their holding periods for their Fund shares.
Any dividend declared by the 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.
For federal income tax purposes, the 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. As of December 31, 1995, the Fund had a net
capital loss carryforward of $276,063, which carryforward will expire between
2002 and 2003 if not utilized.
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 the 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 the Fund qualifies as a RIC,
the Fund should also not be required to pay Delaware corporation income tax.
It is possible that some states will exempt from tax that portion of an
ordinary dividend which represents interest received by the Fund on direct
obligations of the U.S. Government. Therefore, the Fund will report annually to
its 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 the 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 the Fund's shares attributable to direct
obligations of the U.S. government may be exempt from such taxes.
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Redemptions and exchanges of shares will generally not result in a
taxable gain or loss to the extent the Fund successfully maintains a constant
net asset value per share of $1.00, but a loss may be recognized to the extent a
CDSC is imposed in connection with the redemption or exchange.
Federal law requires that the Fund withhold 31% of reportable payments,
including dividends, to shareholders who have not complied with IRS regulations.
In order to avoid this withholding requirement, shareholders must certify on
their Applications, or on separate W-9 Forms, that the Social Security Number or
other Taxpayer Identification Number they provide is their correct number and
that they are not currently subject to backup withholding, or that they are
exempt from backup withholding. The Fund may nevertheless be required to
withhold if it receives notice from the IRS or a broker that the number provided
is incorrect or backup withholding is applicable as a result of previous
underreporting of interest or dividend income.
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 Fund is one of two separate series of the Trust. Pioneer U.S.
Government Money Fund is also a separate series of the Trust. 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 the two series
named herein. Pioneer U.S. Government Money Fund is expected to be acquired by
the Fund on or about July 1, 1996 pursuant to an agreement and plan of
reorganization approved by the Trustees. 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 three classes of shares of the Fund, Class A, Class B and Class
C shares. Each share of a class of the Fund represents an equal proportionate
interest in the assets of that Fund allocable to that class. Upon liquidation of
the 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.
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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.
13. DETERMINATION OF NET ASSET VALUE
The net asset value per share of each class of the Fund is determined
twice daily, on each day the New York Stock Exchange (the "Exchange") is open,
at 12:00 noon Eastern Time and as of the close of regular trading on the
Exchange. 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 the Fund is also determined twice daily, at
12:00 noon Eastern Time and as of the close of regular trading on the Exchange,
if the Exchange was open, 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 the Fund
become effective and no shares are tendered for redemption, the Fund's net asset
value per share may not be determined.
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The net asset value per share of each class of the Fund is computed by
taking the amount of the value of all of a Fund's assets attributable to that
class, less its liabilities attributable to that 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 the Fund are accrued twice daily, at
12:00 noon Eastern Time and as of the close of regular trading on the Exchange,
and taken into account.
Except as set forth in the following paragraph, the 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 the Fund would receive if it sold the investment.
During periods of declining interest rates, the yield on shares of the Fund
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 Fund resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in the
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 Fund's portfolio investments based upon their
amortized cost and the concomitant expectation to maintain the Fund's per share
net asset value of $1.00 is permitted in accordance with Rule 2a-7 under the
1940 Act pursuant to which the Fund must adhere to certain conditions which are
described in detail in the Prospectus. The Fund must maintain a dollar-weighted
average portfolio maturity of 90 days or less. The maturities of variable rate
demand instruments held in the Fund's portfolio 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 the Fund for the
purpose of maintaining sales and redemptions at a single value. It is the
intention of the 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 Fund's portfolio holdings by the Trustees, at such intervals as they may
deem appropriate, to determine whether the Fund's 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 ("SWP") is designed to provide a
convenient method of receiving fixed payments at regular intervals from shares
of the Fund deposited by the applicant under this SWP. Withdrawals from Class B
and Class C share accounts are limited to 10% of the value of the account at the
time the plan is implemented if a CDSC applies (see the Prospectus). You must
deposit or purchase for deposit with PSC shares of the 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
SWP will be credited to the SWP account on the payment date in full and
fractional shares at the net asset value per share in effect on the record date.
SWP payments are made from the proceeds of the redemption of shares
deposited under the SWP in a SWP account. To the extent that such redemptions
for periodic withdrawals exceed dividend income reinvested in the SWP account,
such redemptions will reduce and may ultimately exhaust the number of shares
deposited in the SWP 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 SWP 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 SWP have been
redeemed. The fees of PSC for maintaining SWPs are paid by the Fund.
15. INVESTMENT RESULTS
From time to time, the Fund will provide yield quotations for its
shares. These quotations are calculated by standard methods prescribed by the
SEC and may from time to time be used in the Fund's 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 Fund 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 Fund will vary based on the type,
quality and maturities of the securities held in its portfolio, fluctuations in
short-term interest rates and changes in its expenses.
The Fund's 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, Class B or Class C 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).
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The Fund 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 Fund for the seven-day period
ended December 31, 1995 is as follows:
Before Expense Limitation After Expense Limitation
Effective Effective Effective Effective
Yield Yield Yield Yield
Class A Shares 4.63% 4.75% 4.91% 5.03%
Class B Shares 4.34% 3.88% 4.91% 5.03%
Class C shares were first offered on January 31, 1996.
Automated Information Line. FactFoneSM, Pioneer's 24-hour automated
information line, allows shareholders to dial toll-free 1-800-225-4321 and hear
recorded fund information, including:
. net asset value prices for all Pioneer mutual funds;
. annualized 30-day yields on Pioneer's fixed income funds;
. annualized 7-day yields and 7-day effective (compound) yields for
Pioneer's money market funds; and
. dividends and capital gains distributions on all Pioneer mutual
funds.
Yields are calculated in accordance with SEC mandated standard
formulas.
In addition, by using a personal identification number ("PIN"),
shareholders may enter purchases, exchanges and redemptions, access their
account balance and last three transactions and may order a duplicate statement.
See "FactFoneSM" in the Prospectus for more information.
All performance numbers communicated through FactFoneSM 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.
-19-
<PAGE>
16. FINANCIAL STATEMENTS
The Fund's financial statements for the year ended December 31, 1995
are included in the Fund's Annual Report dated December 31, 1995, which report
is incorporated by reference into and is attached to this Statement of
Additional Information in reliance upon the report of Arthur Andersen LLP,
independent public accountants, as experts. A copy of the Fund's Annual Report
may also be obtained without charge by calling Shareholder Services at
1-800-225-6292 or by written request to the Fund at 60 State Street, Boston,
Massachusetts 02109.
-20-
<PAGE>
APPENDIX A
Description of Commercial Paper Ratings1
Moody's Investors Service, Inc.
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.
Standard & Poor's Ratings Group
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.
1The ratings indicated herein are believed to be the most recent ratings
available at the date of this Statement of Additional Information for the
securities listed. Ratings are generally given to securities at the time of
issuance. While the rating agencies may from time to time revise such ratings,
they undertake no obligation to do so, and the ratings indicated do not
necessarily represent ratings which will be given to these securities on the
date of the Fund's fiscal year-end.
-21-
<PAGE>
Pioneer Cash Reserves A
<TABLE>
<CAPTION>
Date Initial Investment Offering Price Sales Charge Shares Purchased Net Asset Value Initial Net
Included Per Share Value
<S> <C> <C> <C> <C> <C> <C>
6/22/87 $10,000 $1.0000 0.00% 10,000.000 $1.0000 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From Investment From Cap. Gains From Dividends Total Value
Reinvested Reinvested
<C> <C> <C> <C> <C>
12/31/87 $10,000 $0 $348 $10,348
12/31/88 $10,000 $0 $1,077 $11,077
12/31/89 $10,000 $0 $2,052 $12,052
12/31/90 $10,000 $0 $2,985 $12,985
12/31/91 $10,000 $0 $3,672 $13,672
12/31/92 $10,000 $0 $4,091 $14,091
12/31/93 $10,000 $0 $4,438 $14,438
12/31/94 $10,000 $0 $4,954 $14,954
12/31/95 $10,000 $0 $5,727 $15,727
</TABLE>
-22-
<PAGE>
Pioneer Cash Reserves B
<TABLE>
<CAPTION>
Date Initial Investment Offering Price Sales Charge Shares Purchased Net Asset Value Initial Net
Included Per Share Value
<S> <C> <C> <C> <C> <C> <C>
3/31/95 $10,000 $1.0000 0.00% 10,000.000 $1.0000 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From Investment From Cap. Gains From Dividends Total Value
Reinvested Reinvested
<S> <C> <C> <C> <C>
12/31/95 $10,000 $0 $328 9928
</TABLE>
-23-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
The following securities indices are well-known, unmanaged measures of market
performance. Advertisements and sales literature for the Fund may refer to these
indices or may present comparisons between the performance of the Fund and one
or more of the indices. Other indices may be used, if appropriate. The indices
are not available for direct investment. The data presented is not meant to be
indicative of the performance of the Fund, reflects past performance and does
not guarantee future results.
S&P 500
This index is a readily available, carefully constructed, market value weighted
benchmark of common stock performance. Currently, the S&P Composite Index
includes 500 of the largest stocks (in terms of stock market value) in the
United States; prior to March 1957 it consisted of 90 of the largest stocks.
DOW JONES INDUSTRIAL AVERAGE
This is a total return index based on the performance of 30 blue chip stocks.
U.S. SMALL STOCK INDEX
This index is a market value weighted index of the ninth and tenth deciles of
the New York Stock Exchange (NYSE), plus stocks listed on the American Stock
Exchange (AMEX) and over-the-counter (OTC) with the same or less capitalization
as the upper bound of the NYSE ninth decile.
U.S. INFLATION
The Consumer Price Index for All Urban Consumers (CPI-U), not seasonally
adjusted, is used to measure inflation, which is the rate of change of consumer
goods prices. Unfortunately, the inflation rate as derived by the CPI is not
measured over the same period as the other asset returns. All of the security
returns are measured from one month-end to the next month-end. CPI commodity
prices are collected during the month. Thus, measured inflation rates lag the
other series by about one-half month. Prior to January 1978, the CPI (as
compared with CPI-U) was used. Both inflation measures are constructed by the
U.S. Department of Labor, Bureau of Labor Statistics, Washington, DC.
S&P/BARRA INDEXES
The S&P/BARRA Growth and Value Indexes are constructed by dividing the stocks in
the S&P 500 Index according to price-to-book ratios. The Growth Index contains
stocks with higher price-to-book ratios, and the Value Index contains stocks
with lower price-to-book ratios. Both indexes are market capitalization
weighted.
LONG-TERM U.S. GOVERNMENT BONDS
The total returns on long-term government bonds from 1977 to 1991 are
constructed with data from The Wall Street Journal. Over 1926-1976, data are
obtained from the Government bond file at the Center for Research in Security
Prices (CRSP), Graduate School of Business, University of Chicago. Each year, a
one-bond portfolio with a term of approximately 20 years and a reasonably
current coupon was used, and whose returns did not reflect potential tax
benefits, impaired negotiability, or special redemption or call privileges.
Where callable bonds had to be used, the term of the bond was assumed to be a
simple average of the maturity and first call dates
-24-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
minus the current date. The bond was "held" for the calendar year and returns
were computed. Total returns for 1977-1991 are calculated as the change in the
flat price or and-interest price.
INTERMEDIATE-TERM U.S. GOVERNMENT BONDS
Total returns of the intermediate-term government bonds for 1977-1991 are
calculated from The Wall Street Journal prices, using the change in flat price.
Returns from 1934-1986 are obtained from the CRSP Government Bond File.
Each year, one-bond portfolios are formed, the bond chosen is the shortest
noncallable bond with a maturity not less than 5 years, and this bond is "held"
for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) From 1934-1942, almost all bonds
with maturities near 5 years were partially or full tax-exempt and were selected
using the rules described above. Personal tax rates were generally low in that
period, so that yields on tax-exempt bonds were similar to yields on taxable
bonds. From 1926-1933, there are few bonds suitable for construction of a series
with a 5-year maturity. For this period, five year bond yield estimates are
used.
MSCI
Morgan Stanley Capital International Indices, developed by the Capital
International S.A., are based on share prices of some 1470 companies listed on
the stock exchanges around the world.
Countries in the MSCI EAFE Portfolio are:
Australia; Austria; Belgium; Denmark; Finland; France; Germany; Hong Kong;
Italy; Japan; Netherlands; N. Zealand; Norway; Singapore/Malaysia; Spain;
Sweden; Switzerland; United Kingdom.
6 MONTH CDs
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.
LONG-TERM U.S. CORPORATE BONDS
For 1969-1991, corporate bond total returns are represented by the Salomon
Brothers Long-Term High-Grade Corporate Bond Index. Since most large corporate
bond transactions take place over the counter, a major dealer is the natural
source of these data. The index includes nearly all Aaa- and Aa-rated bonds. If
a bond is downgraded during a particular month, its return for the month is
included in the index before removing the bond from future portfolios.
Over 1926-1968 the total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946-1968, Ibbotson
and Sinquefield backdated the Salomon Brothers' index, using Salomon Brothers'
monthly yield data with a methodology similar to that used by Salomon for
1969-1991. Capital appreciation returns were calculated from yields assuming (at
the beginning of each monthly holding period) a 20-year maturity, a bond price
equal to par, and a coupon equal to the beginning-of-period yield. For the
period 1926-1945, the Standard and Poor's monthly High-Grade Corporate Composite
yield data were used, assuming a 4 percent coupon and a 20-year maturity. The
conventional present-value formula for bond price for the beginning and
end-of-month prices was used. (This formula is presented in Ross, Stephen A.,
and Randolph W. Westerfield, Corporate Finance, Times
-25-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
Mirror/Mosby, St. Louis, 1990, p. 97 ["Level-Coupon Bonds"].) The monthly income
return was assumed to be one-twelfth the coupon.
U.S. (30 DAY) TREASURY BILLS
For the U.S. Treasury bill index, data from The Wall Street Journal are used for
1977-1991; the CRSP U.S. Government Bond File is the source until 1976. Each
month a one-bill portfolio containing the shortest-term bill having not less
than one month to maturity is constructed. (The bill's original term to maturity
is not relevant.) To measure holding period returns for the one-bill portfolio,
the bill is priced as of the last trading day of the previous month-end and as
of the last trading day of the current month.
NAREIT-EQUITY INDEX
All of the data is based upon the last closing price of the month for all
tax-qualified REITs listed on the NYSE, AMSE and the NASDAQ. The data is
market-value-weighted. Prior to 1987 REITs were added to the index the January
following their listing. Since 1987 Newly formed or listed REITs are added to
the total shares outstanding figure in the month that the shares are issued.
Only common shares issued by the REIT are included in the index. The total
return calculation is based upon the weighing at the beginning of the period.
Only those REITs listed for the entire period are used in the total return
calculation. Dividends are included in the month based upon their payment date.
There is no smoothing of income. Liquidating dividends, whether full or partial,
are treated as income.
RUSSELL 2000 SMALL STOCK INDEX
Index of the 2,000 smallest stocks in the Russell 3000 Index (TM); the smallest
company has a market capitalization of approximately $13 million.
The Russell 30000 is comprised of the 3,000 largest US companies as determined
by market capitalization representing approximately 98% of the US equity market.
The largest company in the index has a market capitalization of $67 billion. The
Russell Indexes (TM) are reconstituted annually as of June 1st, based on May 31
market capitalization rankings.
WILSHIRE REAL ESTATE SECURITIES INDEX
The Wilshire Real Estate Securities Index is a market capitalization-weighted
index which measures the performance of more than 85 securities.
The index contains performance data on five major categories of property;
office, retail, industrial, apartment and miscellaneous. Additionally, the Index
has real estate portfolio encumbered by 16% third party mortgages. The companies
in the WRESEC are 79% equity and hybrid REIT's and 21% real estate operating
companies. The capitalization is 47% NYSE, 33% AMEX and 20% OTC."
