File No. 33-20795
811-5516
As filed with the Securities and Exchange Commission
on April 27, 1995
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. 9 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 / X /
Amendment No. 10 / X /
(Check appropriate box or boxes)
PIONEER AMERICA INCOME TRUST
(formerly Pioneer U.S. Government 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, Hale and Dorr, 60 State Street, Boston, MA 02109
(Name and address of agent for service)
It is proposed that this filing will become effective:
/X/ immediately upon filing pursuant to Rule 485(b)
/ / on (date) pursuant to Rule 485(b)
/ / 60 days after filing pursuant to Rule 485(a)(1)
/ / 0n (date) pursuant to Rule 485(a)(1)
/ / 75 days after filing pursuant to Rule 485(a)(2)
/ / 0n (date) pursuant to Rule 485(a)(2)
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f) of the Investment Company Act
of 1940. The Registrant filed the Notice required by Rule 24f-2 for its fiscal
year ended December 31, 1994 on or about February 24, 1995.
<PAGE>
PIONEER AMERICA INCOME TRUST
Cross-Reference Sheet Showing Location in Prospectus and Statement
of Additional Information of Information Required by Items of
the Registration Form
Location in
Prospectus or
Statement of
Form N-1A Item Number and Caption Additional Information
1. Cover Page........................................Prospectus - Cover Page
2. Synopsis..........................................Prospectus - Expense
Information
3. Condensed Financial Information...................Prospectus - Financial
Highlights
4. General Description of Registrant.................Prospectus - Investment
Objective and Policies;
Management of the Trust;
Trust Share Alternatives;
Share Price; How to Sell
Trust Shares; How to
Exchange Trust Shares;
The Trust
5. Management of the Fund............................Prospectus - Management
of the Trust
6. Capital Stock and Other Securities................Prospectus - Investment
Objective and Policies;
Trust Share Alternatives;
Share Price; How to Sell
Trust Shares; How to
Exchange Trust Shares;
The Trust
<PAGE>
Location in
Prospectus or
Statement of
Form N-1A Item Number and Caption Additional Information
7. Purchase of Securities Being Offered..............Prospectus - Trust Share
Alternatives; Share Price
; How to Sell Trust
Shares; How to Exchange
Trust Shares; The Trust;
Shareholder Services;
Distribution Plans
8. Redemption or Repurchase..........................Prospectus - Trust Share
Alternatives; Share Price
; How to Sell Trust
Shares; How to Exchange
Trust Shares; The Trust;
Shareholder Services
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
<PAGE>
15. Control Persons and Principle 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; Principal
Underwriter; Distribution
Plans; Shareholder
Servicing/Transfer Agent;
Custodian; Independent
Public Accountant
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 - Letter of
Intention; Systematic
Withdrawal Plan;
Determination of Net
Asset Value
20. Tax Status........................................Statement of Additional
Information - Tax Status
<PAGE>
Location in
Prospectus or
Statement of
Form N-1A Item Number and Caption Additional Information
21. Underwriters......................................Statement of Additional
Information - Principal
Underwriter; Distribution
Plans
22. Calculation of Performance Data...................Statement of Additional
Information - Investment
Results
23. Financial Statements..............................Statement of Additional
Information - Financial
Statements
<PAGE>
Pioneer America
Income Trust
Class A and Class B Shares
Prospectus
April 28, 1995
The investment objective of Pioneer America Income Trust (the "Trust") is to
provide as high a level of current income as is consistent with preservation of
capital and prudent investment risk. The Trust seeks to achieve this objective
by investing its assets exclusively in securities backed by the full faith and
credit of the United States ("U.S.") and in "when issued" commitments and
repurchase agreements with respect to such securities.
Trust returns and share prices fluctuate and the value of your account upon
redemption may be more or less than your purchase price. Shares in the Trust
are not deposits or obligations of, or guaranteed or endorsed by, any bank or
other insured depository institution, and the shares are not federally insured
by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any
other government agency.
This Prospectus (Part A of the Registration Statement) provides information
about the Trust that you should know before investing in the Trust. Please read
and keep it for your future reference. More information about the Trust is
included in Part B, the Statement of Additional Information, also dated April
28, 1995, which is incorporated into this Prospectus by reference. A copy of
the Statement of Additional Information may be obtained free of charge by
calling Shareholder Services at 1-800-225- 6292 or by written request to the
Trust at 60 State Street, Boston, Massachusetts 02109. Other information about
the Trust has been filed with the Securities and Exchange Commission (the
"SEC") and is available upon request and without charge.
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C> <C>
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 3
III. INVESTMENT OBJECTIVE AND POLICIES 4
U.S. Government Securities 4
GNMA Certificates 4
"When-Issued" GNMA Certificates 5
IV. MANAGEMENT OF THE TRUST 5
V. TRUST SHARE ALTERNATIVES 6
VI. SHARE PRICE 7
VII. HOW TO BUY TRUST SHARES 7
VIII. HOW TO SELL TRUST SHARES 9
IX. HOW TO EXCHANGE TRUST SHARES 10
X. DISTRIBUTION PLANS 11
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 12
XII. SHAREHOLDER SERVICES 12
Account and Confirmation Statements 12
Additional Investments 12
Automatic Investment Plans 12
Financial Reports and Tax Information 13
Distribution Options 13
Directed Dividends 13
Direct Deposit 13
Voluntary Tax Withholding 13
Telephone Transactions and Related Liabilities 13
Retirement Plans 13
Telecommunications Device for the Deaf (TDD) 13
Systematic Withdrawal Plans 13
Reinstatement Privilege (Class A Shares Only) 14
XIII. THE TRUST 14
XIV. INVESTMENT RESULTS 14
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
1
<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
Trust. The table reflects actual expenses for the fiscal year ended December
31, 1994.
