As Filed With The Securities and Exchange Commission on April 29, 1998
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. 15 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 16 / 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 LLP,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box)
___ immediately upon filing pursuant to paragraph (b)
_X_ on April 30, 1998 pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on [date] pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on [date] pursuant to paragraph (a)(2) of Rule 485
Title of Securities: Shares of Beneficial Interest, no par value
<PAGE>
PIONEER CASH RESERVES FUND
Cross-Reference Sheet Showing Location in Prospectus and
Statement of Additional Information Required by
Items of the Registration Form
<TABLE>
<CAPTION>
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
--------------------- ----------------------
<S> <C> <C>
1. Cover Page................................................. Prospectus - Cover Page
2. Synopsis................................................... Prospectus - Expense Information
3. Condensed Financial Information............................ Prospectus - Financial Highlights
4. General Description of
Registrant.............................................. Prospectus - 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
- 1 -
<PAGE>
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
--------------------- ----------------------
8. Redemption or Repurchase................................... Prospectus - How to Sell Fund Shares; How to
Exchange Fund Shares
9. Pending Legal Proceedings.................................. Not Applicable
10. Cover Page.................................................. Statement of Additional Information - Cover
Page
11. Table of Contents........................................... Statement of Additional Information - Cover
Page
12. General Information and History............................. Statement of Additional Information - Cover
Page; Description of Shares
13. Investment Objectives and Policy............................ Statement of Additional Information -
Investment Policies and Restrictions
14. Management of the Fund...................................... Statement of Additional Information -
Management of the Trust; Investment Adviser
15. Control Persons and Principal
Holders of Securities................................... Statement of Additional Information -
Management of the Trust
16. Investment Advisory and
Other Services.......................................... Statement of Additional Information -
Management of the Trust; Investment Adviser;
Shareholder Servicing/Transfer Agent;
Custodian; Independent Public Accountants
- 2 -
<PAGE>
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
--------------------- ----------------------
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
22. Calculation of Performance Data............................. Statement of Additional Information -
Investment Results
23. Financial Statements........................................ Statement of Additional Information -
Financial Statements
</TABLE>
<PAGE>
PIONEER MONEY MARKET TRUST
PART A
PROSPECTUS
<PAGE>
Pioneer [Pioneer Logo]
Cash Reserves
Fund
Class A, Class B and Class C Shares
Prospectus
April 30, 1998
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 seek 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 30, 1998, as supplemented or revised from time to time,
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 by calling 1-800-225-6292 or through the SEC's
Internet web site (http://www.sec.gov).
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 U.S. 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>
<CAPTION>
TABLE OF CONTENTS PAGE
-------------------------------------------------------- -----
<S> <C> <C>
I. EXPENSE INFORMATION .................................... 2
II. FINANCIAL HIGHLIGHTS ................................... 3
III. INVESTMENT OBJECTIVE AND POLICIES ...................... 4
IV. MANAGEMENT OF THE TRUST ................................ 5
V. FUND SHARE ALTERNATIVES ................................ 6
VI. SHARE PRICE ............................................ 7
VII. HOW TO BUY FUND SHARES ................................. 7
VIII. HOW TO SELL FUND SHARES ................................ 11
IX. HOW TO EXCHANGE FUND SHARES ............................ 12
X. DISTRIBUTION PLANS ..................................... 13
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION .................. 14
XII. SHAREHOLDER SERVICES ................................... 15
Account and Confirmation Statements ................... 15
Additional Investments ................................ 15
Automatic Investment Plans ............................ 15
Financial Reports and Tax Information ................. 16
Dividend Options ...................................... 16
Voluntary Tax Withholding ............................. 16
Retirement Plans ...................................... 16
Yield Information ..................................... 16
Telecommunications Device for the Deaf (TDD) .......... 16
Systematic Withdrawal Plans ........................... 16
Telephone Transactions ................................ 17
FactFoneSM ............................................ 17
XIII. THE TRUST .............................................. 17
XIV. INVESTMENT RESULTS ..................................... 18
XV. APPENDIX ............................................... 18
</TABLE>
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE 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 has been restated to reflect the elimination of an expense
limitation in effect during the fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses: Class A Class B Class C
<S> <C> <C> <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 .......................... 0.40% 0.40% 0.40%
12b-1 Fees .............................. 0.13% 1.00% 1.00%
Other Expenses (including transfer
agent fee, custodian fees and
accounting and printing expenses) ..... 0.45% 0.38% 0.41%
----- ----- -----
Total Operating Expenses ................ 0.98% 1.78% 1.81%
===== ===== =====
</TABLE>
- ------------
(1) Separate fees (currently $10 and $20, respectively) apply to U.S. or
international wire transfers of redemption proceeds.
Example:
You would pay the following expenses on a $1,000 investment, with or
without redemption at the end of each time period, assuming a 5% annual return,
reinvestment of all dividends and distributions and that the percentage amounts
listed under "Annual Operating Expenses" remain the same each year.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Class A Shares ............. $10 $31 $ 54 $120
Class B Shares
--Assuming complete
redemption at
end of period .......... $58 $86 $116 $188*
--Assuming no
redemption ............. $18 $56 $ 96 $188*
Class C Shares**
--Assuming complete
redemption at
end of period .......... $28 $57 $ 98 $213
--Assuming no
redemption ............. $18 $57 $ 98 $213
</TABLE>
- ------------
*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 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.
For further information regarding management fees, Rule 12b-1 fees and
other expenses of the Fund, see "Management of the Trust," "Distribution Plans"
and "How To Buy Fund Shares" in this Prospectus and "Management of the Trust"
and "Underwriting Agreement and Distribution Plans" in the Statement of
Additional Information.
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
Fund's payment of a Rule 12b-1 fee may result in long-term shareholders paying
more than the economic equivalent of the maximum sales charge permitted under
the Conduct Rules of the National Association of Securities Dealers, Inc.
2
<PAGE>
II. FINANCIAL HIGHLIGHTS
The following information has been audited by Arthur Andersen LLP,
independent public accountants. Arthur Andersen LLP's report on the financial
statements of Pioneer Money Market Trust (the "Trust") as of December 31, 1997
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. The Annual Report includes more information about the Fund's
performance and is available free of charge by calling Shareholder Services at
1-800-225-6292.
Pioneer Cash Reserves Fund
Selected Data for a Class A Share Outstanding for Each Period Presented:
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------------
1997 1996 1995 1994
-------- -------- -------- -------
<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 $ 0.05 $ 0.05 $ 0.03
Distributions to shareholders:
Net investment income ...................... (0.05) (0.05) (0.05) (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* ............................... 4.78% 4.65% 5.17% 3.57%
Ratios/Supplemental Data
Ratio of net expenses to average net
assets ..................................... 0.94%++ 0.91%++ 0.88%++ 0.50%
Ratio of net investment income to
average net assets ......................... 4.62%++ 4.50%++ 5.00%++ 2.59%
Net assets, end of period (in thousands) $209,041 $189,346 $163,820 $173,195
Ratios assuming no waiver of
management fees by PMC and no
reduction for fees paid indirectly:
Net expenses .............................. 0.98% 1.05% 1.15% 0.65%
Net investment income ..................... 4.58% 4.36% 4.73% 2.44%
Ratios assuming waiver of
management fees by PMC and
reduction for fees paid indirectly:
Net expenses .............................. 0.87% 0.85% 0.82% --
Net investment income ..................... 4.69% 4.56% 5.06% --
<CAPTION>
For the Year Ended December 31,
--------------------------------------------------------------------
1993 1992 1991 1990 1989 1988
-------- -------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ........ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------- ------- -------- -------- -------- --------
Income from investment operations:
Net investment income ...................... $ 0.02 $ 0.03 $ 0.05 $ 0.07 $ 0.08 $ 0.07
Distributions to shareholders:
Net investment income ...................... (0.02) (0.03) (0.05) (0.07) (0.08) (0.07)
-------- -------- -------- --------- -------- --------
Net increase in net asset value ............ $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
-------- -------- -------- --------- -------- --------
Net asset value, end of period .............. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ========= ======== ========
Total return* ............................... 2.47% 3.06% 5.29% 7.74% 8.80% 7.05%
Ratios/Supplemental Data
Ratio of net expenses to average net
assets ..................................... 0.75% 0.81% 0.88% 0.75% 0.82% 0.78%
Ratio of net investment income to
average net assets ......................... 2.44% 3.03% 5.23% 7.53% 8.43% 6.91%
Net assets, end of period (in thousands) $64,841 $59,097 $73,010 $101,120 $80,121 $59,592
Ratios assuming no waiver of
management fees by PMC and no
reduction for fees paid indirectly:
Net expenses .............................. 1.10% 1.01% + + + 0.91%
Net investment income ..................... 2.09% 2.82% + + + 6.77%
Ratios assuming waiver of
management fees by PMC and
reduction for fees paid indirectly:
Net expenses .............................. -- -- -- -- -- --
Net investment income ..................... -- -- -- -- -- --
</TABLE>
Selected Data for a Class B Share Outstanding for Each Period Presented:
<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------- March 31, 1995 to
1997 1996 December 31, 1995
----- ----- -----------------
<S> <C> <C> <C>
Net asset value, beginning of period ........................ $ 1.00 $ 1.00 $ 1.00
--------- --------- --------
Income from investment operations:
Net investment income ...................................... $ 0.04 $ 0.04 $ 0.03
Distributions to shareholders from:
Net investment income ...................................... (0.04) (0.04) (0.03)
--------- --------- ----------
Net asset value, end of period .............................. $ 1.00 $ 1.00 $ 1.00
========= ========= ==========
Total return* ............................................... 3.89% 3.82% 3.28%
Ratios/Supplemental Data
Ratio of net expenses to average net assets ................. 1.75%++ 1.75%++ 1.66%**++
Ratio of net investment income to average net assets ........ 3.85%++ 3.66%++ 4.20%**++
Net assets, end of period (in thousands) .................... $ 32,477 $ 10,342 $ 7,574
Ratios assuming no waiver of management fees by PMC
and no reduction for fees paid indirectly:
Net expenses .............................................. 1.78% 1.88% 1.86%**
Net investment income ..................................... 3.82% 3.53% 4.00%**
Ratios assuming waiver of management fees by PMC
and reduction for fees paid indirectly:
Net expenses .............................................. 1.70% 1.67% 1.61%**
Net investment income...................................... 3.90% 3.74% 4.25%**
</TABLE>
------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions and the complete redemption of the
investment at the net asset value at the end of each period.