STANDARD & POOR'S MIDCAP 400 INDEX
The Standard and Poor's MidCap 400 Index is a market-value-weighted index. The
performance data for the MidCap 400 Index were calculated by taking the stocks
presently in the MidCap 400 Index and tracking them backwards in time as long as
there were prices reported. No attempt was made to determine what stocks "might
have been" in the MidCap 400 Index five or ten years ago had it existed.
Dividends are reinvested on a monthly basis prior to June 30, 1991, and are
reinvested daily thereafter.
-26-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
The S&P MidCap 400 Index and the S&P 500 together represent approximately 85% of
the total market capitalization of stocks traded in the United States.
BANK SAVINGS ACCOUNT
Data sources include the U.S. League of Savings Institutions Sourcebook; average
annual yield on savings deposits in FSLIC [FDIC] insured savings institutions
for the years 1963-1987 and The Wall Street Journal for the years 1988-1994.
Source: Ibbotson Associates
-27-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S&P 500 Dow U.S. Small S&P/ S&P/
Jones Stock U.S. BARRA BARRA
Industrials Index Inflation Growth Value
Dec 1928 43.61 55.38 39.69 -0.97 N/A N/A
Dec 1929 -8.42 -13.64 -51.36 0.20 N/A N/A
Dec 1930 -24.90 -30.22 -38.15 -6.03 N/A N/A
Dec 1931 -43.34 -49.03 -49.75 -9.52 N/A N/A
Dec 1932 -8.19 -16.88 -5.39 -10.30 N/A N/A
Dec 1933 53.99 73.71 142.87 0.51 N/A N/A
Dec 1934 -1.44 8.07 24.22 2.03 N/A N/A
Dec 1935 47.67 43.77 40.19 2.99 N/A N/A
Dec 1936 33.92 30.23 64.80 1.21 N/A N/A
Dec 1937 -35.03 -28.88 -58.01 3.10 N/A N/A
Dec 1938 31.12 33.16 32.80 -2.78 N/A N/A
Dec 1939 -0.41 1.31 0.35 -0.48 N/A N/A
Dec 1940 -9.78 -7.96 -5.16 0.96 N/A N/A
Dec 1941 -11.59 -9.88 -9.00 9.72 N/A N/A
Dec 1942 20.34 14.12 44.51 9.29 N/A N/A
Dec 1943 25.90 19.06 88.37 3.16 N/A N/A
Dec 1944 19.75 17.19 53.72 2.11 N/A N/A
Dec 1945 36.44 31.60 73.61 2.25 N/A N/A
Dec 1946 -8.07 -4.40 -11.63 18.16 N/A N/A
Dec 1947 5.71 7.61 0.92 9.01 N/A N/A
Dec 1948 5.50 4.27 -2.11 2.71 N/A N/A
Dec 1949 18.79 20.92 19.75 -1.80 N/A N/A
Dec 1950 31.71 26.40 38.75 5.79 N/A N/A
Dec 1951 24.02 21.77 7.80 5.87 N/A N/A
Dec 1952 18.37 14.58 3.03 0.88 N/A N/A
Dec 1953 -0.99 2.02 -6.49 0.62 N/A N/A
Dec 1954 52.62 51.25 60.58 -0.50 N/A N/A
Dec 1955 31.56 26.58 20.44 0.37 N/A N/A
Dec 1956 6.56 7.10 4.28 2.86 N/A N/A
Dec 1957 -10.78 -8.63 -14.57 3.02 N/A N/A
Dec 1958 43.36 39.31 64.89 1.76 N/A N/A
Dec 1959 11.96 20.21 16.40 1.50 N/A N/A
Dec 1960 0.47 -6.14 -3.29 1.48 N/A N/A
Dec 1961 26.89 22.60 32.09 0.67 N/A N/A
Dec 1962 -8.73 -7.43 -11.90 1.22 N/A N/A
Dec 1963 22.80 20.83 23.57 1.65 N/A N/A
Dec 1964 16.48 18.85 23.52 1.19 N/A N/A
Dec 1965 12.45 14.39 41.75 1.92 N/A N/A
Dec 1966 -10.06 -15.78 -7.01 3.35 N/A N/A
Dec 1967 23.98 19.16 83.57 3.04 N/A N/A
Dec 1968 11.06 7.93 35.97 4.72 N/A N/A
-28-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S&P 500 Dow U.S. Small S&P/ S&P/
Jones Stock U.S. BARRA BARRA
Industrials Index Inflation Growth Value
Dec 1969 -8.50 -11.78 -25.05 6.11 N/A N/A
Dec 1970 4.01 9.21 -17.43 5.49 N/A N/A
Dec 1971 14.31 9.83 16.50 3.36 N/A N/A
Dec 1972 18.98 18.48 4.43 3.41 N/A N/A
Dec 1973 -14.66 -13.28 -30.90 8.80 N/A N/A
Dec 1974 -26.47 -23.58 -19.95 12.20 N/A N/A
Dec 1975 37.20 44.75 52.82 7.01 31.72 43.38
Dec 1976 23.84 22.82 57.38 4.81 13.84 34.93
Dec 1977 -7.18 -12.84 25.38 6.77 -11.82 -2.57
Dec 1978 6.56 2.79 23.46 9.03 6.78 6.16
Dec 1979 18.44 10.55 43.46 13.31 15.72 21.16
Dec 1980 32.42 22.17 39.88 12.40 39.40 23.59
Dec 1981 -4.91 -3.57 13.88 8.94 -9.81 0.02
Dec 1982 21.41 27.11 28.01 3.87 22.03 21.04
Dec 1983 22.51 25.97 39.67 3.80 16.24 28.89
Dec 1984 6.27 1.31 -6.67 3.95 2.33 10.52
Dec 1985 32.16 33.55 24.66 3.77 33.31 29.68
Dec 1986 18.47 27.10 6.85 1.13 14.50 21.67
Dec 1987 5.23 5.48 -9.30 4.41 6.50 3.68
Dec 1988 16.81 16.14 22.87 4.42 11.95 21.67
Dec 1989 31.49 32.19 10.18 4.65 36.40 26.13
Dec 1990 -3.17 -0.56 -21.56 6.11 0.20 -6.85
Dec 1991 30.55 24.19 44.63 3.06 38.37 22.56
Dec 1992 7.67 7.41 23.35 2.90 5.07 10.53
Dec 1993 9.99 16.94 20.98 2.75 1.68 18.60
Dec 1994 1.31 5.06 3.11 2.78 3.13 -0.64
Dec 1995 37.43 36.84 34.46 2.74 38.13 36.99
-29-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Intermediate MSCI Long-
Long-Term -Term U.S. EAFE 6 Term U.S. U.S.
U.S. Gov't Government - Net of MONTH Corporate (30 Day)
Bonds Bonds Taxes CDs Bonds T- Bill
Dec 1925 N/A N/A N/A N/A N/A N/A
Dec 1926 7.77 5.38 N/A N/A 7.37 3.27
Dec 1927 8.93 4.52 N/A N/A 7.44 3.12
Dec 1928 0.1 0.92 N/A N/A 2.84 3.56
Dec 1929 3.42 6.01 N/A N/A 3.27 4.75
Dec 1930 4.66 6.72 N/A N/A 7.98 2.41
Dec 1931 -5.31 -2.32 N/A N/A -1.85 1.07
Dec 1932 16.84 8.81 N/A N/A 10.82 0.96
Dec 1933 -0.07 1.83 N/A N/A 10.38 0.30
Dec 1934 10.03 9.00 N/A N/A 13.84 0.16
Dec 1935 4.98 7.01 N/A N/A 9.61 0.17
Dec 1936 7.52 3.06 N/A N/A 6.74 0.18
Dec 1937 0.23 1.56 N/A N/A 2.75 0.31
Dec 1938 5.53 6.23 N/A N/A 6.13 -0.02
Dec 1939 5.94 4.52 N/A N/A 3.97 0.02
Dec 1940 6.09 2.96 N/A N/A 3.39 0.00
Dec 1941 0.93 0.50 N/A N/A 2.73 0.06
Dec 1942 3.22 1.94 N/A N/A 2.60 0.27
Dec 1943 2.08 2.81 N/A N/A 2.83 0.35
Dec 1944 2.81 1.80 N/A N/A 4.73 0.33
Dec 1945 10.73 2.22 N/A N/A 4.08 0.33
Dec 1946 -0.10 1.00 N/A N/A 1.72 0.35
Dec 1947 -2.62 0.91 N/A N/A -2.34 0.50
Dec 1948 3.40 1.85 N/A N/A 4.14 0.81
Dec 1949 6.45 2.32 N/A N/A 3.31 1.10
Dec 1950 0.06 0.70 N/A N/A 2.12 1.20
Dec 1951 -3.93 0.36 N/A N/A -2.69 1.49
Dec 1952 1.16 1.63 N/A N/A 3.52 1.66
Dec 1953 3.64 3.23 N/A N/A 3.41 1.82
Dec 1954 7.19 2.68 N/A N/A 5.39 0.86
Dec 1955 -1.29 -0.65 N/A N/A 0.48 1.57
Dec 1956 -5.59 -0.42 N/A N/A -6.81 2.46
Dec 1957 7.46 7.84 N/A N/A 8.71 3.14
Dec 1958 -6.09 -1.29 N/A N/A -2.22 1.54
Dec 1959 -2.26 -0.39 N/A N/A -0.97 2.95
Dec 1960 13.78 11.76 N/A N/A 9.07 2.66
Dec 1961 0.97 1.85 N/A N/A 4.82 2.13
Dec 1962 6.89 5.56 N/A N/A 7.95 2.73
Dec 1963 1.21 1.64 N/A N/A 2.19 3.12
Dec 1964 3.51 4.04 N/A 4.18 4.77 3.54
Dec 1965 0.71 1.02 N/A 4.68 -0.46 3.93
-30-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Intermediate MSCI Long-
Long-Term -Term U.S. EAFE 6 Term U.S. U.S.
U.S. Gov't Government - Net of MONTH Corporate (30 Day)
Bonds Bonds Taxes CDs Bonds T- Bill
Dec 1966 3.65 4.69 N/A 5.75 0.20 4.76
Dec 1967 -9.18 1.01 N/A 5.48 -4.95 4.21
Dec 1968 -0.26 4.54 N/A 6.44 2.57 5.21
Dec 1969 -5.07 -0.74 N/A 8.71 -8.09 6.58
Dec 1970 12.11 16.86 -11.66 7.06 18.37 6.52
Dec 1971 13.23 8.72 29.59 5.36 11.01 4.39
Dec 1972 5.69 5.16 36.35 5.38 7.26 3.84
Dec 1973 -1.11 4.61 -14.92 8.60 1.14 6.93
Dec 1974 4.35 5.69 -23.16 10.20 -3.06 8.00
Dec 1975 9.20 7.83 35.39 6.51 14.64 5.80
Dec 1976 16.75 12.87 2.54 5.22 18.65 5.08
Dec 1977 -0.69 1.41 18.06 6.12 1.71 5.12
Dec 1978 -1.18 3.49 32.62 10.21 -0.07 7.18
Dec 1979 -1.23 4.09 4.75 11.90 -4.18 10.38
Dec 1980 -3.95 3.91 22.58 12.33 -2.76 11.24
Dec 1981 1.86 9.45 -2.28 15.50 -1.24 14.71
Dec 1982 40.36 29.1 -1.86 12.18 42.56 10.54
Dec 1983 0.65 7.41 23.69 9.65 6.26 8.80
Dec 1984 15.48 14.02 7.38 10.65 16.86 9.85
Dec 1985 30.97 20.33 56.16 7.82 30.09 7.72
Dec 1986 24.53 15.14 69.44 6.30 19.85 6.16
Dec 1987 -2.71 2.90 24.63 6.58 -0.27 5.47
Dec 1988 9.67 6.10 28.27 8.15 10.70 6.35
Dec 1989 18.11 13.29 10.54 8.27 16.23 8.37
Dec 1990 6.18 9.73 -23.45 7.85 6.78 7.81
Dec 1991 19.3 15.46 12.13 4.95 19.89 5.60
Dec 1992 8.05 7.19 -12.17 3.27 9.39 3.51
Dec 1993 18.24 11.24 32.56 2.88 13.19 2.90
Dec 1994 -7.77 -5.14 7.78 5.40 -5.76 3.90
Dec 1995 31.67 16.8 11.21 5.21 26.39 5.60
-31-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S & P Bank
NAREIT - Russell Wilshire Midcap Savings
Equity 2000 Real Estate 400 Account
Dec 1925 N/A N/A N/A N/A N/A
Dec 1926 N/A N/A N/A N/A N/A
Dec 1927 N/A N/A N/A N/A N/A
Dec 1928 N/A N/A N/A N/A N/A
Dec 1929 N/A N/A N/A N/A N/A
Dec 1930 N/A N/A N/A N/A 5.30
Dec 1931 N/A N/A N/A N/A 5.10
Dec 1932 N/A N/A N/A N/A 4.10
Dec 1933 N/A N/A N/A N/A 3.40
Dec 1934 N/A N/A N/A N/A 3.50
Dec 1935 N/A N/A N/A N/A 3.10
Dec 1936 N/A N/A N/A N/A 3.20
Dec 1937 N/A N/A N/A N/A 3.50
Dec 1938 N/A N/A N/A N/A 3.50
Dec 1939 N/A N/A N/A N/A 3.40
Dec 1940 N/A N/A N/A N/A 3.30
Dec 1941 N/A N/A N/A N/A 3.10
Dec 1942 N/A N/A N/A N/A 3.00
Dec 1943 N/A N/A N/A N/A 2.90
Dec 1944 N/A N/A N/A N/A 2.80
Dec 1945 N/A N/A N/A N/A 2.50
Dec 1946 N/A N/A N/A N/A 2.20
Dec 1947 N/A N/A N/A N/A 2.30
Dec 1948 N/A N/A N/A N/A 2.30
Dec 1949 N/A N/A N/A N/A 2.40
Dec 1950 N/A N/A N/A N/A 2.50
Dec 1951 N/A N/A N/A N/A 2.60
Dec 1952 N/A N/A N/A N/A 2.70
Dec 1953 N/A N/A N/A N/A 2.80
Dec 1954 N/A N/A N/A N/A 2.90
Dec 1955 N/A N/A N/A N/A 2.90
Dec 1956 N/A N/A N/A N/A 3.00
Dec 1957 N/A N/A N/A N/A 3.30
Dec 1958 N/A N/A N/A N/A 3.38
Dec 1959 N/A N/A N/A N/A 3.53
Dec 1960 N/A N/A N/A N/A 3.86
Dec 1961 N/A N/A N/A N/A 3.90
Dec 1962 N/A N/A N/A N/A 4.08
Dec 1963 N/A N/A N/A N/A 4.17
Dec 1964 N/A N/A N/A N/A 4.19
Dec 1965 N/A N/A N/A N/A 4.23
Dec 1966 N/A N/A N/A N/A 4.45
Dec 1967 N/A N/A N/A N/A 4.67
Dec 1968 N/A N/A N/A N/A 4.68
Dec 1969 N/A N/A N/A N/A 4.80
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<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S & P Bank
NAREIT - Russell Wilshire Midcap Savings
Equity 2000 Real Estate 400 Account
Bank Savings Account
Dec 1970 N/A N/A N/A N/A 5.14
Dec 1971 N/A N/A N/A N/A 5.30
Dec 1972 8.01 N/A N/A N/A 5.37
Dec 1973 -15.52 N/A N/A N/A 5.51
Dec 1974 -21.40 N/A N/A N/A 5.96
Dec 1975 19.30 N/A N/A N/A 6.21
Dec 1976 47.59 N/A N/A N/A 6.23
Dec 1977 22.42 N/A N/A N/A 6.39
Dec 1978 10.34 N/A 13.04 N/A 6.56
Dec 1979 35.86 43.09 70.81 N/A 7.29
Dec 1980 24.37 38.58 22.08 N/A 8.78
Dec 1981 6.00 2.03 7.18 N/A 10.71
Dec 1982 21.60 24.95 24.47 22.68 11.19
Dec 1983 30.64 29.13 27.61 26.10 9.71
Dec 1984 20.93 -7.30 20.64 1.18 9.92
Dec 1985 19.10 31.05 22.20 35.58 9.02
Dec 1986 19.16 5.68 20.30 16.21 7.84
Dec 1987 -3.64 -8.77 -7.86 -2.03 6.92
Dec 1988 13.49 24.89 24.18 20.87 7.20
Dec 1989 8.84 16.24 2.37 35.54 7.91
Dec 1990 -15.35 -19.51 -33.46 -5.12 7.80
Dec 1991 35.7 46.05 20.03 50.1 4.61
Dec 1992 14.59 18.41 7.36 11.91 2.89
Dec 1993 19.65 18.91 15.24 13.96 2.73
Dec 1994 3.17 -1.82 1.64 -3.57 4.96
Dec 1995 15.27 28.44 13.65 30.94 5.24
Source: Ibbotson Associates
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<PAGE>
APPENDIX B
Other Pioneer Information
The Pioneer group of mutual funds was established in 1928 with the
creation of Pioneer Fund. Pioneer is one of the oldest and most experienced
money managers in the United States.