<TABLE>
<CAPTION>
Shareholder Transaction Expenses: Class A Class B
<S> <C> <C>
Maximum Initial Sales Charge on Purchases (as a
percentage of offering price) 4.50% None
Maximum Sales Charge on Reinvestment
of Dividends None None
Maximum Deferred Sales Charge (as a percentage of
original purchase price or redemption price, as
applicable) None(1) 4.00%
Redemption Fee(2) None None
Exchange Fee None None
Annual Operating Expenses
(as a percentage of average net assets):(4)
Management Fee (after Expense Limitation)(3) 0.38% 0.38%
12b-1 Fees 0.25% 1.00%
Other Expenses (including transfer agent fee,
custodian fees and accounting and printing
expenses) 0.37% 0.40%
Total Operating Expenses (after Expense
Limitation):(3) 1.00% 1.78%
</TABLE>
(1) Purchases of $1,000,000 or more and purchases by participants of certain
group plans are not subject to an initial sales charge but may be subject to a
contingent deferred sales charge.
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and
international bank wire transfers of redemption proceeds.
(3) Effective January 1, 1994, Pioneering Management Corporation (the
"Manager"), agreed not to impose a portion of its management fee and to make
other arrangements, if necessary, to the extent necessary to limit the
operating expenses of the Trust as listed below. This agreement is voluntary
and temporary and may be revised or terminated at any time.
<TABLE>
<CAPTION>
Class A Class B
<S> <C> <C>
Expense Limitation 1.00 % see below
Expenses Absent Limitation
Total Operating Expenses 1.12% 1.90%
Management Fee 0.50% 0.50%
</TABLE>
* The portion of fund-wide expenses attributable to Class B shares will be
reduced only to the extent such expenses are reduced for the Class A shares of
the Trust.
(4) For Class B shares, operating expenses are based on estimated expenses that
would have been incurred if Class B shares had been outstanding for the entire
year.
Example:
You would pay the following fees and expenses on a $1,000 investment, assuming
a 5% annual return and redemption at the end of each of the time periods:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A Shares $55 $75 $ 98 $ 162
Class B Shares
--Assuming complete
redemption at end of
period $58 $86 $116 $189*
--Assuming no redemption $18 $56 $ 96 $189*
</TABLE>
*Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.
The example above assumes reinvestment of all dividends and distributions and
that the percentage amounts listed under "Annual Operating Expenses" remain the
same each year.
The example is designed for informational purposes only, and should not be
considered a representation of past or future expenses or return. Actual Trust
expenses and return vary from year to year and may be higher or lower than
those shown.
For further information regarding management fees, 12b-1 fees and other
expenses of the Trust, including information regarding the basis upon which
fees and expenses are reduced or reallocated, see "Management of the Trust,"
"Distribution Plans" and "How To Buy Trust Shares" in this Prospectus and
"Management of the Trust" and "Underwriting Agreement and Distribution Plans"
in the Statement of Additional Information. The Trust's payment of Rule 12b-1
fees may result in long-term shareholders indirectly paying more than the
economic equivalent of the maximum initial sales charge permitted under the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
The maximum initial sales charge is reduced on purchases of specified amounts
and the value of shares owned in other Pioneer mutual funds is taken into
account in determining the applicable initial sales charge. See "How to Buy
Trust Shares." No sales charge is applied to exchanges of shares of the Trust
for shares of other publicly available mutual funds in the Pioneer complex. See
"How to Exchange Trust Shares."
2
<PAGE>
II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements of the
Trust which have been audited by Arthur Andersen LLP, independent public
accountants. Arthur Andersen LLP's report on the Trust's financial statements
as of December 31, 1994 appears in the Trust's Annual Report and 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 Trust's performance and is available free of charge
by calling Shareholder Services at 1-800-225-6292.