** Annualized.
+ No reduction of fees or expenses in this period.
++ Ratio assuming no reduction for fees paid indirectly.
3
<PAGE>
II. FINANCIAL HIGHLIGHTS (continued)
Selected Data for a Class C Share Outstanding for Each Period Presented:
<TABLE>
<CAPTION>
For the January 31, 1996
Year Ended to
December 31, 1997 December 31, 1996
------------------- ------------------
<S> <C> <C>
Net asset value, beginning of period ..................................................... $ 1.00 $ 1.00
------- ------
Income from investment operations:
Net investment income ................................................................... $ 0.04 $ 0.03
Distributions to shareholders from:
Net investment income ................................................................... (0.04) (0.03)
------- --------
Net asset value, end of period ........................................................... $ 1.00 $ 1.00
======= ========
Total return* ............................................................................ 3.96% 3.35%
Ratios/Supplemental Data
Ratio of net expenses to average net assets .............................................. 1.79%+ 1.84%**+
Ratio of net investment income to average net assets ..................................... 3.84%+ 3.61%**+
Net assets, end of period (in thousands) ................................................. $ 7,537 $ 912
Ratios assuming no waiver of management fees by PMC and no reduction for fees
paid indirectly:
Net expenses .......................................................................... 1.81% 1.95%**
Net investment income ................................................................. 3.82% 3.50%**
Ratios assuming waiver of management fees by PMC and reduction for fees paid
indirectly:
Net expenses .......................................................................... 1.62% 1.77%**
Net investment income.................................................................. 4.01% 3.68%**
</TABLE>
- -------------------------
*Assumes initial investment at net asset value at the beginning of each
period, reinvestment of distributions, and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
III. INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund is to seek 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
The 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.
(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.
4
<PAGE>
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.
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.
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.
IV. MANAGEMENT OF THE TRUST
The Fund is the sole series of the Trust. The Trust's Board of Trustees has
overall responsibility for management and supervision of the Fund. 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 name and general background of each Trustee and
executive officer of the Trust.
The Fund is managed under a contract with PMC which serves as investment
adviser to the Fund and is responsible for the overall management of the Fund's
business affairs. PMC is a wholly owned subsidiary of The Pioneer Group, Inc.
("PGI"), a publicly-traded Delaware corporation. Pioneer Funds Distributor,
Inc. ("PFD"), an indirect wholly owned subsidiary of PGI, is the principal
underwriter of the Fund.
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. In an effort to avoid conflicts of
interest with the Fund, the Fund and PMC have adopted a Code of Ethics that is
designed to main-
5
<PAGE>
tain a high standard of personal conduct by directing that all personnel defer
to the interests of the Fund and its shareholders in making personal securities
transactions.
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 ordinary operating
expenses, including executive salaries and the rental of 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, state or blue sky securities agencies and foreign countries, including the
preparation of Prospectuses and Statements of Additional Information for filing
with the SEC; (g) all expenses of shareholders' and Trustees' meetings and of
preparing, printing and distributing prospectuses, notices, proxy statements and
all reports to shareholders and to governmental agencies; (h) charges and
expenses of legal 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 Investment Company Act of 1940, as amended, (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.
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. See "Expense Information" in this Prospectus and "Investment Adviser"
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.
Certain information technology experts currently predict the possibility of
a widespread failure of computer systems and certain other equipment which will
be triggered on or after certain dates--primarily January 1, 2000--due to a
systemic inability to process date-related information. This scenario, commonly
known as the "Year 2000 Problem," could have an adverse impact on individuals
and businesses including the Fund and other mutual funds and financial
organizations. PMC and its affiliates are taking steps believed to be adequate
to address the Year 2000 Problem with respect to the systems and equipment
controlled by the Fund's investment adviser, broker-dealer and transfer agent.
In addition, other entities providing services to the Fund and its shareholders
are being asked to provide assurances that they have undertaken similar measures
with respect to their systems and equipment. Although PMC is not expecting any
adverse impact to it or its clients from the Year 2000 Problem, it cannot
provide complete assurances that its efforts or the efforts of its key vendors
will be successful.
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
6
<PAGE>
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% of the Fund's
average daily net assets attributable to Class B shares. Your entire investment
in Class B shares is avail-able 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 shares are subject to distribution and service fees at a
combined annual rate of up to 1% 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 Pioneer mutual 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 on each day the New York
Stock Exchange (the "Exchange") is open as of the close of regular trading on
the Exchange.
Securities are valued at amortized cost. Under the amortized cost pricing
method, a portfolio investment is valued at its cost and, thereafter, any
discount or premium is amortized to maturity, regardless of the impact of
fluctuating interest rates on the market value of the investment. Amortized cost
pricing facilitates the maintenance of a $1.00 constant 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 sales agreements
with 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 $100 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 and Class C 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
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<PAGE>
("State Street Bank") account with the Federal Reserve Bank of Boston.
If your purchase order is received in good order prior to the close of the
Exchange (normally, 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
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
sales 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 P.O.
Box 9014, Boston, Massachusetts 02205-9014 the above address. Cash and third
party checks 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 indicate otherwise on your Account
Application or by writing to PSC. The telephone purchase option may be used to
purchase additional shares for an existing Pioneer mutual 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. PSC 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" for additional information.
By Wire. (Class A shares only) When you wish to wire money to an existing
Pioneer mutual fund 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:
<TABLE>
<S> <C>
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
</TABLE>
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.
8
<PAGE>
Selecting a Class of Shares
Class A Shares. You may buy Class A shares at NAV 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 then shares held
longest during the six-year period. As a result, you will pay the lowest
possible CDSC.
The CDSC for Class B shares subject to a CDSC upon redemption will be
determined as follows:
<TABLE>
<CAPTION>
CDSC as a Percentage of Dollar
Year Since Purchase Amount Subject to CDSC
- -------------------------------- ------------------------------------
<S> <C>
First .......................... 4.0%
Second ......................... 4.0%
Third .......................... 3.0%
Fourth ......................... 3.0%
Fifth .......................... 2.0%
Sixth .......................... 1.0%
Seventh and thereafter ......... none
</TABLE>
Class B shares will automatically convert into Class A shares at the
beginning 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 NAV 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%. 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 an UGMA, an UTMA or a trust account, waiver applies upon the death of
all beneficial owners) or a total and permanent disability (as defined in
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<PAGE>
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 701/2 may exceed the 10% limit only if the distribution amount is based
on plan assets held in Pioneer mutual funds); (c) the distribution is from a
401(a) or 401(k) retirement plan and is a return of excess employee deferrals or
employee contributions or a qualifying hardship distribution as defined by the
Code or results from a termination of employment (limited with respect to a
termination to 10% per year of the value of the plan's assets in the Fund as of
the later of the prior December 31 or the date the account was established
unless the plan's assets are being rolled over to or reinvested in the same
class of shares of a Pioneer mutual fund subject to the CDSC of the shares
originally held); (d) the distribution is from an IRA, 403(b) or
employer-sponsored retirement plan and is to be rolled over to or reinvested in
the same class of shares in a Pioneer mutual fund and which will be subject to
the applicable CDSC upon redemption; (e) the distribution is in the form of a
loan to a participant in a plan which permits loans (each repayment of the loan
will constitute a new sale which will be subject to the applicable CDSC upon
redemption); or (f) the distribution is from a qualified defined contribution
plan and represents a participant's directed transfer (provided that this
privilege has been pre-authorized through a prior agreement with PFD regarding
participant directed transfers).
The CDSC on Class 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 shareholder 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 any shares subject to a CDSC may be waived or reduced for
either non-retirement or retirement plan accounts if the redemption is made
pursuant to each Fund's right to liquidate or involuntarily redeem shares in a
shareholder's account. The CDSC on any shares subject to a CDSC will not be
applicable if the selling broker-dealer elects, with PFD's approval, to waive
receipt of the commission normally paid at the time of the sale.
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 the 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 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 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
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<PAGE>
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:
[bullet] If you are selling shares from a retirement account, other than an
IRA, 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 or IRA, 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. Sale proceeds for shares originally
purchased by check may be held 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.
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 and Class C 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, Massachusetts 02205-9014, however, you must use a written request,
including a signature guarantee, to sell your shares if any of the following
applies:
[bullet] you wish to sell over $100,000 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 mutual fund
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, PSC will send the proceeds of the sale to the
address of record.
11
<PAGE>
Fiduciaries or corporations are required to submit additional documents. For
more information, contact PSC at 1-800-225-6292.
Written requests will not be processed 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, any certificates are endorsed by the record
owner(s) exactly as the shares are registered and the signature(s) are
guaranteed by an eligible guarantor. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union (if authorized under state
law), securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee. Signature
guarantees are not accepted by fax. The Fund may waive the signature guarantee
requirement for redemption requests of $100,000 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 indicate otherwise on your Account
Application or by writing to the PSC. Proper account identification will be
required for each telephone redemption. You may redeem up to $100,000 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 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, except IRAs. You may always
elect to deliver redemption instructions to PSC by mail. See "Telephone
Transactions" 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 PSC 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. 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 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.
12
<PAGE>
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicate 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-, will be recorded. You are strongly urged to consult with your
financial representative prior to requesting a telephone exchange. See
"Telephone Transactions" 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 day of the month designated on your
Account Application or Account Options form.
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 4:00 p.m. Eastern time will be
effective on that day 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 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 organiza-
13
<PAGE>
tions (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 Class A 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 sales 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 sales 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.