As of December 31, 1995, PMC employed a professional investment staff
of 44, with a combined average of 15 years' experience in the financial services
industry.
Total assets of all Pioneer mutual funds at December 31, 1995, were
approximately $12 billion representing 982,369 shareholder accounts - 637,060
non-retirement accounts and 345,309 retirement accounts.
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<PAGE>
PIONEER MONEY MARKET TRUST
Pioneer U.S. Government Money Fund
Class A Shares
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
April 29, 1996
This Statement of Additional Information is not a Prospectus, but
should be read in conjunction with the Prospectus (the "Prospectus") dated April
29, 1996 of Pioneer U.S. Government Money Fund (the "Fund"). The Fund is one
series 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 Fund's Annual Report for the fiscal year ended December 31, 1995 is attached
to this Statement of Additional Information and is hereby incorporated in this
Statement of Additional Information by reference.
TABLE OF CONTENTS
Page
1. Investment Policies and Restrictions................................ 2
2. Management of the Fund.............................................. 3
3. Investment Adviser.................................................. 6
4. Principal Underwriter............................................... 6
5. Distribution Plans.................................................. 7
6. Shareholder Servicing/Transfer Agent................................ 8
7. Custodian........................................................... 8
8. Independent Public Accountants...................................... 8
9. Portfolio Transactions.............................................. 9
10. Tax Status.......................................................... 9
11. Description of Shares...............................................10
12. Certain Liabilities.................................................11
13. Determination of Net Asset Value....................................11
14. Systematic Withdrawal Plan..........................................12
15. Investment Results..................................................12
16. Financial Statements................................................14
Appendix A...............................................................15
Appendix B...............................................................26
-------------------------
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 identifies the Fund's investment objective and principal
investment policies. 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 the 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 the Fund's investment objectives and policies.
Investment Restrictions. The following numerical list sets forth all of
the fundamental investment restrictions applicable to the Fund. These
restrictions cannot be changed unless a majority of the outstanding securities
of the 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.
The 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). The Fund does not intend to borrow money during the coming
year;
(3) make short sales of securities;
(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 Fund, the Fund will not (i) pledge, mortgage or
hypothecate its 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 the Fund, (ii) commit more than 10% of its assets to illiquid
investments, such as repurchase agreements that mature in more than seven days,
(iii) invest more than 5% of its 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
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<PAGE>
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 the
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 Fund.
2. MANAGEMENT OF THE FUND
The Fund's Board of Trustees provides broad supervision over the
affairs of the Fund. The officers of the Fund are responsible for the Fund's
operations. The Trustees and executive officers of the Fund are listed below,
together with their principal occupations during the past five years. An
asterisk indicates those Trustees who are interested persons of the Fund 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, DOB: June
1926
President, Chief Executive Officer and a Director of The Pioneer Group,
Inc. ("PGI"); Chairman and a Director of Pioneering Management Corporation
("PMC") and Pioneer Funds Distributor, Inc. ("PFD"); Director of Pioneering
Services Corporation ("PSC"), Pioneer Capital Corporation ("PCC") and
Forest-Starma (Russian timber joint venture); President and Director of Pioneer
Plans Corporation ("PPC"), Pioneer Investment Corp. ("PIC"), Pioneer Metals and
Technology, Inc. ("PMT"), Pioneer International Corp. ("PIntl"), Pioneer First
Russia, Inc. ("First Russia") and Pioneer Omega, Inc. ("Omega"); Chairman of the
Board and Director of Pioneer Goldfields Limited ("PGL") and Teberebie
Goldfields Limited; Chairman of the Supervisory Board of Pioneer Fonds
Marketing, GmbH ("Pioneer GmbH"); Member of the Supervisory Board of Pioneer
First Polish Trust Fund Joint Stock Company ("PFPT"); Chairman, President and
Trustee of all of the Pioneer mutual funds and Partner, Hale and Dorr (counsel
to the Fund).
RICHARD H. EGDAHL, M.D., Trustee, DOB: December 1926
Boston University Health Policy Institute, 53 Bay State Rd., Boston, MA 02115
Professor of Management, Boston University School of Management;
Professor of Public Health, Boston University School of Public Health; Professor
of Surgery, Boston University School of Medicine; Director, Boston University
Health Policy Institute and 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 facilities firm) and
Springer-Verlag New York, Inc. (publisher); Honorary Trustee, Franciscan
Children's Hospital and Trustee of all of the Pioneer mutual funds.
MARGARET B.W. GRAHAM, Trustee, DOB: May 1947
The Keep, P.O. Box 110, Little Deer Isle, ME 04650
Founding Director, Winthrop Group, Inc (consulting firm) since 1982;
Manager of Research Operations, Xerox Palo Alto Research Center, from 1991 to
1994; Professor of Operations Management and Management of Technology, Boston
University School of Management ("BUSM"), from 1989 to 1993 and Trustee of all
of the Pioneer mutual funds, except Pioneer Variable Contracts Trust.
JOHN W. KENDRICK, Trustee, DOB: July 1917
6363 Waterway Drive, Falls Church, VA 22044
Professor Emeritus and Adjunct Scholar, George Washington University;
Economic Consultant and Director, American Productivity and Quality Center;
American Enterprise Institute and Trustee of all of the Pioneer mutual funds,
except Pioneer Variable Contracts Trust.
MARGUERITE A. PIRET, Trustee, DOB: May 1948
One Boston Place, Suite 2635, Boston, MA 02108
President, Newbury, Piret & Company, Inc. (merchant banking firm) and
Trustee of all of the Pioneer mutual funds.
-3-
<PAGE>
DAVID D. TRIPPLE*, Trustee and Executive Vice President, DOB: February 1944
Executive Vice President and a Director of PGI; President, Chief
Investment Officer and a Director of PMC; Director of PFD, PCC, PIC, PIntl ,
First Russia, Omega and Pioneer SBIC Corporation, Executive Vice President and
Trustee of all of the Pioneer mutual funds.
STEPHEN K. WEST, Trustee, DOB: September 1928
125 Broad Street, New York, NY 10004
Partner, Sullivan & Cromwell (law firm); Trustee, The Winthrop Focus
Funds (mutual funds) and Trustee of all of the Pioneer mutual funds.
JOHN WINTHROP, Trustee, DOB: June 1936
One North Adgers Wharf, Charleston, SC 29401
President, John Winthrop & Co., Inc. (private investment firm);
Director of NUI Corp.; Trustee of Alliance Capital Reserves, Alliance Government
Reserves and Alliance Tax Exempt Reserves and Trustee of all of the Pioneer
mutual funds, except Pioneer Variable Contracts Trust.
WILLIAM H. KEOUGH, Treasurer, DOB: April 1937
Senior Vice President, Chief Financial Officer and Treasurer of PGI;
Treasurer of PFD, PMC, PSC, PCC, PIC, PIntl, PMT, PGL, First Russia, Omega and
Pioneer SBIC Corporation; Treasurer and Director of PPC and Treasurer of all of
the Pioneer mutual funds.
JOSEPH P. BARRI, Secretary, DOB: August 1946
Secretary of PGI, PMC, PPC, PIC, PIntl, PMT, First Russia, Omega and
PCC; Clerk of PFD and PSC; Partner, Hale and Dorr (counsel to the Fund) and
Secretary of all of the Pioneer mutual funds.
ERIC W. RECKARD, Assistant Treasurer, DOB: June 1956
Manager of Fund Accounting of PMC since May 1994, Manager of Auditing,
Compliance and Business Analysis for PGI prior to May 1994 and Assistant
Treasurer of all of the Pioneer mutual funds.
ROBERT P. NAULT, Assistant Secretary, DOB: March 1964
General Counsel and Assistant Secretary of PGI since 1995; Assistant
Secretary of PMC, PIntl, PGL, First Russia, Omega and all of the Pioneer mutual
funds; Assistant Clerk of PFD and PSC; and formerly of Hale and Dorr (counsel to
the Fund) where he most recently served as junior partner.
SHERMAN B. RUSS, Vice President, DOB: July 1937
Senior Vice President of PMC; Vice President of Pioneer Bond Fund,
Pioneer America Income Trust and Pioneer Interest Shares, Inc.
The Fund's Amended and Restated Declaration of Trust (the "Declaration
of Trust") provides that the holders of two-thirds of its outstanding shares may
vote to remove a Trustee of the Fund at any meeting of shareholders. See
"Description of Shares" below. The business address of all officers is 60 State
Street, Boston, Massachusetts 02109.
All of the outstanding capital stock of PFD, PMC and PSC is owned,
directly or indirectly, by PGI, a publicly-owned Delaware corporation. PMC, the
Fund's investment adviser, serves as the investment adviser for the Pioneer
mutual funds listed below and manages the investments of certain institutional
accounts.
The table below lists all the Pioneer mutual funds currently offered to
the public and the investment adviser and principal underwriter for each fund.
-4-
<PAGE>
Investment Principal
Fund Name Adviser Underwriter
Pioneer International Growth Fund PMC PFD
Pioneer Europe Fund PMC PFD
Pioneer Emerging Markets Fund PMC PFD
Pioneer India Fund PMC PFD
Pioneer Capital Growth Fund PMC PFD
Pioneer Mid-Cap Fund PMC PFD
Pioneer Growth Shares PMC PFD
Pioneer Small Company Fund PMC PFD
Pioneer Gold Shares PMC PFD
Pioneer Equity-Income Fund PMC PFD
Pioneer Fund PMC PFD
Pioneer II PMC PFD
Pioneer Real Estate Shares PMC PFD
Pioneer Short-Term Income Trust PMC PFD
Pioneer America Income Trust PMC PFD
Pioneer Bond Fund PMC PFD
Pioneer Income Fund PMC PFD
Pioneer Intermediate Tax-Free Fund PMC PFD
Pioneer Tax-Free Income Fund PMC PFD
Pioneer Cash Reserves Fund PMC PFD
Pioneer Interest Shares, Inc. PMC Note 1
Pioneer Variable Contracts Trust PMC Note 2
Note 1 This fund is a closed-end fund.
Note 2 This is a series of eight separate portfolios designed to provide
investment vehicles for the variable annuity and variable life
insurance contracts of various insurance companies or for certain
qualified pension plans.
To the knowledge of the Fund, no officer or Trustee of the Fund owned
5% or more of the issued and outstanding shares of PGI on March 31, 1996, except
Mr. Cogan who then owned approximately 14% of such shares.
At March 31, 1996, the Trustees and officers of the Fund owned in the
aggregate less than 1% of the outstanding securities of the Fund. As of March
31, 1996, PGI-Rollover IRA Custodian for George E. Siek, Sr. owned approximately
6.96% of Pioneer U.S. Government Money Fund's total assets.
-5-
<PAGE>
Compensation of Officers and Trustees. Commencing on January 1, 1996,
the Fund will pay an annual trustees' fee to each Trustee who is not affiliated
with PGI, PMC, PFD or PSC consisting of two components: (a) a base fee of $500
and (b) a variable fee, calculated on the basis of the average net assets of the
Fund, estimated to be approximately $26 for 1996. In addition, the Fund will pay
a per meeting fee of $120 to each Trustee who is not affiliated with PGI, PMC,
PFD or PSC. The Fund also will pay an annual committee participation fee to
Trustees who serve as members of committees established to act on behalf of one
or more of the Pioneer mutual funds. Committee fees will be allocated to the
Fund on the basis of the Fund's average net assets. Each Trustee who is a member
of the Audit Committee for the Pioneer mutual funds will receive an annual fee
equal to 10% of the aggregate annual trustees' fee, except the Committee Chair
who will receive an annual trustees' fee equal to 20% of the aggregate annual
trustees' fee. The 1996 fees for Audit Committee members and the Audit Committee
Chair are expected to be approximately $6,000 and $12,000, respectively. Members
of the Pricing Committee for the Pioneer mutual funds, as well as any other
committee which renders material functional services to the Board of Trustees
for the Pioneer mutual funds, will receive an annual fee equal to 5% of the
annual trustees' fee, except the Committee Chair who will receive an annual
trustees' fee equal to 10% of the annual trustees' fee. The 1996 fees for
Pricing Committee members and the Pricing Committee Chair are expected to be
approximately $3,000 and $6,000, respectively. Any such fees paid to affiliates
or interested persons of PGI, PMC, PFD or PSC were reimbursed to the Fund under
its management contract.
The Fund pays no salaries or compensation to any of its officers. For
the fiscal period ended December 31, 1995, the Fund paid an annual trustees' fee
of $100, and $1,000 plus expenses per meeting attended, to each Trustee who was
not affiliated with PGI, PMC, PFD or PSC and paid an annual trustees' fee of
$500 plus expenses to each Trustee affiliated with PGI, PMC, PFD or PSC. Any
such fees and expenses paid to affiliates or interested persons of PMC, PFD or
PSC were reimbursed to the Fund under its Management Contract.
The following table provides information regarding the compensation
paid by the Fund and other Pioneer Funds to the Trustees for their services.
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from Fund and
Compensation Part of ioneer Family
Name of Trustee from the Fund* Fund's Expenses of Funds**
John F. Cogan, Jr.*** $ 500 $0 $11,000
Richard H. Egdahl, M.D. 3,155 0 $63,315
Margaret B.W. Graham 3,155 0 $62,398
John W. Kendrick 3,155 0 $62,398
Marguerite A. Piret 3,897 0 $76,704
David D. Tripple*** 500 0 $11,000
Stephen K. West 3,492 0 $68,180
John Winthrop 3,680 0 $71,199
* As of the Fund's fiscal year end.
** As of December 31, 1995 (calendar year end for all Pioneer Funds listed
above).
*** All fees paid by the Fund to "interested" Trustees are reimbursed to the
Fund by PMC.
3. INVESTMENT ADVISER
The Fund 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 Fund (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
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<PAGE>
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 the 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 Fund and if necessary to limit or otherwise reduce other
operating expenses to the extent needed to limit the expenses of the Fund in
accordance with the schedule set forth in the Prospectus under Note 2 to
"Expense Information." PMC's agreement is voluntary and temporary and may be
revised or terminated at any time. The purpose of this policy is to enhance the
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 years ended December 31, 1993, 1994 and 1995,
pursuant to the expense limitation discussed above, the management fees were
reduced by $92,361, $117,274 and $119,725, respectively, resulting in no actual
management fees paid during each of the three fiscal years.
4. PRINCIPAL UNDERWRITER
PFD serves as the principal underwriter for the Fund in connection with
the continuous offering of Fund shares. During the Fund's three most recently
completed fiscal years, no underwriting commissions were paid to PFD. PFD
commenced service as the Fund's principal underwriter as of March 31, 1995.
The 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 Fund's shares, except for expenses incurred by PFD
for which it is reimbursed by the Fund under the Rule 12b-1 distribution plan
applicable to the Class A 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 Fund. PFD also pays certain expenses in connection with the
distribution of the Fund'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 Fund
bears the cost of registering its shares under federal and state securities law
and the laws of certain foreign countries.
The Fund 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 Fund.