Pioneer America Income Trust
For Each Class A Share Outstanding throughout Each Period:
<TABLE>
<CAPTION>
For the Year Ended December 31,
May 31
to
December
31,
1994+ 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.48 $ 10.27 $ 10.35 $ 10.03 $ 10.04 $ 9.86 $10.00
Income from investment operations:
Net investment income $ 0.66 $ 0.68 $ 0.73 $ 0.84 $ 0.87 $ 0.90 $ 0.51
Net realized and unrealized gain (loss) on
investments (1.07) 0.24 (0.07) 0.33 (0.02) 0.18 (0.14)
Total income from investment operations $ (0.41) $ 0.92 $ 0.66 $ 1.17 $ 0.85 $ 1.08 $ 0.37
Distribution to shareholders from:
Net investment income (0.66) (0.67) (0.73) (0.85) (0.86) (0.90) (0.51)
Net realized capital gains 0.00 (0.04) (0.01) -- -- -- --
Net increase (decrease) in net asset value $ (1.07) $ 0.21 $ (0.08) $ 0.32 $ (0.01) $ 0.18 $(0.14)
Net asset value, end of period $ 9.41 $ 10.48 $ 10.27 $ 10.35 $ 10.03 $ 10.04 $ 9.86
Total return* (3.97)% 9.07% 6.67% 12.14% 8.99% 11.49% 3.76%
Ratio of net operating expenses to average
net assets 1.00% 1.00% 1.03% 0.75% 0.75% 0.75% 0.67%**
Ratio of net investment income to average
net assets 6.84% 6.37% 7.01% 8.07% 8.75% 9.10% 8.86%**
Portfolio turnover rate 60.50% 41.50% 54.50% 36.54% 69.12% 66.06% 61.20%**
Net assets, end of period (in thousands) $161,858 $105,892 $85,425 $43,711 $17,160 $10,533 $4,634
Ratios assuming no reduction of fees or
expenses
by the Manager:
Net operating expenses 1.12% 1.13% 1.25% 1.75% 1.81% 2.36% 3.01%**
Net investment income 6.72% 6.24% 6.79% 7.07% 7.69% 7.49% 6.52%**
</TABLE>
For Each Class B Share Outstanding throughout Each Period:
<TABLE>
<CAPTION>
April 29, 1994
to December 31, 1994+
<S> <C>
Net asset value, beginning of period $ 9.85
Income from investment operations:
Net investment income $ 0.40
Net realized and unrealized loss on investments (0.45)
Total loss from investment operations $(0.05)
Distribution to shareholders:
From net investment income (0.40)
Net decrease in net asset value $(0.45)
Net asset value, end of period $ 9.40
Total return* (0.57)%
Ratio of net operating expenses to average net assets 1.78%**
Ratio of net investment income to average net assets 6.35%**
Portfolio turnover rate 60.50%**
Net assets, end of period (in thousands) $2,170
Ratios assuming no reduction of fees or expenses by the Manager:
Net operating expenses 1.90%**
Net investment income 6.23%**
</TABLE>
+ Based upon average shares outstanding and average net assets for the period
presented.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all dividends and distributions, the complete
redemption of the investment at net asset value at the end of each period, and
no sales charges. Total return would be reduced if sales charges were taken
into account.
** Annualized.
*** Class B shares were first offered April 29, 1994.
3
<PAGE>
III. INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Trust is to provide as high a level of current
income as is consistent with preservation of capital and prudent investment
risk. The Trust seeks to achieve this objective by investing its assets
exclusively in securities backed by the full faith and credit of the United
States and in "when-issued" commitments and repurchase agreements with respect
to such securities. The Trust may only invest in securities and engage in
transactions in securities that are legal under applicable Federal law, as of
November 17, 1994, for federal credit unions.
U.S. Government Securities include (1) U.S. Treasury obligations, which differ
only in their interest rates, maturities and times of issuance: U.S. Treasury
bills (maturities of one year or less), U.S. Treasury notes (maturities of one
to ten years) and U.S. Treasury bonds (generally maturities of greater than ten
years) and (2) obligations of varying maturities issued or guaranteed by
certain agencies and instrumentalities of the U.S. Government, such as mortgage
participation certificates ("GNMA Certificates") guaranteed by the Government
National Mortgage Association ("GNMA") and Federal Housing Administration
("FHA") debentures, for which the U.S. Treasury unconditionally guarantees
payment of principal and interest. Although the payment when due of interest
and principal on U.S. Government Securities is backed by the full faith and
credit of the United States, this guarantee does not extend to the market value
of these securities and, accordingly, the net asset value of the Trust's shares
will fluctuate.
The Trust's portfolio will be managed by purchasing and selling securities, as
well as holding selected securities to maturity. The Trust's investment manager
employs "cycle analysis" in the management of the Trust's portfolio. Cycle
analysis is the process of analyzing the business and credit cycles of the
economy to identify and monitor trends in interest rates and to identify debt
securities with characteristics most likely to meet the Trust's objectives at
given stages in all cycles. Relying on analysis of economic indicators, as well
as price, yield and maturity data of individual securities, this process
requires ongoing adjustments to the portfolio based on the relative values or
maturities of individual securities.
Any such change in the portfolio may result in increases or decreases in the
Trust's current income available for distribution to shareholders and in its
holding of debt securities which sell at moderate to substantial premiums or
discounts from face value. If the Trust's expectations of changes in interest
rates or its evaluation of the normal yield relationships between two
securities prove to be incorrect, the Trust's income, net asset value and
potential gain may be reduced or its potential loss may be increased.
The Trust is free to take advantage of the entire range of maturities offered
by U.S. Government Securities, and the average maturity of the Trust's
portfolio may vary significantly. Under normal circumstances, however, the
dollar weighted average portfolio maturity of the Trust is not expected to
exceed twenty years. Capital gains will not be a major consideration in the
selection of investments. The Trust will not normally engage in short-term
trading but it may do so when it believes a particular transaction will
contribute to the achievement of its investment objective.
The Trust may invest all or any portion of its assets in GNMA Certificates but
it is not obligated to do so; the portion of its assets so invested will vary
with management's view of the relative yields and values of GNMA Certificates
compared to U.S. Treasury obligations.
GNMA Certificates are mortgage-backed securities which evidence part ownership
of a pool of mortgage loans. The mortgages loans are made by lenders such as
mortgage bankers, commercial banks and savings and loan associations, and are
insured by the Federal Housing Administration or the Farmers' Home
Administration ("FHMA"), or guaranteed by the Veterans Administration ("VA").