When a broker-dealer sells Class B or Class C shares and elects, with PFD's
approval, to waive its right to receive the commission normally paid at the time
of the sale, PFD may cause all or a portion of the distribution fees described
above to be paid to the broker-dealer.
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 tax on income and capital gains distributed
to shareholders as required under the Code.
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.
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<PAGE>
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 from income
and/or capital gains may also be paid at such other times as may be necessary
for the Fund to avoid federal income or excise tax. The Fund's dividends and
distributions will not qualify for any dividends-received deduction available to
corporate shareholders.
Dividends and other distributions 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 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 Internal
Revenue Service ("IRS") or a broker that such 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, trusts or estates and who are subject to U.S.
federal income tax. A state income (and possibly local income and/or intangible
property) tax exemption is generally available to the extent the Fund's
distributions are derived from interest on (or, in the case of intangible
property taxes, the value of its shares is attributable to) certain U.S.
government obligations, provided in some states that certain concentration,
designation, reporting or other requirements are satisfied. The Fund will not
attempt to and may not 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. Shareholders should consult their own tax advisors
regarding state, local and other applicable tax laws, including the effect of
recent federal tax legislation, in their particular circumstances.
XII. 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 as transactions occur, except Automatic Investment Plan
transactions which are confirmed quarterly. The Pioneer Combined Account
Statement, mailed quarterly, is available to all shareholders who have more than
one Pioneer mutual fund 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 purchases,
exchanges or redemptions of shares by mail or telephone, automatic reinvestment
of dividends and capital gains distributions, withdrawal plans, Letters of
Intent, rights of accumulation 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 regular
trading on 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
electronic funds transfer from your bank account. Pioneer Investomatic Plan
investments are voluntary, and you may discontinue your plan at any time or
change your plan elections for the dollar amount, frequency or investment date
by calling PSC at 1-800-225-6292, or by sending a written request to Share-
15
<PAGE>
holder Services, Pioneering Services Corporation, P.O. Box 9014, Boston,
Massachusetts 02205-9014. A change to your bank information must be made in
writing on an Account Options Form. You should allow up to five business days
for PSC to make changes to an established plan. PSC acts as agent for the
purchaser, the broker-dealer and PFD in maintaining these plans.
Financial Reports and Tax Information
As a shareholder, you will receive financial reports at least
semi-annually. In January of each year, the Fund will mail to you 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.
If you elect to receive dividends in cash and a distribution check issued to
you is returned by the U.S. Postal Service as not deliverable or a
distribution check remains uncashed for six months or more, the amount of the
check may be reinvested in your account. Such additional shares will be
purchased at the then current net asset value. Furthermore, the distribution
option on the account will automatically be changed to the reinvestment
option until such time as you request a different option by writing to PSC.
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.
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 tax-deferred retirement
plans for individuals, businesses and tax-exempt organizations. 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 access to 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 ("SWP") 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 SWP is implemented. See "Waiver
or Reduction of Contingent Deferred Sales Charge" for more information.
Periodic
16
<PAGE>
checks of $50 or more will be sent to you monthly or quarterly. Payments can be
made either by check or electronic transfer to a bank account designated by you.
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
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, PSC 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" Call PSC for assistance.
XIII. THE TRUST
The Fund is the only series of the Trust, an open-end, management
investment company (commonly referred to as a mutual fund), organized as a
Massachusetts business trust on March 31, 1987 and reorganized as a Delaware
business trust on March 30, 1995. The Trust has authorized an unlimited number
of shares of beneficial interest. As an open-ended investment management
investment company, the Trust continuously offers its shares to the public and
under normal circumstances must redeem its shares upon the demand of any
shareholder at net asset value. See "How to Sell Fund 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.
The Trust reserves the right to create and issue additional series of
shares in addition to the Fund. The Trustees have the authority, without
shareholder approval, to classify and reclassify the shares of the Fund or any
additional series of the Trust, into one or more classes. The shares of a series
participate equally in 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 issu-
17
<PAGE>
ance of three classes of shares of the Fund, designated Class A, Class B and
Class C. 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 Rule 12b-1 distribution plans adopted by holders
of those shares in connection with the distribution of shares.
In addition to the requirements under Delaware law, the Declaration of
Trust provides that a shareholder of the Fund may bring a derivative action on
behalf of the Fund only if the following conditions are met: (a) shareholders
eligible to bring such derivative action under Delaware law who hold at least
10% of the outstanding shares of the Fund, or 10% of the outstanding shares of
the series or class to which such action relates, shall join in the request for
the Trustees to commence such action; and (b) the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and investigate
the basis of such claim. The Trustees shall be entitled to retain counsel or
other advisers in considering the merits of the request and shall require an
undertaking by the shareholders making such request to reimburse the Fund for
the expense of any such advisers in the event that the Trustees determine not to
bring such action.
When issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, shares of the Fund are fully paid and
non-assessable by the Fund. Shares will remain on deposit with the Fund's
transfer agent and certificates will not be issued.
XIV 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 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.
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 its 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.
XV. 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.
18
<PAGE>
"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 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.
19
<PAGE>
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 LLP
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
FactFoneSM 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
Visit our website........................................ www.pioneerfunds.com
0498-5121
[c]Pioneer Funds Distributor, Inc.
[Pioneer Logo]
Pioneer
Cash Reserves
Fund
Class A, Class B and Class C Shares
Prospectus
April 30, 1998
<PAGE>
PIONEER MONEY MARKET TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
PIONEER MONEY MARKET TRUST
Pioneer Cash Reserves Fund
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
Class A, Class B and Class C Shares
April 30, 1998
This Statement of Additional Information is not a Prospectus, but
should be read in conjunction with the Prospectus dated April 30, 1998 (the
"Prospectus") of Pioneer Cash Reserves Fund (the "Fund") as amended and/or
supplemented from time to time. 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 most recent Annual Report
to Shareholders 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............................ 3
3. Investment Adviser................................. 7
4. Underwriting Agreement and Distribution Plans...... 8
5. Shareholder Servicing/Transfer Agent............... 10
6. Custodian.......................................... 11
7. Principal Underwriter.............................. 11
8. Independent Public Accountants..................... 11
9. Portfolio Transactions............................. 12
10. Tax Status......................................... 12
11. Description of Shares.............................. 14
12. Certain Liabilities................................ 15
13. Determination of Net Asset Value................... 15
14. Systematic Withdrawal Plan......................... 16
15. Investment Results................................. 17
16. Financial Statements............................... 18
Appendix A - - Description of Commercial Paper Ratings.. 19
Appendix B - - Performance Statistics................... 20
Appendix C - - Other Pioneer Information................ 33
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. Additional investment policies and a further description of
some of the policies described in the Prospectus are set forth below. This
Statement of Additional Information should be read in conjunction with the
Prospectus. Capitalized terms not otherwise defined herein have the meanings
given to them in the Prospectus.
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 without the affirmative vote of a majority (as
defined in the 1940 Act) of the Fund's outstanding voting securities.
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 SEC,
shall not constitute the issuance of a senior security.
The term "person" as used in fundamental investment restriction no. 6 includes
institutions as well as individuals
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,
or (iii) buy or sell real estate, 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, invest in real estate limited partnerships,
purchase and sell mortgage-related securities and hold and sell real estate
acquired by the Fund as a result of the ownership of securities. 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 TRUST
3. The Trust's Board of Trustees provides broad supervision over the
affairs of the Fund. The officers of the Trust are responsible for the Fund's
operations. The Trustees and executive officers of the Trust are listed below,
together with their principal occupations during the past five years. An
asterisk indicates those Trustees who are interested persons of the Fund within
the meaning of 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"); Pioneer Real
Estate Advisors, Inc., Pioneer Forest, Inc., Pioneer Explorer, Inc., Pioneer
Management (Ireland) Ltd. ("PMIL") and Closed Joint Stock Company
"Forest-Starma"; President and Director of Pioneer Metals and Technology, Inc.
("PMT"), Pioneer International Corp. ("PIntl"), Pioneer First Russia, Inc.
("First Russia") and Pioneer Omega, Inc. ("Omega"); Chairman of the Board and
Director of Pioneer Goldfields Limited ("PGL") and Teberebie Goldfields Limited;
Chairman of the Supervisory Board of Pioneer Fonds Marketing, GmbH, Pioneer
First Polish Investment Fund Joint Stock Company, S.A. and Pioneer Czech
Investment Company, A.S.; Chairman, President and Trustee of all of the Pioneer
mutual funds; Director of Pioneer Global Equity Fund Plc, Pioneer Global Bond
Fund Plc, Pioneer DM Cashfonds Plc, Pioneer European Equity Fund Plc, Pioneer
Central & Eastern Europe Fund Plc and Pioneer US Real Estate Fund Plc; and
Partner, Hale and Dorr LLP (counsel to PGI and the Fund).
MARY K. BUSH, Trustee, DOB: April 1948
4201 Cathedral Avenue, NW, Washington, DC 20016
President, Bush & Co., an international financial advisory firm;
Director and Trustee of Mortgage Guaranty Insurance Corporation, Novecon
Management Company, Hoover Institution, Folger Shakespeare Library, March of
Dimes, Project 2000, Inc. (not-for-profit educational organization), Small
Enterprise Assistance Fund and Wilberforce University; Advisory Board Member,
Washington Mutual Investors Fund, a registered investment company; and Trustee
of all the Pioneer mutual funds, except Pioneer Variable Contracts Trust.