The Fund will not generally issue shares for consideration other than
cash. At the Fund'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 Fund; (ii) the securities are acquired by the
Fund 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 Fund
shares may be a taxable transaction to the shareholder.
The redemption price of shares of beneficial interest of the Fund may,
at PMC's discretion, be paid in cash or portfolio securities. The Fund has,
however, elected to be governed by Rule 18f-1 under the 1940 Act pursuant to
which the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the Fund'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 Fund 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 Fund'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.
-7-
<PAGE>
5. DISTRIBUTION PLANS
The Fund has adopted a plan of distribution pursuant to Rule 12b-1
promulgated by the Securities and Exchange Commission (the "SEC") under the 1940
Act with respect to Class A shares (the "Class A Plan" or the "Plan").
Class A Plan. Pursuant to the Class A Plan the 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 the Fund pursuant to
the Class A Plan are accrued daily at a rate which may not exceed the annual
rate of 0.15% of the Fund's average daily net assets attributable to Class A
shares.
General. In accordance with the terms of the Plan, PFD provides to the
Fund for review by the Trustees a quarterly written report of the amounts
expended under the Plan and the purpose for which such expenditures were made.
In the Trustees' quarterly review of the Plan, they will consider the continued
appropriateness and the level of reimbursement or compensation the Plan
provides.
No interested person of the Fund, nor any Trustee of the Fund who is
not an interested person of the Fund, has any direct or indirect financial
interest in the operation of the Plan 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 Plan by the Fund and except to the
extent certain officers may have an interest in PFD's ultimate parent, PGI.
The Plan was 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 Fund, as defined in the 1940 Act (none of whom has or
have any direct or indirect financial interest in the operation of the Plan)
(the "Qualified Trustees"), cast in person at a meeting called for the purpose
of voting on the Plan. In approving the Plan, the Trustees identified and
considered a number of potential benefits which the Plan may provide. The Board
of Trustees believes that there is a reasonable likelihood that the Plan will
benefit the Fund and its current and future shareholders. Under its terms, the
Plan remains in effect from year to year provided such continuance is approved
annually by vote of the Trustees in the manner described above. The 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, and material amendments of the Plan 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 Fund's Class A Plan, authorizing
PFD, in its capacity as principal underwriter of the Fund's shares, to receive
compensation from the Fund pursuant to the Class A Plan. Under the original
Class A Plan, PFD served as servicing agent for the Fund 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 Fund for the services described with respect to the Fund's Class
A shares in the Class A Plan. The Plan may be terminated at any time, without
payment of any penalty, by vote of the majority of the Trustees who are not
interested persons of the Fund 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. The Plan will automatically terminate in the event of its
assignment (as defined in the 1940 Act). In the Trustees' quarterly review of
the Plan, they will consider the Plan's continued appropriateness and the level
of compensation they provide.
During the fiscal year ended December 31, 1995, the Fund incurred total
distribution fees pursuant to the Class A Plan of $37,232.
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.
6. SHAREHOLDER SERVICING/TRANSFER AGENT
The Fund has contracted with PSC, 60 State Street, Boston,
Massachusetts, to act as shareholder services and transfer agent for the Fund.
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.
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<PAGE>
Under the terms of its contract with the Fund, PSC services shareholder
accounts, and its duties include: (i) processing sales, redemptions and
exchanges of shares of the Fund; (ii) distributing dividends and capital gains
associated with Fund 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 $28.00 per shareholder account from the
Fund 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 Fund's assets. The
Custodian's responsibilities include safekeeping and controlling the Fund's cash
and securities, handling the receipt and delivery of securities and collecting
interest and dividends on the Fund's investments. The Custodian does not
determine the investment policies of the Fund or decide which securities the
Fund will buy or sell. The Fund 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 Fund, including the calculation of
yield for the Fund.
8. INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, One International Place, Boston, Massachusetts
02110, is the Fund's independent public accountants, providing audit services,
tax return review and assistance and consultation with respect to the
preparation of filings with the SEC.
9. PORTFOLIO TRANSACTIONS
The Fund intends to fully manage its portfolios by buying and selling
securities, as well as holding securities to maturity. In managing its
portfolio, the Fund seeks to take advantage of market developments and yield
disparities, which may include use of the following strategies:
(1) shortening the average maturity of its portfolio in anticipation
of a rise in interest rates so as to minimize depreciation of principal;
(2) lengthening the average maturity of its portfolio 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 Fund engages in portfolio trading if it believes a transaction net
of costs (including taxes and custodian charges) will help in achieving the
Fund's investment objective.
Decisions relating to the purchase and sale of securities for the Fund,
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
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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 Fund. 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 Fund. Management believes that no exact dollar value can be calculated for
such services.
During the fiscal years ended December 31, 1995, 1994 and 1993,
respectively, the Fund 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 the 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 the 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 the 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 distribution from the excess
of the Fund's net long-term capital gain over its net short-term capital loss
would be treated by shareholders as long-term capital gain without regard to
their holding periods for their Fund shares.
Any dividend declared by the 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.
For federal income tax purposes, the 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.
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 the 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 the Fund qualifies as an RIC
and meets certain income source requirements under Delaware Law, the Fund should
also not be required to pay Delaware corporation income tax.
It is possible that some states will exempt from tax that portion of an
ordinary dividend which represents interest received by the Fund on direct
obligations of the U.S. Government. Therefore, the Fund will report annually to
its 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 the 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 the Fund's shares attributable to direct
obligations of the U.S. government may be exempt from such taxes.
Redemptions and exchanges of shares will generally not result in
taxable gain or loss to the extent the Fund successfully maintains a constant
net asset value per share of $1.00, but a loss may be recognized to the extent a
CDSC is imposed, i.e., in connection with the redemption or exchange of Fund
shares that were acquired by exchange subject to a CDSC.
Federal law requires that the Fund withhold 31% of reportable payments,
including dividends, to shareholders who have not complied with IRS regulations.
In order to avoid this withholding requirement, shareholders must certify on
their Applications, or on separate W-9 Forms, that the Social Security Number or
other Taxpayer Identification Number they provide is their correct number and
that they are not currently subject to backup
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withholding, or that they are exempt from backup withholding. The Fund may
nevertheless be required to withhold if it receives notice from the IRS or a
broker that the number provided is incorrect or backup withholding is applicable
as a result of previous underreporting of interest or dividend income.
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 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 Fund is one of two separate series of the Trust. Pioneer Cash
Reserves Fund is also a separate series of the Trust. 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 the two series named
herein. The Fund is expected to be acquired by Pioneer Cash Reserves Fund on or
about July 1, 1996 pursuant to an agreement and plan of reorganization approved
by the Trustees. 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.
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.
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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.
13. DETERMINATION OF NET ASSET VALUE
The net asset value per share of the Fund is determined twice daily, on
each day the New York Stock Exchange (the "Exchange") is open, at 12:00 noon
Eastern Time and as of the close of regular trading on the Exchange. 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 the Fund is
also determined twice daily, at 12:00 noon Eastern Time and as of the close of
regular trading on the Exchange, if the Exchange was open, 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 the Fund become effective and no shares are tendered for
redemption, the Fund's net asset value per share may not be determined.
The net asset value per share of the Fund is computed by taking the
amount of the value of all of the Fund's assets, less its liabilities, and
dividing it by the number of outstanding shares. For purposes of determining net
asset value, expenses are accrued twice daily, at 12:00 noon Eastern Time and as
of the close of regular trading on the Exchange, and taken into account.
Except as set forth in the following paragraph, the 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 the Fund would receive if it sold the investment.
During periods of declining interest rates, the yield on shares of the Fund
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 Fund resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in the
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 Fund's portfolio investments based upon their
amortized cost and the concomitant expectation to maintain the Fund's per share
net asset value of $1.00 is permitted in accordance with Rule 2a-7 under the
1940 Act pursuant to which the Fund must adhere to certain conditions which are
described in detail in the Prospectus. The Fund must maintain a dollar-weighted
average portfolio maturity of 90 days or less. The maturities of variable rate
demand instruments held in the Fund's portfolio 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 the Fund for the purpose of
maintaining sales and redemptions at a single value. It is the intention of the
Fund to maintain the per-share net asset value of $1.00 but there can be no
assurance of this. Such procedures will include review of the Fund's portfolio
holdings by the Trustees, at such intervals as they may deem appropriate, to
determine whether the Fund's 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 ("SWP") is designed to provide a
convenient method of receiving fixed payments at regular intervals from shares
of the Fund deposited by the applicant under this SWP. Withdrawals are limited
to 10% of the value of the account at the time the plan is implemented if a CDSC
applies (see the Prospectus). You must deposit or purchase for deposit with PSC
shares of the 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
SWP will be credited to the SWP account on the payment date in full and
fractional shares at the net asset value per share in effect on the record date.
SWP payments are made from the proceeds of the redemption of shares
deposited under the SWP in a SWP account. To the extent that such redemptions
for periodic withdrawals exceed dividend income reinvested in the SWP account,
such redemptions will reduce and may ultimately exhaust the number of shares
deposited in the SWP 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 SWP 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 SWP have been
redeemed. The fees of PSC for maintaining SWPs are paid by the Fund.
15. INVESTMENT RESULTS
From time to time, the Fund will provide yield quotations for its
shares. These quotations are calculated by standard methods prescribed by the
SEC and may from time to time be used in the Fund's 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 Fund 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 Fund will vary based on the type,
quality and maturities of the securities held in its portfolios, fluctuations in
short-term interest rates and changes in its expenses.
The Fund's yield quotations are computed 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 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 Fund 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 Fund for the seven-day period
ended December 31, 1995 are as follows:
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Before Expense Limitation After Expense Limitation
Effective Effective
Class A Shares Yield Yield Yield Yield
Pioneer U.S.
Government Money
Fund 4.34% 4.46% 4.96% 5.09%
Automated Information Line. FactFoneSM, Pioneer's 24-hour automated
information line, allows shareholders to dial toll-free 1-800-225-4321 and hear
recorded fund information, including:
. net asset value prices for all Pioneer mutual funds;
. annualized 30-day yields on Pioneer's fixed income funds;
. annualized 7-day yields and 7-day effective (compound) yields for
Pioneer's money market funds; and
. dividends and capital gains distributions on all Pioneer mutual
funds.
Yields are calculated in accordance with SEC mandated standard
formulas.
In addition, by using a personal identification number ("PIN"),
shareholders may enter purchases, exchanges and redemptions, access their
account balance and last three transactions and may order a duplicate statement.
See "FactFoneSM" in the Prospectus for more information.
All performance numbers communicated through FactFoneSM 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.
16. FINANCIAL STATEMENTS
The Fund's financial statements for the year ended December 31, 1995
are included in the Fund's Annual Report dated December 31, 1995, which report
is incorporated by reference into and is attached to this Statement of
Additional Information in reliance upon the report of Arthur Andersen LLP,
independent public accountants, as experts. A copy of the Fund's Annual Report
may also be obtained without charge by calling Shareholder Services at
1-800-225-6292 or by written request to the Fund at 60 State Street, Boston,
Massachusetts 02109.
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APPENDIX A
Description of Commercial Paper Ratings1
Moody's Investors Service, Inc.
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.
Standard & Poor's Ratings Group
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.
1The ratings indicated herein are believed to be the most recent ratings
available at the date of this Statement of Additional Information for the
securities listed. Ratings are generally given to securities at the time of
issuance. While the rating agencies may from time to time revise such ratings,
they undertake no obligation to do so, and the ratings indicated do not
necessarily represent ratings which will be given to these securities on the
date of the Fund's fiscal year-end.
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COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
The following securities indices are well-known, unmanaged measures of market
performance. Advertisements and sales literature for the Fund may refer to these
indices or may present comparisons between the performance of the Fund and one
or more of the indices. Other indices may be used, if appropriate. The indices
are not available for direct investment. The data presented is not meant to be
indicative of the performance of the Fund, reflects past performance and does
not guarantee future results.
S&P 500
This index is a readily available, carefully constructed, market value weighted
benchmark of common stock performance. Currently, the S&P Composite Index
includes 500 of the largest stocks (in terms of stock market value) in the
United States; prior to March 1957 it consisted of 90 of the largest stocks.
DOW JONES INDUSTRIAL AVERAGE
This is a total return index based on the performance of 30 blue chip stocks.
U.S. SMALL STOCK INDEX
This index is a market value weighted index of the ninth and tenth deciles of
the New York Stock Exchange (NYSE), plus stocks listed on the American Stock
Exchange (AMEX) and over-the-counter (OTC) with the same or less capitalization
as the upper bound of the NYSE ninth decile.
U.S. INFLATION
The Consumer Price Index for All Urban Consumers (CPI-U), not seasonally
adjusted, is used to measure inflation, which is the rate of change of consumer
goods prices. Unfortunately, the inflation rate as derived by the CPI is not
measured over the same period as the other asset returns. All of the security
returns are measured from one month-end to the next month-end. CPI commodity
prices are collected during the month. Thus, measured inflation rates lag the
other series by about one-half month. Prior to January 1978, the CPI (as
compared with CPI-U) was used. Both inflation measures are constructed by the
U.S. Department of Labor, Bureau of Labor Statistics, Washington, DC.
S&P/BARRA INDEXES
The S&P/BARRA Growth and Value Indexes are constructed by dividing the stocks in
the S&P 500 Index according to price-to-book ratios. The Growth Index contains
stocks with higher price-to-book ratios, and the Value Index contains stocks
with lower price-to-book ratios. Both indexes are market capitalization
weighted.
LONG-TERM U.S. GOVERNMENT BONDS
The total returns on long-term government bonds from 1977 to 1991 are
constructed with data from The Wall Street Journal. Over 1926-1976, data are
obtained from the Government bond file at the Center for Research in Security
Prices (CRSP), Graduate School of Business, University of Chicago. Each year, a
one-bond portfolio with a term of approximately 20 years and a reasonably
current coupon was used, and whose returns did not reflect potential tax
benefits, impaired negotiability, or special redemption or call privileges.
Where callable bonds had to be used, the term of the bond was assumed to be a
simple average of the maturity and first call dates
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COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
minus the current date. The bond was "held" for the calendar year and returns
were computed. Total returns for 1977-1991 are calculated as the change in the
flat price or and-interest price.
INTERMEDIATE-TERM U.S. GOVERNMENT BONDS
Total returns of the intermediate-term government bonds for 1977-1991 are
calculated from The Wall Street Journal prices, using the change in flat price.
Returns from 1934-1986 are obtained from the CRSP Government Bond File.
Each year, one-bond portfolios are formed, the bond chosen is the shortest
noncallable bond with a maturity not less than 5 years, and this bond is "held"
for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) From 1934-1942, almost all bonds
with maturities near 5 years were partially or full tax-exempt and were selected
using the rules described above. Personal tax rates were generally low in that
period, so that yields on tax-exempt bonds were similar to yields on taxable
bonds. From 1926-1933, there are few bonds suitable for construction of a series
with a 5-year maturity. For this period, five year bond yield estimates are
used.
MSCI
Morgan Stanley Capital International Indices, developed by the Capital
International S.A., are based on share prices of some 1470 companies listed on
the stock exchanges around the world.
Countries in the MSCI EAFE Portfolio are:
Australia; Austria; Belgium; Denmark; Finland; France; Germany; Hong Kong;
Italy; Japan; Netherlands; N. Zealand; Norway; Singapore/Malaysia; Spain;
Sweden; Switzerland; United Kingdom.
6 MONTH CDs
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.
LONG-TERM U.S. CORPORATE BONDS
For 1969-1991, corporate bond total returns are represented by the Salomon
Brothers Long-Term High-Grade Corporate Bond Index. Since most large corporate
bond transactions take place over the counter, a major dealer is the natural
source of these data. The index includes nearly all Aaa- and Aa-rated bonds. If
a bond is downgraded during a particular month, its return for the month is
included in the index before removing the bond from future portfolios.