The mortgages are grouped in pools containing mortgages which are of similar
types and maturities and bear similar interest rates. Upon approval by GNMA of
a pool, GNMA guarantees the timely payment of principal and interest on
securities backed by the pool. The GNMA guarantee is backed by the full faith
and credit of the United States Government. GNMA is also empowered to borrow
without limitation from the U.S. Treasury if necessary to make any payments
required under its guarantee.
The GNMA Certificates which the Trust purchases are the "modified pass-through"
type. Modified pass-through certificates entitle the holder to receive all
principal and interest owned on the mortgages in the pool, net of fees paid to
the issuer and GNMA, regardless of whether or not the mortgagor actually makes
the payment.
The average life of a GNMA Certificate is likely to be substantially less than
the original maturity of the underlying mortgage pools because of principal
prepayments and foreclosures. Foreclosures create no risk to principal invested
because of the GNMA guarantee. As prepayment rates of individual mortgage pools
will vary widely, it is not possible to predict accurately the average life of
a particular issue of GNMA Certificates. However, it is customary to treat GNMA
Certificates as 30-year mortgage-backed securities which prepay fully in the
twelfth year.
There are several factors that may cause the yield earned by the Trust to be
substantially different than the coupon rate of interest on the GNMA
Certificates and other securities held in the Trust's portfolio. First, as with
any fund consisting of fixed-income securities, repayments and prepayments of
principal require reinvestment which may be at a lower or higher interest rate.
This reinvestment risk is increased in the case of GNMA Certificates because
principal is repaid monthly rather than in a lump sum at maturity. Second,
prepayments of mortgage-backed GNMA Certificates will tend to increase when
general interest rates decline, requiring reinvestment at the lower market
rate. Higher interest rate mortgages will be more prone to prepayment. Third,
the Trust may purchase GNMA Certificates at a premium or discount, rather than
at par, causing actual yield to be lower or higher than the interest rate on
the GNMA Certificates. After issuance, GNMA Certificates may also trade in the
market at a premium or discount. Upon prepayment, the Trust may realize a loss
in the amount of any unamortized premiums paid upon purchase of GNMA
Certificates since prepayment may be at par.
4
<PAGE>
The values of the U.S. Government Securities, including GNMA Certificates, in
which the Trust will invest will fluctuate with changes in interest rates.
Changes in the value of such securities will not affect interest income from
those obligations but will be reflected in the Trust's net asset value. Thus, a
decrease in interest rates will generally result in an increase in the value of
the Trust's shares and conversely during periods of rising interest rates the
value of the Trust's shares will generally decline. The magnitude of these
fluctuations will generally be greater when the Trust's average maturity is
longer.
GNMA Certificates may offer yields higher than those available from other types
of U.S. Government Securities, but because of their prepayment aspect may be
less effective than other types of securities as a means of "locking in"
attractive long-term interest rates. This is caused by the need to reinvest
prepayments of principal generally and the possibility of significant
unscheduled prepayments resulting from declines in mortgage interest rates.
These prepayments would have to be reinvested at the lower rates. As a result,
the Trust's GNMA Certificates may have less potential for capital appreciation
during periods of declining interest rates than other U.S. Government
Securities of comparable maturities, although such obligations may have a
comparable risk of decline in market value during periods of rising interest
rates.
GNMA Certificates are highly liquid instruments because of the size of the
market and the active participation in the secondary market by securities
dealers and many types of investors. Prices of GNMA Certificates are readily
available from securities dealers and depend on, among other things, the level
of market rates, the GNMA Certificate's coupon rate and prepayment experience
of the pool of mortgages backing each GNMA Certificate.
For further information on GNMA Certificates, see "Investment Policies and
Restrictions" in the Statement of Additional Information.
"When-Issued" GNMA Certificates. The Trust may purchase and sell GNMA
Certificates on a when-issued or a delayed delivery basis. When-issued or
delayed delivery transactions arise when securities are purchased or sold by
the Trust with payment and delivery taking place in the future in order to
secure what is considered to be an advantageous price and yield which is fixed
at the time of entering into the transaction. However, the yield on a
comparable GNMA Certificate when the transaction is consummated may vary from
the yield on the GNMA Certificate at the time that the when-issued or delayed
delivery transaction was made. Also, the market value of the when-issued or
delayed delivery GNMA Certificate may increase or decrease as a result of
changes in general interest rates. When-issued and delayed delivery
transactions involve risk of loss if the value of the GNMA Certificate declines
before the settlement date. This risk is in addition to the risk of decline in
the value of the Trust's other assets. When the Trust engages in when-issued
and delayed delivery transactions, the Trust relies on the seller or buyer, as
the case may be, to consummate the transaction. Failure of the seller or buyer
to do so may result in the Trust missing the opportunity of obtaining a price
or yield considered to be advantageous. However, no payment or delivery is made
by the Trust until it receives payment or delivery from the other party to the
transaction. To the extent the Trust engages in when-issued and delayed
delivery transactions, it will do so for the purpose of acquiring or disposing
of GNMA Certificates for the Trust's portfolio consistent with the Trust's
investment objective and policies and not for the purpose of investment
leverage.