RICHARD H. EGDAHL, M.D., Trustee, DOB: December 1926
Boston University Health Policy Institute, 53 Bay State Road, Boston, MA 02115
Alexander Graham Bell Professor of Health Care Entrepreneurship, Boston
University; 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; University Professor, Boston
University; Director, Boston University Health Policy Institute and Boston
University Program for Health Care Entrepreneurship; Director, CORE (management
of workers' compensation and disability costs - NASDAQ); Director, WellSpace
(provider of complementary health care); Trustee, Boston Medical Center;
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, The Winthrop Group, Inc. (consulting firm); Manager
of Research Operations, Xerox Palo Alto Research Center, from 1991 to 1994;
Professor of Operations Management and Management of Technology and Associate
Dean, Boston University School of Management from 1989 to 1993; and Trustee of
all 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, George Washington University; Director, American
Productivity and Quality Center; Adjunct Scholar, 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);
Trustee of Boston Medical Center; Member of the Board of Governors of the
Investment Company Institute; 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, PIntl, First
Russia, Omega, Pioneer SBIC Corporation ("Pioneer SBIC"), PMIL, Pioneer Global
Equity Fund Plc, Pioneer Global Bond Fund Plc, Pioneer DM Cashfonds Plc, Pioneer
European Equity Fund Plc, Pioneer Central & Eastern Europe Fund Plc and Pioneer
US Real Estate Fund Plc; and 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
Of Counsel to 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. (energy sales, services and distribution); and Trustee of
all of the Pioneer mutual funds, except Pioneer Variable Contracts Trust.
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.
WILLIAM H. KEOUGH, Treasurer, DOB: April 1937
Senior Vice President, Chief Financial Officer and Treasurer of PGI;
Treasurer of PFD, PMC, PSC, PCC, PIntl, PMT, PGL, First Russia, Omega and
Pioneer SBIC; and Treasurer of all of the Pioneer mutual funds.
JOSEPH P. BARRI, Secretary, DOB: August 1946
Corporate Secretary of PGI and most of its subsidiaries; Secretary of all
of the Pioneer mutual funds; and Partner, Hale and Dorr LLP.
ERIC W. RECKARD, Assistant Treasurer, DOB: June 1956
Manager of Business Planning and Internal Audit of PMC since September
1996; 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 junior partner of Hale and Dorr LLP
prior to 1995.
The Trust's Agreement and 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.
<PAGE>
Investment Principal
Fund Name Adviser Underwriter
Pioneer World Equity Fund PMC PFD
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 Micro-Cap Fund PMC PFD
Pioneer Small Company Fund PMC PFD
Pioneer Independence Fund PMC Note 1
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 Balanced Fund PMC PFD
Pioneer Short-Term Income Trust PMC PFD
Pioneer America Income Trust PMC PFD
Pioneer Bond 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 PMC Note 2
Pioneer Variable Contracts Trust PMC Note 3
Note 1 This fund is available to the general public only through
Pioneer Independence Plans, a systematic investment plan,
sponsored by PFD.
Note 2 This fund is a closed-end fund.
Note 3 This is a series of ten 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, 1997, except
Mr. Cogan who then owned approximately 14% of such shares.
At March 31, 1998, 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, 1998, no shareholders owned more than 5% of the outstanding Class A or Class
B shares of the Fund. The following shareholders owned 5% or more of the
outstanding Class C shares of the Fund: Prudential Securities Inc. FBO Gregg
Schneider TTEE Gregg Schneider Family Tr UA DTD 06/29/88, 3434 Vantage Ln,
Glenview, IL 60025-1365 owned approximately12.78% (715,765 shares); US Clearing
Corp, FBO 192-97373-18, 26 Broadway, New York, NY 1004-1798 owned approximately
6.78% (379,775 shares) and Hilton A Kahn & William W Gibson Trustees, Arthur
Wells Group, 401K & PSP, TTEE Directed Account, 7140 N. Broadway, St. Louis, MO
63147-2708 owned approximately 5.6% (313,691 shares).
Compensation of Officers and Trustees. The Fund pays no salaries or
compensation to any of its officers. However, the Fund pays 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. In addition, the Fund pays a
per meeting fee of $120 to each Trustee who is not affiliated with PGI, PMC, PFD
or PSC and pays an annual Trustee's fee of $500 plus expenses to each Trustee
affiliated with PGI, PMC, PFD and PSC. The Fund also pays an annual committee
participation fee to each Trustee who serves as a member of any committees
established to act on behalf of one or more of the Pioneer mutual funds.
Committee fees are 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 receives an annual fee equal to 10% of the aggregate annual
trustees' fee, except the Committee Chairperson who receives an annual trustees'
fee equal to 20% of the aggregate annual trustees' fee. Members of the Pricing
Committee for the Pioneer mutual funds, as well as any other committee which
renders material functional services to the Boards of Trustees for the Pioneer
mutual funds, receive an annual fee equal to 5% of the annual trustees' fee,
except the Committee Chairperson who receives an annual trustees' fee equal to
10% of the annual trustees' fee. Each Trustee who is not affiliated with PGI,
PMC, PFD or PSC also receives $375 per meeting for attendance at meetings of the
Non-interested Trustees Committee, except for the Committee Chairperson who
receives an additional $375 per meeting. Any such fees paid to interested
Trustees are 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 $ 12,000
Mary K. Bush 985 0 30,000
Richard H. Egdahl, M.D. 2,003 0 62,000
Margaret B.W. Graham 2,003 0 60,000
John W. Kendrick 2,003 0 55,800
Marguerite A. Piret 2,385 0 80,000
David D. Tripple 500 0 12,000
Stephen K. West 2,152 0 63,800
John Winthrop 2,264 0 69,000
Total $14,795 0 $444,600
====== ========
* For the fiscal year ended December 31, 1997.
** For the calendar year ended December 31, 1997.
3. INVESTMENT ADVISER
The Fund has contracted with PMC, 60 State Street, Boston,
Massachusetts 02109, to act as its investment adviser. The management contract
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) 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 the giving of
60 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.
For fiscal years 1995, 1996 and through June 30, 1997, PMC had agreed not to
impose all or a portion of its management fee and to assume other operating
expenses of the Trust as required to limit the Class A shares expenses to 0.85%
of the average daily net assets attributable to Class A shares; the portion of
Trust-wide expenses attributable to Class B and Class C shares were reduced only
to the extent that such expenses were reduced for Class A shares. See "Expense
Information" in the Prospectus.
During the fiscal years ended December 31, 1995, 1996 and 1997,
pursuant to the expense limitations discussed above, the management fee was
reduced by $463,300, $257,425 and $97,401 respectively, resulting in actual
management fees paid to PMC during such periods of $221,389, $514,166 and
$799,390, respectively.
4. UNDERWRITING AGREEMENT AND DISTRIBUTION PLANS
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 any distribution expenses not borne by the Fund.
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, state and foreign
securities law.
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 Trust, on behalf of the Fund, has adopted a plan of distribution
pursuant to Rule 12b-1 promulgated by 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").
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 selling 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 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 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 with respect to Class B 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 B Plan also provides that PFD will receive all CDSCs
attributable to Class B shares. (See "Distribution Plans" in the Prospectus.)
When a broker-dealer sells Class B shares and elects, with PFD's approval, to
waive its right to receive the commission normally paid at the time of the sale,
PFD may cause all or a portion of the distribution fees described above to be
paid to the broker-dealer.
The Class C Plan. 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
selling 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 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
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 current
value 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 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.)
When a broker-dealer sells Class C shares and elects, with PFD's approval, to
waive its right to receive the commission normally paid at the time of the sale,
PFD may cause all or a portion of the distribution fees described above to be
paid to the broker-dealer.
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) ,
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 affected thereby, and material amendments of the Plans
must also be approved by the Trustees in the manner described above 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 operation of the Plan, or by a vote
of a majority of the outstanding voting securities (as defined in the 1940 Act)
of the respective Class of the Fund. A Plan will automatically terminate in the
event of its assignment (as defined in the 1940 Act
During the fiscal year ended December 31, 1997, the Fund incurred total
distribution fees of $260,213, $192,268 and $30,168 pursuant to the Class A
Plan, Class B Plan and Class C Plan, respectively. Distribution fees were paid
by the Fund to PFD in reimbursement of or as compensation for expenses related
to servicing shareholder accounts and to compensate dealers and sales personnel.
Redemptions of each class of shares may be subject to a CDSC. A CDSC of
1% may be imposed on redemptions of certain net asset value purchases of Class A
shares within one year of purchase. Class B shares that are redeemed within 6
years of purchase are subject to a CDSC at declining rates beginning at 4% based
on the lower of the cost or market value of the shares being redeemed.
Redemptions of Class C shares within one year of purchase are subject to a CDSC
of 1%. Proceeds from CDSCs are paid to PFD. During the fiscal year ended
December 31, 1997, CDSCs in the amount of $115,275 were paid to PFD.
5. SHAREHOLDER SERVICING/TRANSFER AGENT
The Fund has contracted with PSC, 60 State Street, Boston,
Massachusetts 02109, to act as shareholder servicing and transfer agent for the
Fund. This contract may be terminated without penalty by either party upon 90
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 receives an annual fee of $28.00 per Class A, Class B and Class C
shareholder account from the Fund as compensation for the services described
above. PSC is also reimbursed by the Fund for its out-of-pocket expenditures.
The annual 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. The Fund may
compensate entities which have agreed to provide certain sub-accounting services
such as specific transaction processing and recordkeeping services. Any such
payments by the Fund would be in lieu of the per account fee which would
otherwise be paid by the Fund to PSC.
6. CUSTODIAN
Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts
02109, is the custodian (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.
7. PRINCIPAL UNDERWRITER
PFD, 60 State Street, Boston, Massachusetts 02109, serves as the
principal underwriter for the Fund in connection with the continuous offering of
its 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 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 reorganization, statutory
merger, or other acquisition of portfolio securities. 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.
8. INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, 225 Franklin Street, 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.
<PAGE>
9. PORTFOLIO TRANSACTIONS
The Fund intends to fully manage its portfolio 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 accounts 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, or who sell shares of any of the
Pioneer mutual funds. Management believes that no exact dollar value can be
calculated for such services.
During the fiscal years ended December 31, 1995, 1996, and 1997,
respectively, the Fund paid no brokerage or underwriting commissions.