Over 1926-1968 the total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946-1968, Ibbotson
and Sinquefield backdated the Salomon Brothers' index, using Salomon Brothers'
monthly yield data with a methodology similar to that used by Salomon for
1969-1991. Capital appreciation returns were calculated from yields assuming (at
the beginning of each monthly holding period) a 20-year maturity, a bond price
equal to par, and a coupon equal to the beginning-of-period yield. For the
period 1926-1945, the Standard and Poor's monthly High-Grade Corporate Composite
yield data were used, assuming a 4 percent coupon and a 20-year maturity. The
conventional present-value formula for bond price for the beginning and
end-of-month prices was used. (This formula is presented in Ross, Stephen A.,
and Randolph W. Westerfield, Corporate Finance, Times
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COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
Mirror/Mosby, St. Louis, 1990, p. 97 ["Level-Coupon Bonds"].) The monthly income
return was assumed to be one-twelfth the coupon.
U.S. (30 DAY) TREASURY BILLS
For the U.S. Treasury bill index, data from The Wall Street Journal are used for
1977-1991; the CRSP U.S. Government Bond File is the source until 1976. Each
month a one-bill portfolio containing the shortest-term bill having not less
than one month to maturity is constructed. (The bill's original term to maturity
is not relevant.) To measure holding period returns for the one-bill portfolio,
the bill is priced as of the last trading day of the previous month-end and as
of the last trading day of the current month.
NAREIT-EQUITY INDEX
All of the data is based upon the last closing price of the month for all
tax-qualified REITs listed on the NYSE, AMSE and the NASDAQ. The data is
market-value-weighted. Prior to 1987 REITs were added to the index the January
following their listing. Since 1987 Newly formed or listed REITs are added to
the total shares outstanding figure in the month that the shares are issued.
Only common shares issued by the REIT are included in the index. The total
return calculation is based upon the weighing at the beginning of the period.
Only those REITs listed for the entire period are used in the total return
calculation. Dividends are included in the month based upon their payment date.
There is no smoothing of income. Liquidating dividends, whether full or partial,
are treated as income.
RUSSELL 2000 SMALL STOCK INDEX
Index of the 2,000 smallest stocks in the Russell 3000 Index (TM); the smallest
company has a market capitalization of approximately $13 million.
The Russell 30000 is comprised of the 3,000 largest US companies as determined
by market capitalization representing approximately 98% of the US equity market.
The largest company in the index has a market capitalization of $67 billion. The
Russell Indexes (TM) are reconstituted annually as of June 1st, based on May 31
market capitalization rankings.
WILSHIRE REAL ESTATE SECURITIES INDEX
The Wilshire Real Estate Securities Index is a market capitalization-weighted
index which measures the performance of more than 85 securities.
The index contains performance data on five major categories of property;
office, retail, industrial, apartment and miscellaneous. Additionally, the Index
has real estate portfolio encumbered by 16% third party mortgages. The companies
in the WRESEC are 79% equity and hybrid REIT's and 21% real estate operating
companies. The capitalization is 47% NYSE, 33% AMEX and 20% OTC."
STANDARD & POOR'S MIDCAP 400 INDEX
The Standard and Poor's MidCap 400 Index is a market-value-weighted index. The
performance data for the MidCap 400 Index were calculated by taking the stocks
presently in the MidCap 400 Index and tracking them backwards in time as long as
there were prices reported. No attempt was made to determine what stocks "might
have been" in the MidCap 400 Index five or ten years ago had it existed.
Dividends are reinvested on a monthly basis prior to June 30, 1991, and are
reinvested daily thereafter.
-18-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
The S&P MidCap 400 Index and the S&P 500 together represent approximately 85% of
the total market capitalization of stocks traded in the United States.
BANK SAVINGS ACCOUNT
Data sources include the U.S. League of Savings Institutions Sourcebook; average
annual yield on savings deposits in FSLIC [FDIC] insured savings institutions
for the years 1963-1987 and The Wall Street Journal for the years 1988-1994.
Source: Ibbotson Associates
-19-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S&P 500 Dow U.S. Small S&P/ S&P/
Jones Stock U.S. BARRA BARRA
Industrials Index Inflation Growth Value
Dec 1928 43.61 55.38 39.69 -0.97 N/A N/A
Dec 1929 -8.42 -13.64 -51.36 0.20 N/A N/A
Dec 1930 -24.90 -30.22 -38.15 -6.03 N/A N/A
Dec 1931 -43.34 -49.03 -49.75 -9.52 N/A N/A
Dec 1932 -8.19 -16.88 -5.39 -10.30 N/A N/A
Dec 1933 53.99 73.71 142.87 0.51 N/A N/A
Dec 1934 -1.44 8.07 24.22 2.03 N/A N/A
Dec 1935 47.67 43.77 40.19 2.99 N/A N/A
Dec 1936 33.92 30.23 64.80 1.21 N/A N/A
Dec 1937 -35.03 -28.88 -58.01 3.10 N/A N/A
Dec 1938 31.12 33.16 32.80 -2.78 N/A N/A
Dec 1939 -0.41 1.31 0.35 -0.48 N/A N/A
Dec 1940 -9.78 -7.96 -5.16 0.96 N/A N/A
Dec 1941 -11.59 -9.88 -9.00 9.72 N/A N/A
Dec 1942 20.34 14.12 44.51 9.29 N/A N/A
Dec 1943 25.90 19.06 88.37 3.16 N/A N/A
Dec 1944 19.75 17.19 53.72 2.11 N/A N/A
Dec 1945 36.44 31.60 73.61 2.25 N/A N/A
Dec 1946 -8.07 -4.40 -11.63 18.16 N/A N/A
Dec 1947 5.71 7.61 0.92 9.01 N/A N/A
Dec 1948 5.50 4.27 -2.11 2.71 N/A N/A
Dec 1949 18.79 20.92 19.75 -1.80 N/A N/A
Dec 1950 31.71 26.40 38.75 5.79 N/A N/A
Dec 1951 24.02 21.77 7.80 5.87 N/A N/A
Dec 1952 18.37 14.58 3.03 0.88 N/A N/A
Dec 1953 -0.99 2.02 -6.49 0.62 N/A N/A
Dec 1954 52.62 51.25 60.58 -0.50 N/A N/A
Dec 1955 31.56 26.58 20.44 0.37 N/A N/A
Dec 1956 6.56 7.10 4.28 2.86 N/A N/A
Dec 1957 -10.78 -8.63 -14.57 3.02 N/A N/A
Dec 1958 43.36 39.31 64.89 1.76 N/A N/A
Dec 1959 11.96 20.21 16.40 1.50 N/A N/A
Dec 1960 0.47 -6.14 -3.29 1.48 N/A N/A
Dec 1961 26.89 22.60 32.09 0.67 N/A N/A
Dec 1962 -8.73 -7.43 -11.90 1.22 N/A N/A
Dec 1963 22.80 20.83 23.57 1.65 N/A N/A
Dec 1964 16.48 18.85 23.52 1.19 N/A N/A
Dec 1965 12.45 14.39 41.75 1.92 N/A N/A
Dec 1966 -10.06 -15.78 -7.01 3.35 N/A N/A
Dec 1967 23.98 19.16 83.57 3.04 N/A N/A
Dec 1968 11.06 7.93 35.97 4.72 N/A N/A
-20-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S&P 500 Dow U.S. Small S&P/ S&P/
Jones Stock U.S. BARRA BARRA
Industrials Index Inflation Growth Value
Dec 1969 -8.50 -11.78 -25.05 6.11 N/A N/A
Dec 1970 4.01 9.21 -17.43 5.49 N/A N/A
Dec 1971 14.31 9.83 16.50 3.36 N/A N/A
Dec 1972 18.98 18.48 4.43 3.41 N/A N/A
Dec 1973 -14.66 -13.28 -30.90 8.80 N/A N/A
Dec 1974 -26.47 -23.58 -19.95 12.20 N/A N/A
Dec 1975 37.20 44.75 52.82 7.01 31.72 43.38
Dec 1976 23.84 22.82 57.38 4.81 13.84 34.93
Dec 1977 -7.18 -12.84 25.38 6.77 -11.82 -2.57
Dec 1978 6.56 2.79 23.46 9.03 6.78 6.16
Dec 1979 18.44 10.55 43.46 13.31 15.72 21.16
Dec 1980 32.42 22.17 39.88 12.40 39.40 23.59
Dec 1981 -4.91 -3.57 13.88 8.94 -9.81 0.02
Dec 1982 21.41 27.11 28.01 3.87 22.03 21.04
Dec 1983 22.51 25.97 39.67 3.80 16.24 28.89
Dec 1984 6.27 1.31 -6.67 3.95 2.33 10.52
Dec 1985 32.16 33.55 24.66 3.77 33.31 29.68
Dec 1986 18.47 27.10 6.85 1.13 14.50 21.67
Dec 1987 5.23 5.48 -9.30 4.41 6.50 3.68
Dec 1988 16.81 16.14 22.87 4.42 11.95 21.67
Dec 1989 31.49 32.19 10.18 4.65 36.40 26.13
Dec 1990 -3.17 -0.56 -21.56 6.11 0.20 -6.85
Dec 1991 30.55 24.19 44.63 3.06 38.37 22.56
Dec 1992 7.67 7.41 23.35 2.90 5.07 10.53
Dec 1993 9.99 16.94 20.98 2.75 1.68 18.60
Dec 1994 1.31 5.06 3.11 2.78 3.13 -0.64
Dec 1995 37.43 36.84 34.46 2.74 38.13 36.99
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<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Intermediate MSCI Long-
Long-Term -Term U.S. EAFE 6 Term U.S. U.S.
U.S. Gov't Government - Net of MONTH Corporate (30 Day)
Bonds Bonds Taxes CDs Bonds T- Bill
Dec 1925 N/A N/A N/A N/A N/A N/A
Dec 1926 7.77 5.38 N/A N/A 7.37 3.27
Dec 1927 8.93 4.52 N/A N/A 7.44 3.12
Dec 1928 0.1 0.92 N/A N/A 2.84 3.56
Dec 1929 3.42 6.01 N/A N/A 3.27 4.75
Dec 1930 4.66 6.72 N/A N/A 7.98 2.41
Dec 1931 -5.31 -2.32 N/A N/A -1.85 1.07
Dec 1932 16.84 8.81 N/A N/A 10.82 0.96
Dec 1933 -0.07 1.83 N/A N/A 10.38 0.30
Dec 1934 10.03 9.00 N/A N/A 13.84 0.16
Dec 1935 4.98 7.01 N/A N/A 9.61 0.17
Dec 1936 7.52 3.06 N/A N/A 6.74 0.18
Dec 1937 0.23 1.56 N/A N/A 2.75 0.31
Dec 1938 5.53 6.23 N/A N/A 6.13 -0.02
Dec 1939 5.94 4.52 N/A N/A 3.97 0.02
Dec 1940 6.09 2.96 N/A N/A 3.39 0.00
Dec 1941 0.93 0.50 N/A N/A 2.73 0.06
Dec 1942 3.22 1.94 N/A N/A 2.60 0.27
Dec 1943 2.08 2.81 N/A N/A 2.83 0.35
Dec 1944 2.81 1.80 N/A N/A 4.73 0.33
Dec 1945 10.73 2.22 N/A N/A 4.08 0.33
Dec 1946 -0.10 1.00 N/A N/A 1.72 0.35
Dec 1947 -2.62 0.91 N/A N/A -2.34 0.50
Dec 1948 3.40 1.85 N/A N/A 4.14 0.81
Dec 1949 6.45 2.32 N/A N/A 3.31 1.10
Dec 1950 0.06 0.70 N/A N/A 2.12 1.20
Dec 1951 -3.93 0.36 N/A N/A -2.69 1.49
Dec 1952 1.16 1.63 N/A N/A 3.52 1.66
Dec 1953 3.64 3.23 N/A N/A 3.41 1.82
Dec 1954 7.19 2.68 N/A N/A 5.39 0.86
Dec 1955 -1.29 -0.65 N/A N/A 0.48 1.57
Dec 1956 -5.59 -0.42 N/A N/A -6.81 2.46
Dec 1957 7.46 7.84 N/A N/A 8.71 3.14
Dec 1958 -6.09 -1.29 N/A N/A -2.22 1.54
Dec 1959 -2.26 -0.39 N/A N/A -0.97 2.95
Dec 1960 13.78 11.76 N/A N/A 9.07 2.66
Dec 1961 0.97 1.85 N/A N/A 4.82 2.13
Dec 1962 6.89 5.56 N/A N/A 7.95 2.73
Dec 1963 1.21 1.64 N/A N/A 2.19 3.12
Dec 1964 3.51 4.04 N/A 4.18 4.77 3.54
Dec 1965 0.71 1.02 N/A 4.68 -0.46 3.93
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<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Intermediate MSCI Long-
Long-Term -Term U.S. EAFE 6 Term U.S. U.S.