The value of such purchase commitments at any time will not exceed the value of
the Trust's assets invested in U.S. Treasury Bills and other securities having
remaining maturities of less than six months. The Trust's investments in
when-issued or delayed delivery commitments and in repurchase agreements
(limited to 7 days) may represent up to 25% of its assets.
The Trust's investment objective and its policy of investing exclusively in
U.S. Government Securities and when-issued commitments and repurchase
agreements with respect to such securities are fundamental policies which may
not be changed without shareholder approval. Except for these policies and
certain investment restrictions designated in the Statement of Additional
Information as fundamental, the investment policies described in this
Prospectus and in the Statement of Additional Information are not fundamental
policies. The Trustees may change any non-fundamental investment policies
without shareholder approval.
IV. MANAGEMENT OF THE TRUST
The Trust's Board of Trustees has overall responsibility for management and
supervision of the Trust. There are currently eight Trustees, six of whom are
not "interested persons" of the Trust as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). The Board meets at least quarterly. By
virtue of the functions performed by Pioneering Management Corporation as
investment adviser, the Trust requires no employees other than its executive
officers, all of whom receive their compensation from the Manager or other
sources. The Statement of Additional Information contains the names and general
background of each Trustee and executive officer of the Trust.
The Trust is managed under a contract with the Manager which serves as
investment adviser to the Trust and is responsible for the overall management
of the Trust's business affairs, subject only to the authority of the Board of
Trustees. The Manager is a wholly-owned subsidiary of The Pioneer Group, Inc.
("PGI"), a Delaware corporation. Pioneer Funds Distributor, Inc. ("PFD"), a
wholly-owned subsidiary of PMC, is the principal underwriter of shares of the
Trust. John F. Cogan, Jr., Chairman and President of the Trust, Chairman and a
director of the Manager, Chairman of PFD, and President and a Director of PGI,
owned approximately 15% of the outstanding capital stock of PGI as of the date
of this Prospectus.
Each domestic fixed income portfolio managed by the Manager, including the
Trust, is overseen by the Domestic Fixed
5
<PAGE>
Income Portfolio Management Committee, which consists of the Manager's most
senior domestic fixed income professionals. The committee is chaired by David
D. Tripple, the Manager's President and Chief Investment Officer and Executive
Vice President of each of the Pioneer funds. Mr. Tripple joined the Manager in
1974 and has had general responsibility for the Manager's investment operations
and specific portfolio assignments for over five years. Fixed income
investments made by the Manager, including those made on behalf of the Trust,
are under the general supervision of Sherman B. Russ, Vice President of the
Manager and the Trust. Mr. Russ joined the Manager in 1983.
Day-to-day management of the Trust is the responsibility of Mr. Russ. In
certain instances where Mr. Russ is unavailable, primary responsibility for the
day-to-day management of the Trust may be assumed temporarily by Richard A.
Schlanger who joined the Manager in 1988 and is a Vice President.
In addition to the Trust, the Manager also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. The Manager's and PFD's executive offices are located
at 60 State Street, Boston, Massachusetts 02109.
Under the terms of its contract with the Trust, the Manager assists in the
management of the Trust and is authorized in its discretion to buy and sell
securities for the account of the Trust, subject to the right of the Trust's
Trustees to disapprove any such purchase or sale. The Manager 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 to be 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 the Manager 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 shares of the Trust;
(d) issue and transfer taxes, chargeable to the Trust in connection with
securities transactions to which the Trust 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 Trust to federal, state or other
governmental agencies; (f) fees and expenses involved in registering and
maintaining registrations of the Trust and/or its shares with the SEC,
individual states or blue sky securities agencies, territories and foreign
countries, including the preparation of Prospectuses and Statements of
Additional Information for filing with the SEC; (g) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (h) charges and expenses of legal
counsel to the Trust and to Trustees; (i) distribution fees paid by the Trust
in accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940 Act;
(j) compensation of those Trustees of the Trust who are not affiliated with or
interested persons of PMC, the Trust (other than as Trustees), PGI or PFD; (k)
the cost of preparing and printing share certificates; and (l) interest on
borrowed money, if any. The Trust also pays all brokers' and underwriting
commissions chargeable to the Trust in connection with its portfolio
transactions.
Orders for the Trust's portfolio securities transactions are placed by the
Manager, which strives to obtain the best price and execution for each
transaction. In circumstances where two or more broker-dealers are in a
position to offer comparable prices and execution, consideration may be given
to whether the broker-dealer provides brokerage or research services or sells
shares of the Pioneer mutual funds for which PGI or any affiliate or subsidiary
serves as investment adviser or manager. See the Statement of Additional
Information for a further description of PMC's brokerage allocation practices.
As compensation for its management services and certain expenses which the
Manager incurs, the Manager is entitled to a management fee equal to 0.50% per
annum of the Trust's average daily net assets. The fee is normally computed
daily and paid monthly.
During the fiscal year ended December 31, 1994, the Trust incurred net expenses
of $1,414,094, including management fees paid or payable to the Manager of
$536,625 after reduction pursuant to the Manager's voluntary expense limitation
agreement.
The Manager has agreed not to impose a portion of its management fee and to
make other arrangements, if necessary to limit certain expenses of the Trust to
the extent required to reduce Class A expenses to 1.00% of the average daily
net assets attributable to the Class A shares; the portion of the Trust
expenses attributable to the Class B shares will only be reduced to the extent
it is reduced for the Class A shares. This agreement is voluntary and temporary
and may be terminated by the Manager at any time. During the fiscal year ended
December 31, 1994, this agreement resulted in a reduction of the Trust's
management fee of $155,511.