10. TAX STATUS
It is the Fund's policy to meet the requirements of Subchapter M of the
Code, for qualification as a regulated investment company. These requirements
relate to the sources of the Fund's income, the diversification of its assets
and the distribution of its income to shareholders. If the Fund meets all such
requirements and distributes to its shareholders, in accordance with the Code's
timing requirements, all investment company taxable income and net capital gain,
if any, which it earns, the Fund will be relieved of the necessity of paying
federal income tax.
In order to qualify as a regulated investment company under Subchapter
M, the Fund must, among other things, derive at least 90% of its annual gross
income from interest, gains from the sale or other disposition of securities and
certain other income (the "90% income test"), and satisfy certain annual
distribution and quarterly diversification requirements.
Dividends from investment company taxable income, which includes net
investment income and net short-term capital gain in excess of net long-term
capital loss, are taxable as ordinary income, whether received in cash or
reinvested in additional shares. Dividends from net long-term capital gain in
excess of net short-term capital loss ("net capital gain"), if any, whether
received in cash or reinvested in additional shares, are taxable to the Fund's
shareholders as capital gains for federal income tax purposes without regard to
the length of time shares of the Fund have been held. The Fund does not
anticipate that it will earn or distribute any net capital gain. If it does, it
is unlikely that any portion of a distribution of net capital gain would qualify
for the new, lower tax rate (usually 20%) applicable to certain long-term
capital gains under the Taxpayer Relief Act of 1997.
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 capital loss for any year to offset its capital gains, if any, during the
eight years following the year of the loss. To the extent subsequent capital
gains are offset by such losses, they would not result in federal income tax
liability to the Fund and therefore are not expected to be distributed as such
to shareholders. At December 31, 1997, the Fund had aggregate capital loss
carryforwards of $276,063, which will expire between 2002 and 2003 if not
utilized.
Redemptions and exchanges of shares are taxable events for shareholders
that are subject to tax but generally will not result in taxable gain or loss if
the Fund successfully maintains a constant net asset value per share. A loss may
occur to the extent a CDSC is imposed in connection with a redemption or
exchange. Any loss realized by a shareholder upon the redemption, exchange or
other disposition of shares with a tax holding period of six months or less will
be treated as a long-term capital loss to the extent of any amounts treated as
distributions of long-term capital gain with respect to such shares.
Losses on redemptions or other dispositions of shares may be disallowed
under "wash sale" rules in the event of other investments in the Fund (including
those made pursuant to reinvestment of dividends and/or capital gain
distributions) within a period of 61 days beginning 30 days before and ending 30
days after a redemption or other disposition of shares. In such a case, the
disallowed portion of any loss would be included in the federal tax basis of the
shares acquired in the other investments. Shareholders should consult their own
tax advisers with reference to their individual circumstances to determine the
tax treatment of any particular transaction in Fund shares.
The Fund's dividends and distributions will not qualify for any
dividends-received deduction that might otherwise be available for certain
dividends received by shareholders that are corporations.
The Fund may be subject to withholding and other taxes imposed by
foreign countries, including taxes on interest, dividends and capital gain, with
respect to its investments in those countries. Tax conventions between certain
countries and the U.S. may reduce or eliminate such taxes in some cases. The
Fund does not expect to satisfy the requirements for passing through to its
shareholders their pro rata shares of qualified foreign taxes paid by the Fund,
with the result that shareholders will not include such taxes in their gross
incomes and will not be entitled to a tax deduction or credit for such taxes on
their own tax returns.
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.
A state income (and possibly local income and/or intangible property)
tax exemption is generally available to the extent the Fund's distributions are
derived from interest on (or, in the case of intangible property taxes, the
value of its assets is attributable to) certain U.S. government obligations,
provided in some states that certain thresholds for holdings of such obligations
and/or reporting requirements are satisfied. The Fund will not seek to satisfy
any threshold or reporting requirements that may apply in particular taxing
jurisdictions, although the Fund may in its sole discretion provide relevant
information to shareholders.
Federal law requires that the Fund withhold (as "backup withholding")
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 Account Applications, or on separate IRS
Forms W-9, 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.
If, as anticipated, the Fund continues to qualify as a regulated
investment company under the Code, it will not be required to pay any
Massachusetts income, corporate excise or franchise taxes or any Delaware
corporation income tax.
The description of certain federal tax provisions 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. This description does
not address the special tax rules that may be applicable to particular types of
investors, such as financial institutions, insurance companies, securities
dealers, or tax-exempt or tax-deferred plans, accounts or entities. Investors
other than U.S. persons may be subject to different U.S. tax treatment,
including a possible 30% non-resident alien U.S. withholding tax (or
non-resident alien withholding tax at a lower treaty rate) on amounts treated as
ordinary dividends from the Fund. Shareholders should consult their own tax
advisers on these matters and on state, local and other applicable tax laws.
11. DESCRIPTION OF SHARES
The 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 one series
named herein. The Trustees may establish additional series of shares in the
future, and may divide or combine the shares into a greater or lesser number of
shares without thereby changing the proportionate beneficial interests in the
Trust. The 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 the 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. The shares of each series of the Fund are entitled to vote separately
to approve investment advisory agreements or changes in investment restrictions,
but shareholders of all series vote together in the election and selection of
Trustees and accountants. Shares of all series or classes of the Fund vote
together as a class on matters that affect all series or classes of the Fund in
substantially the same manner. As to matters affecting a single series or class,
shares of such series or class will vote separately. No amendment adversely
affecting certain rights of shareholders may be made to the Trust's 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 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 Declaration of Trust expressly provides that the Trust
has been organized under the Delaware Act and that the 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 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 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 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
as of the close of regular trading (normally 4:00 p.m., Eastern time), on each
day on which the Exchange is open for trading. As of the date of this Statement
of Additional Information, the Exchange is open for trading every weekday except
for the following holidays: New Year's Day, Martin Luther King, Jr. 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 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. The Fund is not required to determine its net asset value per share
on any day in which no purchase orders for the shares of the Fund are received.
The net asset value per share of each class of the Fund is computed by
taking the value of all of a Fund's assets attributable to that class, less the
Fund's liabilities attributable to that class, and dividing the result by the
number of outstanding shares of that class. For purposes of determining net
asset value, expenses of the classes of the Fund are accrued daily. 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.
14. SYSTEMATIC WITHDRAWAL PLAN
The Systematic Withdrawal Plan ("SWP") is designed to provide a
convenient method of receiving fixed payments at regular intervals from the Fund
deposited by the applicant under this SWP. The applicant must deposit or
purchase for deposit with PSC shares of the Fund having a total value of not
less than $10,000. Periodic checks of $50 or more will be deposited, monthly or
quarterly, directly into a bank account designated by the applicant, or will be
sent by check to the applicant, or any person designated by the applicant.
Withdrawals from Class B and Class C share accounts are limited as described in
"Systematic Withdrawal Plan" in the Prospectus. A designation of a third party
to receive checks requires an acceptable signature guarantee. See "Waiver or
Reduction of Contingent Deferred Sales Charge" in the Prospectus. Designation of
another person to receive the checks subsequent to opening an account must be
accompanied by a signature guarantee.
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 investment.
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.
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).
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, 1997 is as follows:
Effective
Yield Yield
Class A Shares 4.93% 5.05%
Class B Shares 4.14% 4.22%
Class C Shares 4.14% 4.22%
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:
o net asset value prices for all Pioneer mutual funds;
o annualized 30-day yields on Pioneer's fixed income funds;
o annualized 7-day yields and 7-day effective (compound) yields
for Pioneer's money market fund; and
o 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 balances 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 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 the Fund, which seeks to maintain 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 Trust's Annual Report, filed with the SEC on February 20, 1998
(Accession No. 0000812195-98-000003), is incorporated by reference into this
Statement of Additional Information. The financial statements in the Fund's
Annual Report, including the financial highlights, for the period ended December
31, 1997, included or incorporated by reference into the Prospectus and this
Statement of Additional Information, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect to the
financial statements, and are included in reliance upon the authority of Arthur
Andersen LLP as experts in accounting and auditing in giving their report.
<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.
<PAGE>
APPENDIX B
Pioneer Cash Reserves Fund
Class A Shares
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Initial Offering Sales Charge Shares Net Asset Value Initial Net
Date Investment Price Included Purchased Per Share Asset Value
6/22/87 $10,000 $1.0000 0.00% 10,000.000 $1.0000 $10,000
</TABLE>
Dividends and Capital Gains Reinvested
Value of Shares
<TABLE>
<S> <C> <C> <C> <C>
Date From Investment From Cap. Gains From Dividends Total Value
Reinvested Reinvested
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
12/31/96 $10,000 $0 $6,458 $16,458
12/31/97 $10,000 $0 $7,245 $17,245
</TABLE>
<PAGE>
Pioneer Cash Reserves Fund
Class B Shares
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Sales Charge
Initial Offering Included Shares Net Asset Value Initial Net
Date Investment Price Purchased Per Share Asset Value
3/31/95 $10,000 $1.0000 0.00% 10,000.000 $1.0000 $10,000
</TABLE>
Dividends and Capital Gains Reinvested
Value of Shares
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Date From Investment From Cap. Gains From Dividends CDSC Total Valu CDSC
Reinvested Reinvested If Redeemed If Redeemed %
12/31/95 $10,000 $0 $328 $400 $ 9,928 4.00%
12/31/96 $10,000 $0 $722 $400 $10,322 4.00%
12/31/97 $10,000 $0 $1,140 $300 $10,840 3.00%
</TABLE>
<PAGE>
Pioneer Cash Reserves Fund
Class C Shares
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Sales Charge
Initial Offering Included Shares Net Asset Value Initial Net
Date Investment Price Purchased Per Share Asset Value
1/31/96 $10,000 $1.0000 0.00% 10,000.000 $1.0000 $10,000
</TABLE>
Dividends and Capital Gains Reinvested
Value of Shares
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Date From Investment From Cap. Gains From Dividends CDSC Total Valu CDSC
Reinvested Reinvested If Redeemed If Redeemed %
12/31/96 $10,000 $0 $335 $100 $10,235 1.00%
12/31/97 $10,000 $0 $744 0 $10,744 0.00%
</TABLE>
<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 also be used, if appropriate. The
indices are not available for direct investment. The data presented are not
meant to be indicative of the performance of the Fund, do not reflect past
performance and do 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 500 includes 500 of
the largest stocks (in terms of stock market value) in the U.S.