U.S. Gov't Government - Net of MONTH Corporate (30 Day)
Bonds Bonds Taxes CDs Bonds T- Bill
Dec 1966 3.65 4.69 N/A 5.75 0.20 4.76
Dec 1967 -9.18 1.01 N/A 5.48 -4.95 4.21
Dec 1968 -0.26 4.54 N/A 6.44 2.57 5.21
Dec 1969 -5.07 -0.74 N/A 8.71 -8.09 6.58
Dec 1970 12.11 16.86 -11.66 7.06 18.37 6.52
Dec 1971 13.23 8.72 29.59 5.36 11.01 4.39
Dec 1972 5.69 5.16 36.35 5.38 7.26 3.84
Dec 1973 -1.11 4.61 -14.92 8.60 1.14 6.93
Dec 1974 4.35 5.69 -23.16 10.20 -3.06 8.00
Dec 1975 9.20 7.83 35.39 6.51 14.64 5.80
Dec 1976 16.75 12.87 2.54 5.22 18.65 5.08
Dec 1977 -0.69 1.41 18.06 6.12 1.71 5.12
Dec 1978 -1.18 3.49 32.62 10.21 -0.07 7.18
Dec 1979 -1.23 4.09 4.75 11.90 -4.18 10.38
Dec 1980 -3.95 3.91 22.58 12.33 -2.76 11.24
Dec 1981 1.86 9.45 -2.28 15.50 -1.24 14.71
Dec 1982 40.36 29.1 -1.86 12.18 42.56 10.54
Dec 1983 0.65 7.41 23.69 9.65 6.26 8.80
Dec 1984 15.48 14.02 7.38 10.65 16.86 9.85
Dec 1985 30.97 20.33 56.16 7.82 30.09 7.72
Dec 1986 24.53 15.14 69.44 6.30 19.85 6.16
Dec 1987 -2.71 2.90 24.63 6.58 -0.27 5.47
Dec 1988 9.67 6.10 28.27 8.15 10.70 6.35
Dec 1989 18.11 13.29 10.54 8.27 16.23 8.37
Dec 1990 6.18 9.73 -23.45 7.85 6.78 7.81
Dec 1991 19.3 15.46 12.13 4.95 19.89 5.60
Dec 1992 8.05 7.19 -12.17 3.27 9.39 3.51
Dec 1993 18.24 11.24 32.56 2.88 13.19 2.90
Dec 1994 -7.77 -5.14 7.78 5.40 -5.76 3.90
Dec 1995 31.67 16.8 11.21 5.21 26.39 5.60
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<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S & P Bank
NAREIT - Russell Wilshire Midcap Savings
Equity 2000 Real Estate 400 Account
Dec 1925 N/A N/A N/A N/A N/A
Dec 1926 N/A N/A N/A N/A N/A
Dec 1927 N/A N/A N/A N/A N/A
Dec 1928 N/A N/A N/A N/A N/A
Dec 1929 N/A N/A N/A N/A N/A
Dec 1930 N/A N/A N/A N/A 5.30
Dec 1931 N/A N/A N/A N/A 5.10
Dec 1932 N/A N/A N/A N/A 4.10
Dec 1933 N/A N/A N/A N/A 3.40
Dec 1934 N/A N/A N/A N/A 3.50
Dec 1935 N/A N/A N/A N/A 3.10
Dec 1936 N/A N/A N/A N/A 3.20
Dec 1937 N/A N/A N/A N/A 3.50
Dec 1938 N/A N/A N/A N/A 3.50
Dec 1939 N/A N/A N/A N/A 3.40
Dec 1940 N/A N/A N/A N/A 3.30
Dec 1941 N/A N/A N/A N/A 3.10
Dec 1942 N/A N/A N/A N/A 3.00
Dec 1943 N/A N/A N/A N/A 2.90
Dec 1944 N/A N/A N/A N/A 2.80
Dec 1945 N/A N/A N/A N/A 2.50
Dec 1946 N/A N/A N/A N/A 2.20
Dec 1947 N/A N/A N/A N/A 2.30
Dec 1948 N/A N/A N/A N/A 2.30
Dec 1949 N/A N/A N/A N/A 2.40
Dec 1950 N/A N/A N/A N/A 2.50
Dec 1951 N/A N/A N/A N/A 2.60
Dec 1952 N/A N/A N/A N/A 2.70
Dec 1953 N/A N/A N/A N/A 2.80
Dec 1954 N/A N/A N/A N/A 2.90
Dec 1955 N/A N/A N/A N/A 2.90
Dec 1956 N/A N/A N/A N/A 3.00
Dec 1957 N/A N/A N/A N/A 3.30
Dec 1958 N/A N/A N/A N/A 3.38
Dec 1959 N/A N/A N/A N/A 3.53
Dec 1960 N/A N/A N/A N/A 3.86
Dec 1961 N/A N/A N/A N/A 3.90
Dec 1962 N/A N/A N/A N/A 4.08
Dec 1963 N/A N/A N/A N/A 4.17
Dec 1964 N/A N/A N/A N/A 4.19
Dec 1965 N/A N/A N/A N/A 4.23
Dec 1966 N/A N/A N/A N/A 4.45
Dec 1967 N/A N/A N/A N/A 4.67
Dec 1968 N/A N/A N/A N/A 4.68
Dec 1969 N/A N/A N/A N/A 4.80
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<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S & P Bank
NAREIT - Russell Wilshire Midcap Savings
Equity 2000 Real Estate 400 Account
Bank Savings Account
Dec 1970 N/A N/A N/A N/A 5.14
Dec 1971 N/A N/A N/A N/A 5.30
Dec 1972 8.01 N/A N/A N/A 5.37
Dec 1973 -15.52 N/A N/A N/A 5.51
Dec 1974 -21.40 N/A N/A N/A 5.96
Dec 1975 19.30 N/A N/A N/A 6.21
Dec 1976 47.59 N/A N/A N/A 6.23
Dec 1977 22.42 N/A N/A N/A 6.39
Dec 1978 10.34 N/A 13.04 N/A 6.56
Dec 1979 35.86 43.09 70.81 N/A 7.29
Dec 1980 24.37 38.58 22.08 N/A 8.78
Dec 1981 6.00 2.03 7.18 N/A 10.71
Dec 1982 21.60 24.95 24.47 22.68 11.19
Dec 1983 30.64 29.13 27.61 26.10 9.71
Dec 1984 20.93 -7.30 20.64 1.18 9.92
Dec 1985 19.10 31.05 22.20 35.58 9.02
Dec 1986 19.16 5.68 20.30 16.21 7.84
Dec 1987 -3.64 -8.77 -7.86 -2.03 6.92
Dec 1988 13.49 24.89 24.18 20.87 7.20
Dec 1989 8.84 16.24 2.37 35.54 7.91
Dec 1990 -15.35 -19.51 -33.46 -5.12 7.80
Dec 1991 35.7 46.05 20.03 50.1 4.61
Dec 1992 14.59 18.41 7.36 11.91 2.89
Dec 1993 19.65 18.91 15.24 13.96 2.73
Dec 1994 3.17 -1.82 1.64 -3.57 4.96
Dec 1995 15.27 28.44 13.65 30.94 5.24
Source: Ibbotson Associates
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<PAGE>
APPENDIX B
Other Pioneer Information
The Pioneer group of mutual funds was established in 1928 with the
creation of Pioneer Fund. Pioneer is one of the oldest and most experienced
money managers in the United States.
As of December 31, 1995, PMC employed a professional investment staff
of 44, with a combined average of 15 years' experience in the financial services
industry.
Total assets of all Pioneer mutual funds at December 31, 1995, were
approximately $12 billion representing 982,369 shareholder accounts - 637,060
non-retirement accounts and 345,309 retirement accounts.
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<PAGE>
PIONEER MONEY MARKET TRUST
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
The financial highlights of the Registrant are included in
Part A of the Registration Statement and the financial
statements of the Registrant are incorporated by reference
into Part B of the Registration Statement from the 1995 Annual
Report to Shareholders for the year ended December 31, 1995
(filed electronically on February 20, 1996, accession no.
0000812195-96-000003; file no. 33-13179 and 811-5099.
(b) Exhibits:
1. Agreement and Declaration of Trust (Delaware Business
Trust)*
1.1 Establishment and Designation of Classes for Pioneer
Cash Reserves Fund+
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*
6.1 Underwriting Agreement between Registrant, on behalf
of each series, and Pioneer Funds Distributor, Inc.*
6.2 Form of Dealer Sales Agreement+
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+
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<PAGE>
12. None
13. Stock Purchase Agreement*
14. None
15.1 Amended Class A Rule 12b-1 Distribution Plan*
15.2 Class B Rule 12b-1 Distribution Plan on behalf of
Pioneer Cash Reserves Fund*
15.3 Class C Rule 12b-1 Distribution Plan on behalf of
Pioneer Cash Reserves Fund+
16. Description of Average Annual Total Return and Yield
Calculation*
17. Financial Data Schedules+
18.1 Multiple Class Plan Pursuant to Rule 18f-3 for
Pioneer Cash Reserves Fund for Classes A and B+
18.2 Multiple Class Plan Pursuant to Rule 18f-3 for
Pioneer Cash Reserves Fund for Classes A, B and C+
19. Powers of Attorney*
- ------------------------
+ Filed electronically herewith.
* Incorporated by reference from the Registrant's Post-Effective Amendment
No. 12 to the Registration Statement as filed electronically with the
Securities and Exchange Commission on March 28, 1996 (accession number
00000812195-95-000011).
Item 25. Persons Controlled By or Under Common Control with Registrant.
Percent State/Country
of of
Company Owned By Shares Incorporation
Pioneering Management Corp. (PMC) PGI 100% DE
Pioneering Services Corp. (PSC) PGI 100% MA
Pioneer Capital Corp. (PCC) PGI 100% MA
Pioneer Fonds Marketing GmbH (GmbH) PGI 100% MA
Pioneer SBIC Corp. (SBIC) PGI 100% MA
Pioneer Associates, Inc. (PAI) PGI 100% MA
Pioneer International Corp. (PInt) PGI 100% MA
Pioneer Plans Corp. (PPC) PGI 100% MA
C-2
<PAGE>
Pioneer Goldfields Ltd (PGL) PGI 100% MA
Pioneer Investments Corp. (PIC) PGI 100% MA
Pioneer Metals and Technology,
Inc. (PMT) PGI 100% DE
Pioneer First Polish Trust Fund
Joint Stock Co. (First Polish) PGI 100% Poland
Teberebie Goldfields Ltd. (TGL) PGI 90% Ghana
Pioneer Funds Distributor, Inc.
(PFD) PMC 100% MA
SBIC's outstanding capital stock PCC 100% MA
THE FUNDS: All are parties to management contracts with PMC.
BUSINESS
FUND TRUST
Pioneer International Growth Fund MA
Pioneer Europe Fund MA
Pioneer Emerging Markets Fund DE
Pioneer India Fund DE
Pioneer Growth Trust MA
Pioneer Mid-Cap Fund DE
Pioneer Growth Shares DE
Pioneer Small Company Fund DE
Pioneer Fund DE
Pioneer II DE
Pioneer Real Estate Shares DE
Pioneer Short-Term Income Fund MA
Pioneer America Income Trust MA
Pioneer Bond Fund MA
Pioneer Income Fund DE
Pioneer Intermediate Tax-Free Fund MA
Pioneer Tax-Free Income Fund DE
Pioneer Tax-Free State Series Trust MA
Pioneer Money Market Trust DE
Pioneer Variable Contracts Trust DE
Pioneer Interest Shares, Inc. NE Corporation
OTHER:
. SBIC is the sole general partner of Pioneer Ventures Limited Partnership, a
Massachusetts limited partnership.
. ITI Pioneer AMC Ltd. (ITI Pioneer) (Indian Corp.), is a joint venture
between PMC and Investment Trust of India Ltd. (ITI) (Indian Corp.)
. ITI and PMC own approximately 54% and 45%, respectively, of the total
equity capital of ITI Pioneer.
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<PAGE>
JOHN F. COGAN, JR.
Owns approximately 14% of the outstanding shares of PGI.
TRUSTEE/
ENTITY CHAIRMAN PRESIDENT DIRECTOR OTHER
Pioneer Family of
Mutual Funds X X X
PGL X X X
PGI X X X
PPC X X
PIC X X
Pintl X X
PMT X X
PCC X
PSC X
PMC X X
PFD X X
TGL X X
First Polish X Member of
Supervisory Board
Hale and Dorr Partner
GmbH Chairman of
Supervisory Board
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,
1995:
C-4
<PAGE>
Number of
Title of Class Record Holders
Class A Class B Class C
Shares of Pioneer
Cash Reserves Fund
Shares of Pioneer
U.S. Government Money Fund N/A N/A
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, 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:
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
John F. Cogan, Jr. Director and Chairman Chairman of the Board,
President and Trustee
Robert L. Butler Director and President None
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<PAGE>
David D. Tripple Director Executive Vice
President and Trustee
Steven M. Graziano Senior Vice President None
Stephen W. Long Senior Vice President None
John W. Drachman Vice President None
Barry G. Knight Vice President None
William A. Misata Vice President None
Anne W. Patenaude Vice President None
Gail A. Smyth Vice President None
Constance D. Spiros Vice President None
Marcy L. Supovitz Vice President None
Mary Kleeman 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
Robert P. Nault Assistant Clerk Assistant Secretary
(c) Not applicable.
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.
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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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for effectiveness of this Post-Effective Amendment No. 13 (the "Amendment") to
the Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and Commonwealth
of Massachusetts, on the 26th day of April, 1996.
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: )
)
John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
)
Principal Financial and )
Accounting Officer: )
)
William H. Keough* )
William H. Keough )
A MAJORITY OF THE BOARD OF TRUSTEES:
)
John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
<PAGE>
Richard H. Egdahl, M.D.* )
Richard H. Egdahl, M.D. )
)
John W. Kendrick* )
John W. Kendrick )
)
Marguerite A. Piret* )
Marguerite A. Piret )
)
David D. Tripple* )
David D. Tripple )
)
Stephen K. West* )
Stephen K. West )
)
John Winthrop* )
John Winthrop )
)
Margaret B.W. Graham* )
Margaret B.W. Graham )
*By /s/Joseph P. Barri April 26, 1996
Joseph P. Barri
Attorney-in-Fact
<PAGE>
Exhibit Index
Exhibit
Number Document Title
1.1 Establishment and Designation of Classes for Pioneer Cash Reserves Fund
6.2 Form of Dealer Sales Agreement
10. Opinion of Morris, Nichols, Arsht and Tunnell
11. Consent of Arthur Andersen LLP
15.3 Class C Rule 12b-1 Distribution Plan on behalf of Pioneer Cash Reserves
Fund
17. Financial Data Schedules
18.1 Multiple Class Plan Pursuant to Rule 18f-3 for Pioneer Cash Reserves Fund
for Classes A and B
18.2 Multiple Class Plan Pursuant to Rule 18f-3 for Pioneer Cash Reserves Fund
for Classes A, B and C
PIONEER MONEY MARKET TRUST
Establishment and Designation
of
Class A Shares, Class B Shares and Class C Shares
of Beneficial Interest of
Pioneer Cash Reserves Fund
The undersigned, being a majority of the Trustees of Pioneer Money Market
Trust, a Delaware business trust (the "Trust"), acting pursuant to Article V,
Section 1 of the Agreement and Declaration of Trust dated February, 1995 of the
Trust (the "Declaration"), do hereby divide the shares of beneficial interest of
Pioneer Cash Reserves Fund (the "Fund") (the "Shares"), a series of the Trust,
to create three classes of Shares of the Fund as follows:
1. The three classes of Shares established and designated hereby are
"Class A Shares," "Class B Shares" and "Class C Shares," respectively.
2. Class A Shares, Class B Shares and Class C Shares shall each be
entitled to all of the rights and preferences accorded to Shares under
the Declaration.
3. The purchase price of Class A Shares, Class B Shares and Class C
Shares, the method of determining the net asset value of Class A
Shares, Class B Shares and Class C Shares and the relative dividend
rights of holders of Class A Shares, Class B Shares and Class C Shares
shall be established by the Trustees of the Trust in accordance with
the provisions of the Declaration and shall be set forth in the
Trust's Registration Statement on Form N-1A under the Securities Act
of 1933 and/or the Investment Company Act of 1940, as amended and as
in effect at the time of issuing such Shares.
4. The Trustees, acting in their sole discretion, may determine that any
Shares of the Fund issued are Class A Shares, Class B Shares, Class C
Shares or Shares of any other class of the Fund hereinafter
established and designated by the Trustees.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument this 4th
day of October, 1995.
/s/John F. Cogan, Jr. /s/Marguerite A. Piret
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
/s/Richard H. Egdahl, M.D. /s/David D. Tripple
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
/s/Margaret B.W. Graham /s/Stephen K. West, Esq.
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
/s/John W. Kendrick /s/John Winthrop
John W. Kendrick John Winthrop
as Trustee and not individually as Trustee and not individually
6363 Waterway Drive One North Adgers Wharf
Falls Church, VA 22044 Charleston, SC 29401
PIONEER FUNDS DISTRIBUTOR, INC.
60 State Street
Boston, MA 02109
(617) 742-7825
SALES AGREEMENT
Gentlemen:
Pioneer Funds Distributor, Inc. (PFD), acts as principal underwriter, as
defined in the Investment Company Act of 1940, for the registered investment
companies (the "Funds") listed on Appendix A attached (as amended from time to
time by PFD.) Acting as a principal, PFD offers to sell shares of the Funds
subject to the conditions set forth in this agreement and subsequent amendments
thereto.
1. Shares purchased from PFD for sale to the public shall be offered and
sold at the price or prices, and on the terms and conditions, set forth in the
currently effective prospectus of the Funds, as amended or supplemented from
time to time (the "Prospectus" or "Prospectuses"). In the sale of such shares to
the public you shall act as dealer for your own account or as agent for your
customer and in no transaction shall you have any authority to act or hold
yourself out as agent for PFD, any of the Funds, the Funds' Custodians, the
Funds' Transfer agent, or any other party, and nothing in this agreement shall
constitute you a partner, employee or agent of ours or give you any authority to
act for PFD. Neither PFD nor the funds shall be liable for any of your acts or
obligations as a broker-dealer under this agreement. Nothing herein shall be
construed to prohibit your acting as agent for one or both customers in the sale
of shares by one customer to another and charging such customer(s) a reasonable
commission.
2. Shares purchased from PFD for sale to the public shall be purchased
only to cover orders previously received by you from your customers. Shares
purchased for your own bona fide investment shall not be reoffered or sold
except to the applicable Fund or to PFD. PFD also agrees to purchase shares only
for investment or to cover orders received.
3. If you purchase shares from your customers, you agree to pay such
customers not less than the redemption price in effect on the date of purchase,
as defined in the prospectus of the applicable Fund. Sales of shares at prices
reflecting a discount, concession, commission or other reallowance shall be made
only to registered broker-dealers which are members of the National Association
of Securities Dealers Inc. (NASD) and who also have entered into sales
agreements with PFD.
4. Only unconditional orders for a designated number of shares or dollar
amount of investment shall be accepted. Procedures relating to handling orders
shall be conveyed to you from time to time. All orders are subject to acceptance
or rejection by PFD in our sole discretion.