V. TRUST SHARE ALTERNATIVES
The Trust continuously offers two Classes of shares designated as Class A and
Class B shares, as described more fully in "How to Buy Fund Shares." If you do
not specify in your instructions to the Trust which Class of shares you wish to
purchase, exchange or redeem, the Trust will assume that your instructions
apply to Class A shares.
Class A Shares. If you invest less than $1 million in Class A shares, you will
pay an initial sales charge. Certain purchases may qualify for reduced initial
sales charges. If you invest $1 million or more in Class A shares, no sales
charge will be imposed at the time of purchase. However, shares redeemed within
12 months of purchase may be subject to a contingent deferred sales charge
("CDSC"). Class A shares are subject to distribution and service fees at a
combined annual rate of up to 0.25% of the Trust's average daily net assets
attributable to Class A shares.
Class B Shares. If you plan to invest up to $250,000, Class B shares are
available to you. Class B shares are sold
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<PAGE>
without an initial sales charge, but are subject to a CDSC of up to 4% if
redeemed within six years. Class B shares are subject to distribution and
service fees at a combined annual rate of 1.00% of the Trust's average daily
net assets attributable to Class B shares. Your entire investment in Class B
shares is available to work for you from the time you make your investment, but
the higher distribution fee paid by Class B shares will cause your Class B
shares (until conversion) to have a higher expense ratio and to pay lower
dividends, to the extent dividends are paid, than Class A shares. Class B
shares will automatically convert to Class A shares, based on relative net
asset value, eight years after the initial purchase.
Purchasing Class A or Class B Shares. The decision as to which Class to
purchase depends on the amount you invest, the intended length of the
investment and your personal situation. If you are making an investment that
qualifies for reduced sales charges, you might consider Class A shares. If you
prefer not to pay an initial sales charge on an investment of $250,000 or less
and you plan to hold the investment for at least six years, you might consider
Class B shares.
Investment dealers and 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 Trust 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
Shares of the Trust are sold at the public offering price, which is the net
asset value per share plus the applicable sales charge. Net asset value per
share of a Class of the Trust is determined by dividing the fair market value
of its assets, less liabilities attributable to that Class, by the number of
shares of that Class outstanding. The net asset value is computed once daily,
on each day the New York Stock Exchange (the "Exchange") is open, as of the
close of regular trading on the Exchange.
VII. HOW TO BUY TRUST SHARES
You may buy Trust shares at the public offering price from any securities
broker-dealer which has a sales agreement with PFD. If you do not have a
securities broker-dealer, please call 1-800-225-6292 for assistance.
The minimum initial investment is $1,000 for Class A and Class B shares except
as specified below. The minimum initial investment is $50 for Class A accounts
being established to utilize monthly bank drafts, government allotments,
payroll deduction and other similar automatic investment plans. Separate
minimum investment requirements apply to retirement plans and to telephone and
wire orders placed by broker-dealers; no sales charges or minimum requirements
apply to the reinvestment of dividends or capital gains distributions. The
minimum subsequent investment is $50 for Class A shares and $500 for Class B
shares except that the subsequent minimum investment amount for Class B share
accounts may be as little as $50 if an automatic investment plan is established
(see "Automatic Investment Plans").
Class A Shares
You may buy Class A shares at the public offering price, that is, at the net
asset value per share next computed after receipt of a purchase order, plus a
sales charge as follows:
<TABLE>
<CAPTION>
Dealer
Sales Charge as % of Allowance
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price
<S> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00%
$100,000 but less than
$250,000 3.50 3.63 3.00
$250,000 but less than
$500,000 2.50 2.56 2.00
$500,000 but less than
$1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below
</TABLE>
No sales charge is payable at the time of purchase on investments of $1,000,000
or more or for participants in certain group plans (described below) subject to
a CDSC of 1% which may be imposed in the event of a redemption of Class A
shares within 12 months of purchase. See "How to Sell Trust Shares." PFD may,
in its discretion, pay a commission to broker-dealers who initiate and are
responsible for such purchases as follows: 1% on the first $1 million invested;
0.50% on the next $4 million; and 0.10% on the excess over $5 million. These
commissions will not be paid if the purchaser is affiliated with the
broker-dealer or if the purchase represents the reinvestment of a redemption
made during the previous 12 calendar months. Broker-dealers who receive a
commission in connection with Class A share purchases at net asset value by
401(a) or 401(k) retirement plans with 1,000 or more eligible participants or
with at least $10 million in plan assets will be required to return any
commission paid or a pro rata portion thereof if the retirement plan redeems
its shares within 12 months of purchase. See also "How to Sell Trust Shares."
In connection with PGI's acquisition of Mutual of Omaha Fund Management Company
and contingent upon the achievement of certain sales objectives, PFD pays to
Mutual of Omaha Investor Services, Inc. 50% of PFD's retention of any sales
commission on sales of the Fund's Class A shares through such dealer.