DOW JONES INDUSTRIAL AVERAGE
This is a total return index based on the performance of stocks of 30 blue chip
companies widely held by individuals and institutional investors. The 30 stocks
represent about a fifth of the $8 trillion-plus market value of all U.S. stocks
and about a fourth of the value of stocks listed on the New York Stock Exchange
(NYSE).
U.S. SMALL STOCK INDEX
This index is a market value weighted index of the ninth and tenth deciles of
the NYSE, plus stocks listed on the American Stock Exchange and over the counter
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 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.
MERRILL LYNCH MICRO-CAP INDEX
The Merrill Lynch Micro-Cap Index represents the performance of 2,036 stocks
ranging in market capitalization from $50 million to $220 million. Index returns
are calculated monthly.
LONG-TERM U.S. GOVERNMENT BONDS
The total returns on long-term government bonds after 1977 are constructed with
data from The Wall Street Journal and are calculated as the change in the flat
price or and-interest price. From 1926 to 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 minus the current date. The bond was "held" for
the calendar year and returns were computed.
INTERMEDIATE-TERM U.S. GOVERNMENT BONDS
Total returns of intermediate-term government bonds after 1987 are calculated
from The Wall Street Journal prices, using the change in flat price. Returns
from 1934 to 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 five 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 to 1942, almost all bonds
with maturities near five years were partially or fully 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 to 1933, there are few bonds suitable for construction
of a series with a five-year maturity. For this period, five-year bond yield
estimates are used.
MORGAN STANLEY CAPITAL INTERNATIONAL ("MSCI")
MSCI's international indices are based on the share prices of approximately
1,700 companies listed on stock exchanges in the 22 countries that make up the
MSCI World Index. MSCI's emerging market indices are comprised of approximately
1000 stocks from 26 countries.
Countries in the MSCI EAFE Index are: Australia, Austria, Belgium, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia,
Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland and
United Kingdom.
Countries in the MSCI Emerging Markets Free Index are: Argentina, Brazil, Chile,
China Free, Czech Republic, Colombia, Greece, Hungary, India, Indonesia Free,
Israel, Jordan, Korea (at 50%), Malaysia Free, Mexico Free, Pakistan, Peru,
Philippines Free, Poland, Portugal, South Africa, Sri Lanka, Taiwan (at 50%),
Thailand Free, Turkey and Venezuela.
6-MONTH CDs
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.
LONG-TERM U.S. CORPORATE BONDS
Since 1969, corporate bond total returns are represented by the Salomon Brothers
Long-Term High-Grade Corporate Bond Index. As 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 with at
least 10 years to maturity. 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.
From 1926 to 1968 the total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946 to 1968,
Ibbotson and Sinquefield backdated the Salomon Brothers' index, using Salomon
Brothers' monthly yield data with a methodology similar to that used by Salomon
Brothers for 1969 to 1995. 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 to 1945, Standard & Poor's
monthly high-grade corporate composite yield data were used, assuming a 4%
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 Westerfield, Randolph W. Corporate Finance,
Times 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
after 1977; the CRSP 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.
NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUSTS ("NAREIT")
EQUITY REIT INDEX
All of the data are based upon the last closing price of the month for all
tax-qualified REITs listed on the NYSE, AMEX and NASDAQ. The data are
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 weighting 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 U.S. EQUITY INDEXES
The Russell 3000(R) Index (the "Russell 3000") is comprised of the 3,000 largest
U.S. companies as determined by market capitalization representing approximately
98% of the U.S. equity market. The average market capitalization is
approximately $2.8 billion. The Russell 2500TM Index measures performance of the
2,500 smallest companies in the Russell 3000. The average market capitalization
is approximately $733.4 million, and the largest company in the index has an
approximate market capitalization of $2.9 billion. The Russell 2000(R) Index
measures performance of the 2,000 smallest stocks in the Russell 3000; the
largest company in the index has a market capitalization of approximately $1.1
billion. The Russell 1000(R) Index (the "Russell 1000") measures the performance
of the 1,000 largest companies in the Russell 3000. The average market
capitalization is approximately $7.6 billion. The smallest company in the index
has an approximate market capitalization of $1.1 billion. The Russell MidcapTM
Index measures performance of the 800 smallest companies in the Russell 1000.
The largest company in the index has an approximate market capitalization of
$8.0 billion.
The Russell indexes are reconstituted annually as of July 1, based on May 31
market capitalization rankings.
WILSHIRE REAL ESTATE SECURITIES INDEX
The Wilshire Real Estate Securities Index is a market capitalization weighted
index of 120 publicly traded real estate securities, such as REITs, real estate
operating companies ("REOCs") and partnerships.
The index contains performance data on five major categories of property:
office, retail, industrial, apartment and miscellaneous. The companies in the
index are 91.66% equity and hybrid REITs and 8.33% REOCs.
STANDARD & POOR'S MIDCAP 400 INDEX
The S&P 400 is a market-capitalization-weighted index. The performance data for
the index were calculated by taking the stocks presently in the index and
tracking them backward in time as long as there were prices reported. No attempt
was made to determine what stocks "might have been" in the S&P 400 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.
LIPPER BALANCED FUNDS INDEX
This index represents equally weighted performance, adjusted for capital gains
distributions and income dividends, of approximately 30 of the largest funds
with a primary objective of conserving principal by maintaining at all times a
balanced portfolio of stocks and bonds. Typically, the stock/bond ratio ranges
around 60%/40%.
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 to 1987; and The Wall Street Journal thereafter.
Sources: Ibbotson Associates, Towers Data Systems, Lipper Analytical Services,
Inc. Merrill Lynch and PGI
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Dow S&P/ S&P/
S&P Jones U.S. Small BARRA BARRA Merrill Lynch
500 Industrial Stock U.S. 500 500 Micro-Cap
Average Index Inflation Growth Value Index
- ----------------------------------------------------------------------------------------------------------------------
Dec 1925 N/A N/A N/A N/A N/A N/A N/A
Dec 1926 11.62 N/A 0.28 -1.49 N/A N/A N/A
Dec 1927 37.49 N/A 22.10 -2.08 N/A N/A N/A
Dec 1928 43.61 55.38 39.69 -0.97 N/A N/A N/A
Dec 1929 -8.42 -13.64 -51.36 0.20 N/A N/A N/A
Dec 1930 -24.90 -30.22 -38.15 -6.03 N/A N/A N/A
Dec 1931 -43.34 -49.02 -49.75 -9.52 N/A N/A N/A
Dec 1932 -8.19 -16.88 -5.39 -10.30 N/A N/A N/A
Dec 1933 53.99 73.72 142.87 0.51 N/A N/A N/A
Dec 1934 -1.44 8.08 24.22 2.03 N/A N/A N/A
Dec 1935 47.67 43.77 40.19 2.99 N/A N/A N/A
Dec 1936 33.92 30.23 64.80 1.21 N/A N/A N/A
Dec 1937 -35.03 -28.88 -58.01 3.10 N/A N/A N/A
Dec 1938 31.12 33.16 32.80 -2.78 N/A N/A N/A
Dec 1939 -0.41 1.31 0.35 -0.48 N/A N/A N/A
Dec 1940 -9.78 -7.96 -5.16 0.96 N/A N/A N/A
Dec 1941 -11.59 -9.88 -9.00 9.72 N/A N/A N/A
Dec 1942 20.34 14.13 44.51 9.29 N/A N/A N/A
Dec 1943 25.90 19.06 88.37 3.16 N/A N/A N/A
Dec 1944 19.75 17.19 53.72 2.11 N/A N/A N/A
Dec 1945 36.44 31.60 73.61 2.25 N/A N/A N/A
Dec 1946 -8.07 -4.40 -11.63 18.16 N/A N/A N/A