5. If any shares sold to or through you under the terms of this agreement
are repurchased by PFD or by the issuer or are tendered for redemption within
seven business days after the date of our confirmation of the original purchase
by you, we both agree to pay to the Fund all commissions on such shares.
6. Sales by you to the public shall earn a commission computed as a
percentage of the applicable offering price and which varies with the size and
nature of each such purchase. The terms and conditions affecting the applicable
offering prices on shares sold with a front-end sales charge , including
features such as combined purchase, rights of accumulation, Letters of Intention
and net asset value purchases, are described in the prospectuses. The schedules
of commissions generally payable with respect to sales of the Funds are outlined
on Appendix A to this agreement. Commission checks for less than $1 will not be
issued.
PFD may, from time to time, offer additional commissions or bonuses on
sales by you or your representatives without otherwise revising this agreement.
Any such additional commissions or bonuses shall take effect in accordance with
the terms and conditions contained in written notification to you.
7. Remittance of the net amount due for shares purchased from PFD shall
be made payable to Pioneering Services Corporation (PSC) Agent for the
Underwriter, in New York or Boston funds, within three days of our confirmation
of sale to you, or within such shorter time as specified by the rules of the
NASD or of a registered clearing agent through which the transaction is settled.
Payments made to PSC should be sent to Post Office Box 9014, Boston, MA 02205
(or wired to an account designated by PSC), along with your transfer
instructions on the appropriate copy of our confirmation of sale to you. If such
payment is not received by PSC, we reserve the right to liquidate the shares
purchased for your account and risk. Promptly upon receipt of payment, shares
sold to you shall be deposited by PSC to an account on the books of the Fund(s)
in accordance with your instructions. Certificates will not be issued unless
specifically requested and we reserve the right to levy a charge for issuance of
certificates.
8. You represent that you are and, at the time of purchasing any shares
of the Funds, will be registered as a broker-dealer with the US. Securities and
Exchange Commission (SEC) or are exempt from such registration; if required to
be registered as a broker-dealer you are a member in good standing of the NASD;
you are qualified to act as a broker-dealer in the states or jurisdictions in
which you intend to offer shares of the Funds; you will abide by all applicable
federal and state statutes and the rules of the NASD; and when making sales to
citizens or residents of foreign countries, that you will abide by all
applicable laws and regulations of that country. Expulsion or suspension from
the NASD or revocation or suspension of SEC registration shall act as an
immediate cancellation of this agreement.
9. No person is authorized to make any representations concerning shares
of any of the Funds except those contained in the then current Prospectus or
Statement of Additional Information for such Fund. In purchasing shares from PFD
you shall rely solely on the representations contained in such Prospectuses and
Statements of Additional Information.
10. Additional copies of the current prospectuses, Statements of
Additional Information (SAI), and other literature will be supplied in
reasonable quantities upon request.
<PAGE>
11. We reserve the right in our discretion to suspend sales or withdraw
the offering of shares of any Fund entirely. Either party hereto has the right
to cancel this agreement upon five days' written notice to the other party. We
reserve the right to amend this agreement at any time and you agree that an
order to purchase shares of any one of the Funds placed by you after notice of
such amendment has been sent to you shall constitute your agreement to any such
amendment.
12. All written communications to PFD should be sent to the above address.
All written communications to you will be sent to your address listed below.
13. This agreement shall become effective upon receipt by us of your
acceptance hereof and supersedes any prior agreement between us with respect to
the sales of Shares of any of the Funds.
14. This agreement shall be construed in accordance with the laws of
Massachusetts. The parties hereby agree that all disputes between us of whatever
subject matter, whether existing on the date hereof or arising hereafter, shall
be submitted to arbitration in accordance with the then current Code of
Arbitration Procedure of the NASD, the Uniform Arbitration Act or similar rules.
Arbitration shall take place in the city of Boston, Massachusetts. Any decision
that shall be made in such arbitration shall be final and binding and shall have
the same force and effect as a judgment made in a court of competent
jurisdiction.
15. You appoint the transfer agent for each Fund as your agent to execute
the purchase transactions of Shares of such Fund in accordance with the terms
and provisions of any account, program, plan or service established or used by
your customers and to confirm each purchase to your customers on your behalf,
except as modified in writing by the transfer agent, and you guarantee to us and
the Fund the legal capacity of your customers so purchasing such Shares and any
other person in whose name the Shares are to be registered.
PIONEER FUNDS DISTRIBUTOR, INC.
Date: ,
By:__________________________________
William A. Misata
Vice President
The undersigned hereby accepts the offer set forth in above letter.
By:__________________________________________________
Title:________________________________________________
RETAIN ONE COPY AND RETURN THE OTHER
<PAGE>
APPENDIX A
CLASS A
Schedule 1
<TABLE>
<CAPTION>
<S> <C> <C>
Pioneer Fund Pioneer Mid-Cap Fund* Pioneer Equity-Income Fund
Pioneer II Pioneer Gold Shares Pioneer Growth Shares
Pioneer International Growth Fund Pioneer Europe Fund Pioneer Real Estate Shares
Pioneer Capital Growth Fund Pioneer Emerging Markets Fund Pioneer Small Company Fund
Pioneer India Fund
Sales Charge
as % of Public Broker/Dealer
Purchase Amount Offering Price Commission
Less than $ 50,000.......... 5.75 5.00%
$ 50,000 - 99,999.......... 4.50 4.00
100,000 - 249,999.......... 3.50 3.00
250,000 - 499,999.......... 2.50 2.00
500,000 - 999,999.......... 2.00 1.75
1,000,000 or more .......... none a) see below
Schedule 2
Pioneer Bond Fund Pioneer America Income Trust Pioneer Tax-Free Income Fund
Pioneer Income Fund
Sales Charge
as % of Public Broker/Dealer
Purchase Amount Offering Price Commission
Less than $100,000.......... 4.50 4.00%
$100,000 - 249,999.......... 3.50 3.00
250,000 - 499,000......... 2.50 2.00
500,000 - 999,999......... 2.00 1.75
1,000,000 or more .......... none a) see below
Schedule 3
Pioneer Intermediate Tax-Free Fund
Sales Charge
as % of Public Broker/Dealer
Purchase Amount Offering Price Commission
Less than $ 50,000.......... 3.50 3.00%
$ 50,000 - 99,999......... 3.00 2.50
100,000 - 499,999.......... 2.50 2.00
500,000 - 999,999.......... 2.00 1.75
1,000,000 or more .......... none a) see below
Schedule 4
Pioneer Short-Term Income Trust
Sales Charge
as % of Public Broker/Dealer
Purchase Amount Offering Price Commission
Less than $ 50,000.......... 2.50 2.00%
$ 50,000 - 99,999......... 2.00 1.75
100,000 - 249,999.......... 1.50 1.25
250,000 - 999,999.......... 1.00 1.00
1,000,000 or more .......... none a) see below
</TABLE>
a) Purchases of $1 million or more, and certain group plans, are not subject to
an initial sales charge. PFD may pay a commission to broker-dealers who initiate
and are responsible for such purchases at the following rate: for funds listed
on schedules 1 and 2 above, the rate is as follows: 1% on the first $5 million
invested, .50 of 1% on the next $45 million and .25 of 1% on the excess over 50
million. For funds listed on schedules 3 and 4 : .50 of 1% on purchases of $1
million to $5 million and .10 of 1% on the excess over $5 million. A one-year
prepaid service fee is included in this commission. These commissions shall not
be payable if the purchaser is affiliated with the broker-dealer or if the
purchase represents the reinvestment of a redemption made during the previous 12
calendar months. A contingent deferred sales charge will be payable on these
investments in the event of share redemption within 12 months following the
share purchase, at the rate of 1% on funds in schedules 1 and 2 ; and .50 of 1%
on funds in schedules 3 and 4, of the lesser of the value of the shares redeemed
(exclusive of reinvested dividend and capital gain distributions) or the total
cost of such shares. For additional information about the broker-dealer
commission and contingent deferred sales charge applicable to these
transactions, refer to the Fund's prospectus.
PLEASE RETAIN THIS COPY
<PAGE>
Schedule 5
Pioneer Cash Reserves Fund Pioneer U.S. Government Money Fund
No Load
CLASS B
Schedule 1 Schedule 2 Schedule 3
---------- ---------- ----------
<TABLE>
<CAPTION>
<S> <C> <C>
Pioneer Equity Income Fund Pioneer Intermediate Tax-Free Pioneer Short-Term
Pioneer Bond Fund Fund Income Trust
Pioneer Capital Growth Fund
Pioneer Europe Fund
Pioneer Gold Share
Pioneer America Income Trust
Pioneer Emerging Markets Fund
Pioneer India Fund
Pioneer Cash Reserves Fund
Pioneer Growth Shares
Pioneer Income Fund
Pioneer Tax-Free Income Fund
Pioneer Small Company Fund
Pioneer International Growth Fund
Pioneer Real Estate Shares
Pioneer Mid-Cap Fund*
</TABLE>
Broker/Dealer
Commission 4.00% 3.00% 2.00%
- ----------
Year Since
Purchase CDSC% CDSC% CDSC%
First 4.0 3.0 2.0
Second 4.0 3.0 2.0
Third 3.0 2.0 1.0
Fourth 3.0 1.0 none
Fifth 2.0 none none
Sixth 1.0 none To A Class
Seventh none To A Class
Eigth none
Ninth To A Class
a)Dealer Commission includes a first year service fee equal to 0.25% of the
amount invested in all Class B shares.
CLASS C
<TABLE>
<CAPTION>
<S> <C> <C>
Pioneer America Income Trust Pioneer Bond Fund Pioneer Capital Growth Fund
Pioneer Cash Reserves Funds Pioneer Emerging Markets Fund Pioneer Equity-Income Fund
Pioneer Europe Fund Pioneer Gold Shares Pioneer Growth Shares
Pioneer Income Fund Pioneer Real Estate Shares Pioneer India Fund
Pioneer Intermediate Tax-Free Fund Pioneer Small Company Fund Pioneer Tax-Free Income Fund
Pioneer International Growth Fund Pioneer Mid-Cap Fund*
</TABLE>
a) 1% Payout to Broker
b) 1% CDSC for One Year
*formerly Pioneer Three Fund
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
60 State Street
Boston, MA 02109
(617) 742-7825
SUPPLEMENTAL SALES AND SERVICE AGREEMENT
You have entered into a Sales Agreement with Pioneer Funds Distributor, Inc.
("PFD") with respect to the Pioneer mutual funds for which PFD serves as
principal underwriter ("the Funds").
This agreement incorporates and supplements that agreement. In consideration of
your sales of shares of the Funds, for providing services to shareholders of the
Funds and of the Pioneer money market funds and assisting PFD and its affiliates
in providing such services, we are authorized to pay you certain service fees as
specified herein. Receipt by you of any such service fees is subject to the
terms and conditions contained in the Funds' prospectuses and/or specified
below, as may be amended from time to time.
1. You agree to cooperate as requested with programs that the Funds, PFD or
their affiliates provide to enhance shareholder service.
2. You agree to take an active role in providing such shareholder services as
processing purchase and redemption transactions and, where applicable, exchanges
and account transfers; establishing and maintaining shareholder accounts;
providing certain information and assistance with respect to the Funds;
responding to shareholder inquiries or advising us of such inquiries where
appropriate.
3., You agree to assign an active registered representative to each shareholder
account on your and our records and to reassign accounts when registered
representatives leave your firm. You also agree, with respect to accounts which
are held in nominee or "street" name, to provide such documentation and
verification that active representatives are assigned to all such accounts as
PFD may require from time to time.
4. You agree to pay to the registered representatives assigned to shareholder
accounts a share of any service fees paid to you pursuant to this agreement. You
also agree to instruct your representatives to regularly contact shareholders
whose accounts are assigned to them.
5. You acknowledge that service fee payments are subject to terms and conditions
set forth herein and in the Funds' prospectuses, Statements of Additional
Information and Plans of Distribution and that this agreement may be terminated
by either party at any time by written notice to the other. Any order to
purchase or sell shares received by PFD from you subsequent to the date of our
notification to you of an amendment of the Agreement shall be deemed to be your
acceptance of such an amendment.
6. You acknowledge that your continued participation in this agreement is
subject to your providing a level of support to PFD's marketing and shareholder
retention efforts that is deemed acceptable by PFD. Factors which may be
considered by PFD in this respect include, but are not limited to, the level of
shareholder redemptions, the level of assistance in disseminating shareholder
communications, reasonable access to your offices and/or representatives by PFD
wholesalers or other employees and whether your compensation system or
"preferential list" unduly discriminates against the sale of shares of the
Funds.
7. Service fees will generally be paid quarterly, at the rates and under the
conditions specified on schedule A hereto.
8. All communications to PFD should be sent to the above address. Any notice to
you shall be duly given if mailed or telegraphed to the address specified by you
below. This agreement, in conjunction with the Sales Agreement, describes the
complete understanding of the parties.
This agreement shall be construed under the laws of the Commonwealth of
Massachusetts.
Accepted: Execute this Agreement in duplicate
and return one ofthe duplicate originals to us.
By:___________________________
By:_________________________________________
Title:________________________ William A. Misata
Vice President
RETAIN ONE COPY AND RETURN THE OTHER
<PAGE>
SUPPLEMENTAL SALES AND SERVICE AGREEMENT
WITH PIONEER FUNDS DISTRIBUTOR, INC.
SCHEDULE A
1. Except as specified in Section 4 below, service fees on the aggregate
net asset value of each account assigned to you in Pioneer Fund, Pioneer II, and
Pioneer Mid-Cap Fund** will be paid at the rate of:
a. 0.15% annually on shares acquired prior to August 19, 1991.
b. 0.25% annually on shares acquired on or after August 19, 1991.
2. Except as specified in Section 4 below, service fees on the aggregate
net asset value of each account assigned to you in:
Pioneer America Income Trust Pioneer International Growth Fund
Pioneer Bond Fund Pioneer Growth Shares
Pioneer Intermediate Tax-Free Fund Pioneer Real Estate Shares
Pioneer Europe Fund Pioneer Income Fund
Pioneer Capital Growth Fund Pioneer Tax-Free Income Fund
Pioneer Equity-Income Fund Pioneer Short-Term Income Trust
Pioneer Gold Shares Pioneer India Fund
Pioneer Emerging Markets Fund Pioneer Small Company Fund*
will be paid at the rate of:
a. 0.15% annually if the shares are acquired on or after August 19, 1991,
as a result of an exchange from Pioneer Fund, Pioneer II, or Pioneer Mid-Cap
Fund** of shares owned prior to August 19, 1991.
b. 0.25% annually on all other shares.
3. Except as specified in Section 4 below, service fees will be paid at an
annual rate of 0.15% of the aggregate net asset value of each account assigned
to you in:
Pioneer Cash Reserves Fund
Pioneer US. Government Money Fund
Pioneer California Double Tax-Free Fund
Pioneer Massachusetts Double Tax-Free Fund
Pioneer New York Triple Tax-Free Fund
4. Exceptions -- Service fees will not be paid on accounts representing:
a. Purchases by you or your affiliates, employees or
representatives.
b Shares which were purchased at net asset value, except for sales
of the money market funds or sales on which you are paid a
commission and which are subject to the contingent deferred sales
charge described in the funds' prospectuses.
c. "House" accounts or any other accounts not assigned to an active
registered representative(s).
d. Accounts established in Pioneer Bond Fund prior to January 1,
1986.
e. Service fees of less than $50 per calendar quarter will not be
paid.
f. Pioneer reserves the right to reduce the service fee paid on
individual accounts of more than $10 million.
g. First year services fees on shares subject to a CDSC are at the
rate of 0.25% and are prepaid as part of the initial sales
commission.
5. Service fees on shares sold with a front-end sales charge normally
begin to be earned as soon as the transaction settles, unless specified
otherwise in the fund prospectus. Since the commission on shares sold with a
CDSC includes a prepaid one year service fee , periodic service fees on such
shares are paid beginning one year following the transaction.