The schedule of sales charges above is applicable to purchases of Class A
shares of the Trust by an (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other fiduciary
of a trust estate or fiduciary account or related trusts or accounts including
pension, profit-sharing and other employee benefit trusts qualified under
Section 401 or 408 of the Internal Revenue Code of 1986, as amended (the
"Code"), although more than one beneficiary is involved. The sales charges
applicable to a current purchase of Class A shares of the Trust by a person
listed above is determined by adding the value of shares to be purchased to the
aggregate value (at the then current
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<PAGE>
offering price) of shares of any of the other Pioneer mutual funds previously
purchased and then owned (except the Class A shares of Pioneer Money Market
Trust), provided PFD is notified by such person or his or her broker-dealer
each time a purchase is made which would qualify. Pioneer mutual funds include
all mutual funds for which PFD serves as principal underwriter. See the "Letter
of Intention" section of the Account Application.
Qualifying for a Reduced Sales Charge. Class A shares of the Trust may be sold
at a reduced or eliminated sales charge to certain group plans ("Group Plans")
under which a sponsoring organization makes recommendations to, permits group
solicitation of, or otherwise facilitates purchases by, its employees, members
or participants. Class A shares of the Trust may be sold at net asset value per
share without a sales charge to Optional Retirement Program participants if (i)
the employer has authorized a limited number of investment company providers
for the Program, (ii) all authorized investment company providers offer their
shares to Program participants at net asset value, (iii) the employer has
agreed in writing to actively promote the authorized investment providers to
Program participants and (iv) the Program provides for a matching contribution
for each participant contribution. Information about such arrangements is
available from PFD.
Class A shares of the Trust may be sold at net asset value per share without a
sales charge to: (a) current or former Trustees and officers of the Trust and
partners and employees of its legal counsel; (b) current or former directors,
officers, employees or sales representatives of PGI or its subsidiaries; (c)
current or former directors, officers, employees or sales representatives of
any subadviser or predecessor investment adviser to any investment company for
which the Manager serves as investment adviser, and the subsidiaries or
affiliates of such persons; (d) current or former officers, partners, employees
or registered representatives of broker-dealers which have entered into sales
agreements with PFD; (e) members of the immediate families of any of the
persons above; (f) any trust, custodian, pension, profit-sharing or other
benefit plan of the foregoing persons; (g) insurance company separate accounts;
(h) certain "wrap accounts" for the benefit of clients of financial planners
adhering to standards established by PFD; (i) other funds and accounts for
which the Manager or any of its affiliates serves as investment adviser or
manager; and (j) certain unit investment trusts. Shares so purchased are
purchased for investment purposes and may not be resold except through
redemption or repurchase by or on behalf of the Trust. The availability of this
privilege is conditioned upon the receipt by PFD of written notification of
eligibility. Shares may also be sold at net asset value in connection with
certain reorganization, liquidation, or acquisition transactions involving
other investment companies or personal holding companies.
Shares of the Trust may also be sold at net asset value per share without a
sales charge to clients of a broker-dealer who invest the proceeds from the
sale or redemption of shares of another investment company, provided that the
broker-dealer can document that the sale or redemption was complete within 60
days immediatly preceding the purchase of shares of the Trust. Further details
may be obtained from PFD.
Reduced sales charges for Class A shares are available through an agreement to
purchase a specified quantity of Trust shares over a designated 13-month period
by completing the "Letter of Intention" section of the Account Application.
Information about the Letter of Intention Procedure, including its terms, is
contained in the Statement of Additional Information.
Class B Shares
You may buy Class B shares at net asset value without the imposition of an
initial sales charge. However, Class B shares redeemed within six years of
purchase will be subject to a CDSC at the rates shown in the table below. The
charge will be assessed on the amount equal to the lesser of the current market
value or the original purchase cost of the shares being redeemed. No CDSC will
be imposed on increases in account value above the initial purchase price,
including shares derived from the reinvestment of dividends or capital gains
distributions.
The amount of the CDSC, if any, will vary depending on the number of years from
the time of purchase until the time of redemption of Class B shares. For the
purpose of determining the number of years from the time of any purchase, all
payments during a quarter will be aggregated and deemed to have been made on
the first day of that quarter. In processing redemptions of Class B shares, the
Trust 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.
<TABLE>
<CAPTION>
Year Since CDSC as a Percentage of Dollar
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>
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
Trust in connection with the sale of Class B shares, including the payment of
compensation to broker-dealers.
Class B shares will automatically convert into Class A shares at the end of the
calendar quarter that is eight years after the purchase date, except as noted
below. Class B shares acquired by exchange from Class B shares of another
Pioneer fund will convert into Class A shares based on the date of the initial
purchase and the applicable CDSC. 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, for which the Trust is applying, or an opinion of counsel that
such conversions will not constitute taxable events for federal tax
8
<PAGE>
purposes. There can be no assurance that such ruling or opinion will be
available. The conversion of Class B shares to Class A shares will not occur if
such ruling or opinion is not available and, therefore, Class B shares would
continue to be subject to higher expenses than Class A shares for an
indeterminate period.
Waiver or Reduction of Contingent Deferred Sales
Charge. The CDSC on Class B shares and on any Class A shares subject to a CDSC
may be waived or reduced for non-retirement accounts if: (a) the redemption
results from the death of all registered owners of an account (in the case of
UGMAs, UTMAs and trust accounts, waiver applies upon the death of all
beneficial owners) or a total and permanent disability (as defined in Section
72 of the 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 Trust at the time the
withdrawal plan is established).