Dec 1947 5.71 7.61 0.92 9.01 N/A N/A N/A
Dec 1948 5.50 4.27 -2.11 2.71 N/A N/A N/A
Dec 1949 18.79 20.92 19.75 -1.80 N/A N/A N/A
Dec 1950 31.71 26.40 38.75 5.79 N/A N/A N/A
Dec 1951 24.02 21.77 7.80 5.87 N/A N/A N/A
Dec 1952 18.37 14.58 3.03 0.88 N/A N/A N/A
Dec 1953 -0.99 2.02 -6.49 0.62 N/A N/A N/A
Dec 1954 52.62 51.25 60.58 -0.50 N/A N/A N/A
Dec 1955 31.56 26.58 20.44 0.37 N/A N/A N/A
Dec 1956 6.56 7.10 4.28 2.86 N/A N/A N/A
Dec 1957 -10.78 -8.63 -14.57 3.02 N/A N/A N/A
Dec 1958 43.36 39.31 64.89 1.76 N/A N/A N/A
Dec 1959 11.96 20.21 16.40 1.50 N/A N/A N/A
Dec 1960 0.47 -6.14 -3.29 1.48 N/A N/A N/A
Dec 1961 26.89 22.60 32.09 0.67 N/A N/A N/A
Dec 1962 -8.73 -7.43 -11.90 1.22 N/A N/A N/A
Dec 1963 22.80 20.83 23.57 1.65 N/A N/A N/A
</TABLE>
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Dow S&P/ S&P/
S&P Jones U.S. Small BARRA 500 BARRA Merrill Lynch
500 Industrial Stock U.S. Growth 500 Micro-Cap
Average Index Inflation Value Index
- ----------------------------------------------------------------------------------------------------------------------
Dec 1964 16.48 18.85 23.52 1.19 N/A N/A N/A
Dec 1965 12.45 14.39 41.75 1.92 N/A N/A N/A
Dec 1966 -10.06 -15.78 -7.01 3.35 N/A N/A N/A
Dec 1967 23.98 19.16 83.57 3.04 N/A N/A N/A
Dec 1968 11.06 7.93 35.97 4.72 N/A N/A N/A
Dec 1969 -8.50 -11.78 -25.05 6.11 N/A N/A N/A
Dec 1970 4.01 9.21 -17.43 5.49 N/A N/A N/A
Dec 1971 14.31 9.83 16.50 3.36 N/A N/A N/A
Dec 1972 18.98 18.48 4.43 3.41 N/A N/A N/A
Dec 1973 -14.66 -13.28 -30.90 8.80 N/A N/A N/A
Dec 1974 -26.47 -23.58 -19.95 12.20 N/A N/A N/A
Dec 1975 37.20 44.75 52.82 7.01 31.72 43.38 N/A
Dec 1976 23.84 22.82 57.38 4.81 13.84 34.93 N/A
Dec 1977 -7.18 -12.84 25.38 6.77 -11.82 -2.57 N/A
Dec 1978 6.56 2.79 23.46 9.03 6.78 6.16 27.76
Dec 1979 18.44 10.55 43.46 13.31 15.72 21.16 43.18
Dec 1980 32.42 22.17 39.88 12.40 39.40 23.59 32.32
Dec 1981 -4.91 -3.57 13.88 8.94 -9.81 0.02 9.18
Dec 1982 21.41 27.11 28.01 3.87 22.03 21.04 33.62
Dec 1983 22.51 25.97 39.67 3.80 16.24 28.89 42.44
Dec 1984 6.27 1.31 -6.67 3.95 2.33 10.52 -14.97
Dec 1985 32.16 33.55 24.66 3.77 33.31 29.68 22.89
Dec 1986 18.47 27.10 6.85 1.13 14.50 21.67 3.45
Dec 1987 5.23 5.48 -9.30 4.41 6.50 3.68 -13.84
Dec 1988 16.81 16.14 22.87 4.42 11.95 21.67 22.76
Dec 1989 31.49 32.19 10.18 4.65 36.40 26.13 8.06
Dec 1990 -3.17 -0.56 -21.56 6.11 0.20 -6.85 -29.55
Dec 1991 30.55 24.19 44.63 3.06 38.37 22.56 57.44
Dec 1992 7.67 7.41 23.35 2.90 5.07 10.53 36.62
Dec 1993 9.99 16.94 20.98 2.75 1.68 18.60 31.32
Dec 1994 1.31 5.06 3.11 2.67 3.13 -0.64 1.81
Dec 1995 37.43 36.84 34.46 2.54 38.13 36.99 30.70
Dec 1996 23.07 28.84 17.62 3.32 23.96 21.99 13.88
Dec 1997 33.36 24.88 22.78 1.92 36.52 29.98 24.61
</TABLE>
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Long- Intermediate- MSCI Long-
Term Term U.S. EAFE 6- Term U.S. U.S.
U.S. Gov't Government (Net of Month Corporate T-Bill
Bonds Bonds Taxes) CDs Bonds (30-Day)
- ------------------------------------------------------------------------------------------------------
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 0.10 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
</TABLE>
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Long- Intermediate- MSCI Long-
Term Term U.S. EAFE 6- Term U.S. U.S.
U.S. Gov't Government (Net of Month Corporate T-Bill
Bonds Bonds Taxes) CDs Bonds (30-Day)
- ------------------------------------------------------------------------------------------------------
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 4.17 4.77 3.54
Dec 1965 0.71 1.02 N/A 4.68 -0.46 3.93
Dec 1966 3.65 4.69 N/A 5.76 0.20 4.76
Dec 1967 -9.18 1.01 N/A 5.47 -4.95 4.21
Dec 1968 -0.26 4.54 N/A 6.45 2.57 5.21
Dec 1969 -5.07 -0.74 N/A 8.70 -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 5.39 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 6.11 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 29.10 -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 6.59 -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 19.30 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 16.80 11.21 5.21 27.20 5.60
Dec 1996 -0.93 2.10 6.05 5.21 1.40 5.21
Dec 1997 15.85 8.38 1.78 5.71 12.95 5.26
</TABLE>
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
NAREIT Lipper MSCI
Equity Russell Wilshire Balanced Emerging Bank
REIT 2000 Real Estate S&P Fund Markets Savings
Index Index Securities 400 Index Free Index Account
- -----------------------------------------------------------------------------------------------------------------------
Dec 1925 N/A N/A N/A N/A N/A N/A N/A
Dec 1926 N/A N/A N/A N/A N/A N/A N/A
Dec 1927 N/A N/A N/A N/A N/A N/A N/A
Dec 1928 N/A N/A N/A N/A N/A N/A N/A
Dec 1929 N/A N/A N/A N/A N/A N/A N/A
Dec 1930 N/A N/A N/A N/A N/A N/A 5.30
Dec 1931 N/A N/A N/A N/A N/A N/A 5.10
Dec 1932 N/A N/A N/A N/A N/A N/A 4.10
Dec 1933 N/A N/A N/A N/A N/A N/A 3.40
Dec 1934 N/A N/A N/A N/A N/A N/A 3.50
Dec 1935 N/A N/A N/A N/A N/A N/A 3.10
Dec 1936 N/A N/A N/A N/A N/A N/A 3.20
Dec 1937 N/A N/A N/A N/A N/A N/A 3.50
Dec 1938 N/A N/A N/A N/A N/A N/A 3.50
Dec 1939 N/A N/A N/A N/A N/A N/A 3.40
Dec 1940 N/A N/A N/A N/A N/A N/A 3.30
Dec 1941 N/A N/A N/A N/A N/A N/A 3.10
Dec 1942 N/A N/A N/A N/A N/A N/A 3.00
Dec 1943 N/A N/A N/A N/A N/A N/A 2.90
Dec 1944 N/A N/A N/A N/A N/A N/A 2.80
Dec 1945 N/A N/A N/A N/A N/A N/A 2.50
Dec 1946 N/A N/A N/A N/A N/A N/A 2.20
Dec 1947 N/A N/A N/A N/A N/A N/A 2.30
Dec 1948 N/A N/A N/A N/A N/A N/A 2.30
Dec 1949 N/A N/A N/A N/A N/A N/A 2.40
Dec 1950 N/A N/A N/A N/A N/A N/A 2.50
Dec 1951 N/A N/A N/A N/A N/A N/A 2.60
Dec 1952 N/A N/A N/A N/A N/A N/A 2.70
Dec 1953 N/A N/A N/A N/A N/A N/A 2.80
Dec 1954 N/A N/A N/A N/A N/A N/A 2.90
Dec 1955 N/A N/A N/A N/A N/A N/A 2.90
Dec 1956 N/A N/A N/A N/A N/A N/A 3.00
Dec 1957 N/A N/A N/A N/A N/A N/A 3.30
Dec 1958 N/A N/A N/A N/A N/A N/A 3.38
Dec 1959 N/A N/A N/A N/A N/A N/A 3.53
Dec 1960 N/A N/A N/A N/A 5.77 N/A 3.86
Dec 1961 N/A N/A N/A N/A 20.59 N/A 3.90
</TABLE>
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
NAREIT Lipper MSCI
Equity Russell Wilshire Balanced Emerging Bank
REIT 2000 Real Estate S&P Fund Markets Savings
Index Index Securities 400 Index Free Index Account
- -----------------------------------------------------------------------------------------------------------------------
Dec 1962 N/A N/A N/A N/A -6.80 N/A 4.08
Dec 1963 N/A N/A N/A N/A 13.10 N/A 4.17
Dec 1964 N/A N/A N/A N/A 12.36 N/A 4.19
Dec 1965 N/A N/A N/A N/A 9.80 N/A 4.23
Dec 1966 N/A N/A N/A N/A -5.86 N/A 4.45
Dec 1967 N/A N/A N/A N/A 15.09 N/A 4.67
Dec 1968 N/A N/A N/A N/A 13.97 N/A 4.68
Dec 1969 N/A N/A N/A N/A -9.01 N/A 4.80
Dec 1970 N/A N/A N/A N/A 5.62 N/A 5.14
Dec 1971 N/A N/A N/A N/A 13.90 N/A 5.30
Dec 1972 8.01 N/A N/A N/A 11.13 N/A 5.37
Dec 1973 -15.52 N/A N/A N/A -12.24 N/A 5.51
Dec 1974 -21.40 N/A N/A N/A -18.71 N/A 5.96
Dec 1975 19.30 N/A N/A N/A 27.10 N/A 6.21
Dec 1976 47.59 N/A N/A N/A 26.03 N/A 6.23
Dec 1977 22.42 N/A N/A N/A -0.72 N/A 6.39
Dec 1978 10.34 N/A 13.04 N/A 4.80 N/A 6.56
Dec 1979 35.86 43.09 70.81 N/A 14.67 N/A 7.29
Dec 1980 24.37 38.58 22.08 N/A 19.70 N/A 8.78
Dec 1981 6.00 2.03 7.18 N/A 1.86 N/A 10.71
Dec 1982 21.60 24.95 24.47 22.68 30.63 N/A 11.19
Dec 1983 30.64 29.13 27.61 26.10 17.44 N/A 9.71
Dec 1984 20.93 -7.30 20.64 1.18 7.46 N/A 9.92
Dec 1985 19.10 31.05 22.20 35.58 29.83 N/A 9.02
Dec 1986 19.16 5.68 20.30 16.21 18.43 N/A 7.84
Dec 1987 -3.64 -8.77 -7.86 -2.03 4.13 N/A 6.92
Dec 1988 13.49 24.89 24.18 20.87 11.18 40.43 7.20
Dec 1989 8.84 16.24 2.37 35.54 19.70 64.96 7.91
Dec 1990 -15.35 -19.51 -33.46 -5.12 0.66 -10.55 7.80
Dec 1991 35.70 46.05 20.03 50.10 25.83 59.91 4.61
Dec 1992 14.59 18.41 7.36 11.91 7.46 11.40 2.89
Dec 1993 19.65 18.91 15.24 13.96 11.95 74.83 2.73
Dec 1994 3.17 -1.82 1.64 -3.57 -2.05 -7.32 4.96
Dec 1995 15.27 28.44 13.65 30.94 24.89 -5.21 5.24
Dec 1996 35.26 16.53 36.87 19.20 13.01 6.03 4.95
Dec 1997 20.29 22.36 19.80 32.26 20.05 -11.59 5.17
</TABLE>
<PAGE>
APPENDIX C
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, 1997, PMC employed a professional investment staff of 58,
with a combined average of 12 years' experience in the financial services
industry.