6. Service Fees of 1% on class C shares will begin after first year.
* Service fees begin accruing January 1, 1996
** Formerly Pioneer Three Fund
MORRIS, NICHOLS, ARSHT & TUNNELL
1201 NORTH MARKET STREET
P.O. BOX 1347
WILMINGTON, DE 19899-1347
April 25, 1996
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").
We understand that you are about to register under the
Securities Act of 1933, as amended, 10,642,043 Shares of beneficial in the Trust
by Post-Effective Amendment No. 13 to the Trust's Registration Statement on Form
N-1A (the "Post-Effective Amendment").
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 by which the Trust adopted 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 adopted such
Registration Statement; the Post-Effective Amendment; and a certification of
good standing of the Trust obtained as of a recent
<PAGE>
Pioneer Money Market Trust
April 25, 1996
Page 2
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 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.
<PAGE>
Pioneer Money Market Trust
April 25, 1996
Page 3
2. The Shares covered by the Post-Effective Amendment, when
issued to Shareholders 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.
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 hereby consent to the filing of a copy of this opinion 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,
/s/MORRIS, NICHOLS, ARSHT & TUNNELL
MORRIS, NICHOLS, ARSHT & TUNNELL
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 2, 1996 included in Pioneer Money Market Trust's 1995 Annual
Report (and to all references to our firm) included in or made a part of the
Pioneer Money Market Trust Post-Effective Amendment No. 13 to Registration
Statement File No. 33-13179 and Amendment No. 14 to Registration File No.
811-5099.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 26, 1996
CLASS C SHARES DISTRIBUTION PLAN
PIONEER MONEY MARKET TRUST ON BEHALF OF
PIONEER CASH RESERVES FUND
CLASS C SHARES DISTRIBUTION PLAN, dated as of January 31, 1996, of PIONEER
CASH RESERVES FUND (the "Fund"), a series of PIONEER MONEY MARKET TRUST, a
Massachusetts 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 C 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 C Shares distribution plan (the
"Class C 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 C Shares in connection with the Class
C 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 Trust in connection with the offering and
distribution of Class C 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 C Shares in connection
with the offering of Class C Shares, (b) PFD may compensate any Dealer that
sells Class C 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
C shares, its profits or any other source available to it;
<PAGE>
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
Class C Shares by the Fund, and PFD may retain (or receive from the Trust, 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 C Plan, has
evaluated such information as it deemed necessary to an informed determination
whether this Class C 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 C Plan
will benefit the Trust and its Class C shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Class
C Plan for the Fund as a plan of distribution of Class C 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 C 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 with respect to Class C Shares shall be
.75% of the Fund's average daily net assets attributable to Class
C Shares for such year.
(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 C Shares;
printing of reports and prospectuses for other than existing
shareholders; and preparation, printing
-2-
<PAGE>
and distribution of sales literature and advertising materials.
(d) The amount of compensation paid during any one year
for personal and account maintenance services and expenses shall
be .25% of the Fund's average daily net assets attributable to
Class C Shares for such year. As partial consideration for
personal services and/or account maintenance services provided by
PFD to the Class C Shares, PFD shall be entitled to be paid any
fees payable under this clause (d) with respect to Class C 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 C 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 Class C 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 Class C Shares and the provision of services to shareholders of the
Fund. Nothing in this Class C 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 Class C Shares. PFD shall agree and
undertake that any agreement entered into
-3-
<PAGE>
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 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 C Plan shall become effective upon approval by (i) a
"majority of the outstanding voting securities" of Class C of the Trust, (ii) a
vote of the Board of Trustees, and (iii) 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 Class C Plan or in any agreements
related to the Class C Plan (the "Qualified Trustees"), such votes with respect
to (ii) and (iii) above to be cast in person at a meeting called for the purpose
of voting on this Class C Plan.
5. This Class C 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 C Plan shall expire on
January 31, 1997.
6. This Class C Plan may be amended at any time by the Board of Trustees,
provided that this Class C 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
voting securities" of Class C 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 C 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 C 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 C Plan and the purposes
for which such expenditures were made.
-4-
<PAGE>
8. While this Class C 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 C Plan, the terms "assignment,"
"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 C
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 C 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 C Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Class C Plan
shall not be affected thereby.
-5-
[ARTICLE] 6
[CIK] 0000812195
[NAME] PIONEER MONEY MARKET TRUST
[SERIES]
[NUMBER] 011
[NAME] PIONEER CASH RESERVES CLASS A
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 177236677
[INVESTMENTS-AT-VALUE] 177236677
[RECEIVABLES] 2404119
[ASSETS-OTHER] 24411
[OTHER-ITEMS-ASSETS] 70013
[TOTAL-ASSETS] 179735220
[PAYABLE-FOR-SECURITIES] 5000000
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 3340705
[TOTAL-LIABILITIES] 8340705
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 171670578
[SHARES-COMMON-STOCK] 164096391
[SHARES-COMMON-PRIOR] 173470628
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (276063)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 171394515
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 10082013
[OTHER-INCOME] 0
[EXPENSES-NET] (1443220)
[NET-INVESTMENT-INCOME] 8638793
[REALIZED-GAINS-CURRENT] (639)
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 8638154
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (8479787)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 548292258
[NUMBER-OF-SHARES-REDEEMED] 565382384
[SHARES-REINVESTED] 7715889
[NET-CHANGE-IN-ASSETS] (1800689)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] (275424)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 684689
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1996132
[AVERAGE-NET-ASSETS] 167700948
[PER-SHARE-NAV-BEGIN] 1.00
[PER-SHARE-NII] 0.05
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] (0.05)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 1.00
[EXPENSE-RATIO] 0.88
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
<PAGE>
[ARTICLE] 6
[CIK] 0000812195
[NAME] PIONEER MONEY MARKET TRUST
[SERIES]
[NUMBER] 012
[NAME] PIONEER CASH RESERVES CLASS B
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 177236677
[INVESTMENTS-AT-VALUE] 177236677
[RECEIVABLES] 2404119
[ASSETS-OTHER] 24411
[OTHER-ITEMS-ASSETS] 70013
[TOTAL-ASSETS] 179735220
[PAYABLE-FOR-SECURITIES] 5000000
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 3340705
[TOTAL-LIABILITIES] 8340705
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 171670578
[SHARES-COMMON-STOCK] 7574187
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (276063)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 171394515
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 10082013
[OTHER-INCOME] 0
[EXPENSES-NET] (1443220)
[NET-INVESTMENT-INCOME] 8638793
[REALIZED-GAINS-CURRENT] (639)
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 8638154
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (159006)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 23024569
[NUMBER-OF-SHARES-REDEEMED] 15595946
[SHARES-REINVESTED] 145564
[NET-CHANGE-IN-ASSETS] (1800689)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] (275424)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 684689
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1996132
[AVERAGE-NET-ASSETS] 4945606
[PER-SHARE-NAV-BEGIN] 1.00
[PER-SHARE-NII] 0.03
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] (0.03)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 1.00
[EXPENSE-RATIO] 1.66
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
PIONEER MONEY MARKET TRUST
on behalf of
PIONEER CASH RESERVES FUND
Multiple Class Plan Pursuant to Rule 18f-3
Class A Shares and Class B Shares
December 5, 1995
Each class of shares of PIONEER CASH RESERVES FUND (the "Fund"), a series
of PIONEER MONEY MARKET TRUST (the "Trust"), will have the same relative rights
and privileges and be subject to the same sales charges, fees and expenses,
except as set forth below. The Board of Trustees of the Fund may determine in
the future that other distribution arrangements, allocations of expenses
(whether ordinary or extraordinary) or services to be provided to a class of
shares are appropriate and amend this Plan accordingly without the approval of
shareholders of any class. Except as set forth in the Fund's prospectus, shares
may be exchanged only for shares of the same class of another Pioneer mutual
fund.
Article I. Class A Shares
Class A Shares are sold at net asset value and subject to the initial sales
charge schedule or contingent deferred sales charge ("CDSC") and minimum
purchase requirements as set forth in the Fund's prospectus. Class A Shares
shall be entitled to the shareholder services set forth from time to time in the
Fund's prospectus with respect to Class A Shares. Class A Shares are subject to
fees calculated as a stated percentage of the net assets attributable to Class A
shares under the Fund's Class A Rule 12b-1 Distribution Plan as set forth in
such Distribution Plan. The Class A Shareholders have exclusive voting rights,
if any, with respect to the Class A Rule 12b-1 Distribution Plan. Transfer
agency fees are allocated to Class A Shares on a per account basis except to the
extent, if any, such an allocation would cause the Fund to fail to satisfy any
requirement necessary to obtain or rely on a private letter ruling from the
Internal Revenue Service ("IRS") relating to the issuance of multiple classes of
shares. Class A shares shall bear the costs and expenses associated with
conducting a shareholder meeting for matters relating to Class A shares.
<PAGE>
Article II. Class B Shares
Class B Shares are sold at net asset value per share without the imposition
of an initial sales charge. However, Class B shares redeemed within a specified
number of years of purchase will be subject to a CDSC as set forth in the Fund's
prospectus. Class B Shares are sold subject to the minimum purchase requirements
set forth in the Fund's prospectus. Class B Shares shall be entitled to the
shareholder services set forth from time to time in the Fund's prospectus with
respect to Class B Shares. Class B Shares are subject to fees calculated as a
stated percentage of the net assets attributable to Class B shares under the
Class B Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The
Class B Shareholders of the Fund have exclusive voting rights, if any, with
respect to the Fund's Class B Rule 12b-1 Distribution Plan. Transfer agency fees
are allocated to Class B Shares on a per account basis except to the extent, if
any, such an allocation would cause the Fund to fail to satisfy any requirement
necessary to obtain or rely on a private letter ruling from the IRS relating to
the issuance of multiple classes of shares. Class B shares shall bear the costs
and expenses associated with conducting a shareholder meeting for matters
relating to Class B shares.
Class B Shares will automatically convert to Class A Shares of the Fund at
the end of a specified number of years after the initial purchase date of Class
B shares, except as provided in the Fund's prospectus. Such conversion will
occur at the relative net asset value per share of each class without the
imposition of any sales charge, fee or other charge. The conversion of Class B
Shares to Class A Shares may be suspended if it is determined that the
conversion constitutes or is likely to constitute a taxable event under federal
income tax law.
The initial purchase date for Class B shares acquired through (i)
reinvestment of dividends on Class B Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class B
shares were purchased.
Article III. Approval by Board of Trustees
This Plan shall not take effect until it has been approved by the vote of a
majority (or whatever greater percentage may, from time to time, be required
under Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"Act")) of (a) all of the Trustees of the Fund, and (b) those of the Trustees
who are not "interested persons" of the Fund, as such term may be from time to
time defined under the Act.
Article IV. Amendments
No material amendment to the Plan shall be effective unless it is approved
by the Board of Trustees in the same manner as is provided for approval of this
Plan in Article III.
-2-
PIONEER MONEY MARKET TRUST
on behalf of
PIONEER CASH RESERVES FUND
Multiple Class Plan Pursuant to Rule 18f-3
Class A Shares, Class B Shares and Class C Shares
January 31, 1996
Each class of shares of PIONEER CASH RESERVES FUND (the "Fund"), a series
of PIONEER MONEY MARKET TRUST (the "Trust"), will have the same relative rights
and privileges and be subject to the same sales charges, fees and expenses,
except as set forth below. The Board of Trustees may determine in the future
that other distribution arrangements, allocations of expenses (whether ordinary
or extraordinary) or services to be provided to a class of shares are
appropriate and amend this Plan accordingly without the approval of shareholders
of any class. Except as set forth in the Fund's prospectus, shares may be
exchanged only for shares of the same class of another Pioneer mutual fund.
Article I. Class A Shares
Class A Shares are sold at net asset value and subject to the initial sales
charge schedule or contingent deferred sales charge ("CDSC") and minimum
purchase requirements as set forth in the Fund's prospectus. Class A Shares
shall be entitled to the shareholder services set forth from time to time in the
Fund's prospectus with respect to Class A Shares. Class A Shares are subject to
fees calculated as a stated percentage of the net assets attributable to Class A
shares under the Fund's Class A Rule 12b-1 Distribution Plan as set forth in
such Distribution Plan. The Class A Shareholders have exclusive voting rights,
if any, with respect to the Class A Rule 12b-1 Distribution Plan. Transfer
agency fees are allocated to Class A Shares on a per account basis except to the
extent, if any, such an allocation would cause the Fund to fail to satisfy any
requirement necessary to obtain or rely on a private letter ruling from the
Internal Revenue Service ("IRS") relating to the issuance of multiple classes of
shares. Class A shares shall bear the costs and expenses associated with
conducting a shareholder meeting for matters relating to Class A shares.
Article II. Class B Shares
Class B Shares are sold at net asset value per share without the imposition
of an initial sales charge. However, Class B
<PAGE>
shares redeemed within a specified number of years of purchase will be subject
to a CDSC as set forth in the Fund's prospectus. Class B Shares are sold subject
to the minimum purchase requirements set forth in the Fund's prospectus. Class B
Shares shall be entitled to the shareholder services set forth from time to time
in the Fund's prospectus with respect to Class B Shares. Class B Shares are
subject to fees calculated as a stated percentage of the net assets attributable
to Class B shares under the Class B Rule 12b-1 Distribution Plan as set forth in
such Distribution Plan. The Class B Shareholders of the Fund have exclusive
voting rights, if any, with respect to the Fund's Class B Rule 12b-1
Distribution Plan. Transfer agency fees are allocated to Class B Shares on a per
account basis except to the extent, if any, such an allocation would cause the
Fund to fail to satisfy any requirement necessary to obtain or rely on a private
letter ruling from the IRS relating to the issuance of multiple classes of
shares. Class B shares shall bear the costs and expenses associated with
conducting a shareholder meeting for matters relating to Class B shares.
Class B Shares will automatically convert to Class A Shares of the Fund at
the end of a specified number of years after the initial purchase date of Class
B shares, except as provided in the Fund's prospectus. Such conversion will
occur at the relative net asset value per share of each class without the
imposition of any sales charge, fee or other charge. The conversion of Class B
Shares to Class A Shares may be suspended if it is determined that the
conversion constitutes or is likely to constitute a taxable event under federal
income tax law.
The initial purchase date for Class B shares acquired through (i)
reinvestment of dividends on Class B Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class B
shares were purchased.
Article III. Class C Shares
Class C Shares are sold at net asset value per share without the imposition
of an initial sales charge. However, Class C shares redeemed within one year of
purchase will be subject to a CDSC as set forth in the Fund's prospectus. Class
C Shares are sold subject to the minimum purchase requirements set forth in the
Fund's prospectus. Class C Shares shall be entitled to the shareholder services
set forth from time to time in the Fund's prospectus with respect to Class C
Shares. Class C Shares are subject to fees calculated as a stated percentage of
the net assets attributable to Class C shares under the Class C Rule 12b-1
Distribution Plan as set forth in such Distribution Plan. The Class C
Shareholders of the Fund have exclusive voting rights, if any, with respect to
the Fund's Class C Rule 12b-1 Distribution Plan. Transfer agency fees are
allocated to Class C Shares on a
-2-
<PAGE>
per account basis except to the extent, if any, such an allocation would cause
the Fund to fail to satisfy any requirement necessary to obtain or rely on a
private letter ruling from the IRS relating to the issuance of multiple classes
of shares. Class C shares shall bear the costs and expenses associated with
conducting a shareholder meeting for matters relating to Class C shares.
The initial purchase date for Class C shares acquired through (i)
reinvestment of dividends on Class C Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class C
shares were purchased.
Article IV. Approval by Board of Trustees
This Plan shall not take effect until it has been approved by the vote of a
majority (or whatever greater percentage may, from time to time, be required
under Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"Act")) of (a) all of the Trustees of the Trust, on behalf of the Fund, and (b)
those of the Trustees who are not "interested persons" of the Trust, as such
term may be from time to time defined under the Act.
Article V. Amendments
No material amendment to the Plan shall be effective unless it is approved
by the Board of Trustees in the same manner as is provided for approval of this
Plan in Article IV.
-3-