Total assets of all Pioneer mutual funds at December 31, 1997, were
approximately $19.8 billion representing 1,177,148 shareholder accounts
consisting of 791,468 non-retirement accounts and 385,680 retirement accounts.
<PAGE>
PIONEER MONEY MARKET TRUST
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
The financial highlights of the Registrant for the fiscal year
ended December 31, 1997 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 1997 Annual Report to
Shareholders for the year ended December 31, 1997 (filed
electronically on February 20, 1998 file no. 33-13179; accession
number 0000812195-98-000003).
(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. Underwriting Agreement between Registrant, on behalf of each
series, and Pioneer Funds Distributor, Inc.*
7. None
8. Custodian Agreement with Brown Brothers Harriman & Co.*
9. Investment Company Service Agreement*
10. Opinion of Morris, Nichols, Arsht and Tunnell*
C-1
<PAGE>
11. Consent of Arthur Andersen LLP+
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. Multiple Class Plan Pursuant to Rule 18f-3 for Pioneer Cash
Reserves Fund**
19. Powers of Attorney*
19.1 Power of Attorney for Mary K. Bush+
- ------------------------
+ Filed 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 29, 1995 (accession number
0000812195-95-000013).
** Incorporated by reference from the Registrant's Post-Effective Amendment
No. 13 to the Registration Statement as filed electronically with the
Securities and Exchange Commission on April 29, 1996 (accession number
0000812195-96-000009).
Item 25. Persons Controlled by or Under Common Control with Registrant
No person is controlled by the Registrant. A common control
relationship could exist from a management perspective because the Chairman and
President of the Registrant owns approximately 14% of the outstanding shares of
The Pioneer Group, Inc. (PGI), the parent company of the Registrant's investment
adviser, and certain Trustees or officers of the Registrant (i) hold similar
positions with other investment companies advised by PGI and (ii) are directors
or officers of PGI and/or its direct or indirect subsidiaries. The following
lists all U.S. and the principal non-U.S. subsidiaries of PGI and those
registered investment companies with a common or similar Board of Trustees
advised by PGI.
<TABLE>
<S> <C> <C> <C>
Owned By Percent of Shares State/Country of
Company Incorporation
Pioneering Management Corp. (PMC) PGI 100% DE
Pioneer Funds Distributor, Inc. (PFD) PMC 100% MA
Pioneer Explorer, Inc. (PEI) PMC 100% DE
Pioneer Fonds Marketing GmbH (GmbH) PFD 100% Germany
Pioneer Forest, Inc. (PFI) PGI 100% DE
CJSC "Forest-Starma" (Forest-Starma) PFI 95% Russia
Pioneer Metals and Technology, Inc. (PMT) PGI 100% DE
Pioneer Capital Corp. (PCC) PGI 100% DE
Pioneer SBIC Corp. PCC 100% MA
Pioneer Real Estate Advisors, Inc. (PREA) PGI 100% DE
Pioneer Management (Ireland) Ltd. (PMIL) PGI 100% Ireland
Pioneer Plans Corporation (PPC) PGI 100% DE
PIOGlobal Corp. (PIOGlobal) PGI 100% DE
Pioneer Investments Corp. (PIC) PGI 100% MA
Pioneer Goldfields Holdings, Inc. (PGH) PGI 100% DE
Pioneer Goldfields Ltd. (PGL) PGH 100% Guernsey
Teberebie Goldfields Ltd. (TGL) PGL 90% Ghana
Pioneer Omega, Inc. (Omega) PGI 100% DE
Pioneer First Russia, Inc. (First Russia) Omega 81.65% DE
Pioneering Services Corp. (PSC) PGI 100% MA
Pioneer International Corp. (PIntl) PGI 100% DE
Pioneer First Polish Trust Fund JSC, S.A. (First
Polish) PIntl 100% Poland
Pioneer Czech Investment Company, A.S.
(Pioneer Czech) PIntl 100% Czech Republic
</TABLE>
Registered investment companies that are parties to management contracts with
PMC:
Funds Business Trust
Pioneer International Growth Fund MA
Pioneer World Equity Fund DE
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 Trust MA
Pioneer America Income Trust MA
Pioneer Bond Fund MA
Pioneer Balanced Fund DE
Pioneer Intermediate Tax-Free Fund MA
Pioneer Tax-Free Income Fund DE
Pioneer Money Market Trust DE
Pioneer Variable Contracts Trust DE
Pioneer Interest Shares DE
Pioneer Micro-Cap Fund DE
The following table lists John F. Cogan, Jr.'s positions with the
investment companies, PGI and principal direct or indirect PGI subsidiaries
referenced above and the Registrant's counsel.
Trustee/
Entity Chairman President Director Other
Pioneer 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
Omega
X X
PIOGlobal
X X
First Russia
X X
PCC
X
PSC
X
PMIL
X
PEI
X
PFI
X
PREA
X
Forest-Starma
X
PMC
X X
PFD
X X
TGL
X X
First Polish
Chairman of
Supervisory Board
GmbH Chairman of
Supervisory Board
Pioneer Czech Chairman of
Supervisory Board
Hale and Dorr LLP Partner
Item 26. Number of Holders of Securities
The following table sets forth the approximate number of
record holders of each class of shares of Pioneer Cash Reserves Fund as of March
31, 1998:
C-4
<PAGE>
Number of
Record Holders
Class A Class B Class C
15,696 1,284 335
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
David D. Tripple Director Executive Vice
President and
Trustee
Steven M. Graziano Senior Vice President None
Stephen W. Long Senior Vice President None
Barry G. Knight Vice President None
William A. Misata Vice President None
Anne W. Patenaude Vice President None
Elizabeth B. Bennett 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 President None
Steven H. Forss Assistant Vice President None
Mary Sue Hoban Assistant Vice President None
Debra A. Levine Assistant Vice President None
Junior Roy McFarland Assistant Vice President None
Marie E. Moynihan Assistant Vice President None
William H. Keough Treasurer Treasurer
Roy P. Rossi Assistant Treasurer None
Joseph P. Barri Clerk Secretary
Robert P. Nault Assistant Clerk Assistant Secretary
The principal business address of each of these individuals is 60 State Street,
Boston, Massachusetts 02109-1820.
(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.
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
C-6
<PAGE>
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.
C-7
<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. 15 (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 29th day of April, 1998.
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. 15 has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Date
Principal Executive Officer: )
)
/s/John F. Cogan, Jr. ) April 29, 1998
John F. Cogan, Jr. )
)
)
Principal Financial and )
Accounting Officer: )
)
/s/William H. Keough )
William H. Keough )
)
/s/John F. Cogan, Jr. ) April 29, 1998
John F. Cogan, Jr. )
Mary K. Bush*
Mary K. Bush
)
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/John F. Cogan, Jr. April 29, 1998
John F. Cogan, Jr.
Attorney-in-Fact
<PAGE>
Exhibit Index
Exhibit
Number Document Title
11. Consent of Arthur Andersen LLP
17. Financial Data Schedules
19.1 Power of Attorney for Mary K. Bush
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report on
Pioneer Money Market Trust dated February 2, 1998 (and to all references to our
firm) included in or made a part of Post-Effective Amendment No. 15 and
Amendment No. 16 to Registration Statement File Nos. 33-13179 and 811-5099,
respectively.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 27, 1998
PIONEER EMERGING MARKETS FUND
PIONEER EUROPE FUND
PIONEER GROWTH TRUST
PIONEER INDIA FUND
PIONEER INTERNATIONAL GROWTH FUND
PIONEER WORLD EQUITY FUND
PIONEER GROWTH SHARES
PIONEER MID-CAP FUND
PIONEER SMALL COMPANY FUND
PIONEER MICRO-CAP FUND
PIONEER BALANCED FUND
PIONEER FUND
PIONEER II
PIONEER REAL ESTATE SHARES
PIONEER AMERICA INCOME TRUST
PIONEER BOND FUND
PIONEER SHORT TERM INCOME TRUST
PIONEER INTERMEDIATE TAX-FREE FUND
PIONEER MONEY MARKET TRUST
POWER OF ATTORNEY
Dated October 7, 1997
I, the undersigned Trustee of each of the above-listed registered
investment companies (each a "Fund"), each a Delaware or a Massachusetts
business trust, do hereby constitute and appoint John F. Cogan, Jr., David D.
Tripple, and Joseph P. Barri, and each of them acting singly, to be my true,
sufficient and lawful attorneys, with full power to each of them, and each of
them acting singly, to sign for me, in my name and in my capacity as trustee,
any and all amendments to the Registration Statement on Form N-1A to be filed by
each Fund under the Investment Company Act of 1940, as amended (the "1940 Act"),
and under the Securities Act of 1933, as amended (the "1933 Act"), with respect
to the offering of its shares of beneficial interest and any and all other
documents and papers relating thereto, and generally to do all such things in my
name and on my behalf in my capacity as trustee to enable each Fund to comply
with the 1940 Act and the 1933 Act, and all requirements of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by said attorneys or each of them to any and all amendments to
said Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on this Instrument as
of the date first written above.
/s/ Mary K. Bush
Mary K. Bush, Trustee
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