The CDSC on Class B shares and on any Class A shares subject to a CDSC may be
waived or reduced for retirement plan accounts if: (a) the redemption results
from the death or a total and permanent disability (as defined in Section 72 of
the Code) occurring after the purchase of the shares being redeemed of a
shareholder or participant in an employer-sponsored retirement plan; (b) the
distribution is to a participant in an IRA, 403(b) or employer-sponsored
retirement plan, is part of a series of substantially equal payments made over
the life expectancy of the participant or the joint life expectancy of the
participant and his or her beneficiary or as scheduled periodic payments to a
participant (limited in any year to 10% of the value of the participant's
account at the time the distribution amount is established; a required minimum
distribution due to the participant's attainment of age 70-1/2 may exceed the
10% limit only if the distribution amount is based on plan assets held by
Pioneer); (c) the distribution is from a 401(a) or 401(k) retirement plan and
is a return of excess employee deferrals or employee contributions or a
qualifying hardship distribution as defined by the Code or results from a
termination of employment (limited with respect to a termination to 10% per
year of the value of the plan's assets in the Fund as of the later of the prior
December 31 or the date the account was established unless the plan's assets
are being rolled over to or reinvested in the same class of shares of a Pioneer
mutual fund subject to the CDSC of the shares originally held); (d) the
distribution is from an IRA, 403(b) or employer-sponsored retirement plan and
is to be rolled over to or reinvested in the same class of shares in a Pioneer
mutual fund and which will be subject to the applicable CDSC upon redemption;
(e) the distribution is in the form of a loan to a participant in a plan which
permits loans (each repayment of the loan will constitute a new sale which will
be subject to the applicable CDSC upon redemption); or (f) the distribution is
from a qualified defined contribution plan and represents a participant's
directed transfer (provided that this privilege has been pre-authorized through
a prior agreement with PFD regarding participant directed transfers).
The CDSC on Class B shares and on any Class A shares subject to a CDSC may be
waived or reduced for either non-retirement or retirement plan accounts if:
(a) the redemption is made by any state, county, or city, or any
instrumentality, department, authority, or agency thereof, which is prohibited
by applicable laws from paying a CDSC in connection with the acquisition of
shares of any registered investment management company; or (b) the redemption
is made pursuant to the Trust's right to liquidate or involuntarily redeem
shares in a shareholder's account.
Broker-Dealers. An order for either Class of Trust shares received by PFD from
a broker-dealer prior to the close of regular trading on the Exchange is
confirmed at the price appropriate for that Class as determined at the close of
regular trading on the Exchange on the day the order is received, provided the
order is received prior to PFD's close of business (usually, 5:30 p.m. Eastern
Time). It is the responsibility of broker-dealers to transmit orders so that
they will be received by PFD prior to its close of business.
General. The Trust reserves the right in its sole discretion to withdraw all or
any part of the offering of shares when, in the judgment of the Trust's
management, such withdrawal is in the best interest of the Trust. 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.
VIII. HOW TO SELL TRUST SHARES
You can arrange to sell (redeem) Trust shares on any day the Exchange is open
by selling (redeeming) either some or all of your shares to the Trust.
You may sell your shares either through your broker-dealer or directly to the
Trust.
* If you are selling shares from a retirement account, you must make your
request in writing (except for exchanges to other Pioneer funds which can be
requested by phone or in writing). Call 1-800-622-0176 for a retirement
distribution form.
* If you are selling shares from a non-retirement account, you may use any of
the methods described below.
Your shares will be sold at the share price next calculated after your order is
received and accepted less any applicable CDSC. Sale proceeds generally will be
sent to you in cash, normally within seven days after your order is accepted.
The Trust reserves the right to withhold payment of the sale proceeds until
checks received by the Trust in payment for the shares being sold have cleared,
which may take up to 15 calendar days from the purchase date.
In Writing. You may always sell your shares by delivering a written request,
signed by all registered owners, in good order to Pioneering Services
Corporation ("PSC"), however, you must use a written request, including a
signature guarantee, to sell your shares if any of the following situations
applies:
9
<PAGE>
* you wish to sell over $50,000 worth of shares,
* your account registration or address has changed within the last 30 days,
* the check is not being mailed to the address on your account (address of
record),
* the check is not being made out to the account owners, or
* the sale proceeds are being transferred to a Pioneer account with a different
registration.
Your request should include your name, the Trust's name, your Trust account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described
below. Unless instructed otherwise, Pioneer will send the proceeds of the sale
to the address of record. Fiduciaries or corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.
Written requests will not be processed until they are received in good order
and accepted by PSC. Good order means that there are no outstanding claims or
requests to hold redemptions on the account, certificates are endorsed by the
record owner(s) exactly as the shares are registered and the signature(s) are
guaranteed by an eligible guarantor. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union (if authorized under state
law), securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee. Signature
guarantees are not accepted by facsimile (fax). For additional information
about the necessary documentation for redemption by mail, please contact PSC at
1-800-225-6292.
By Telephone or by Fax. Your account is automatically authorized to have the
telephone redemption privilege unless you indicated otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone redemption. The telephone redemption option is not
available to retirement plan accounts. A maximum of $50,000 may be redeemed by
telephone or fax and the proceeds may be received by check or by bank wire. To
receive the proceeds by check: the check must be made payable exactly as the
account is registered and the check must be sent to the address of record which
must not have changed in the last 30 days. To receive the proceeds by bank
wire: the wire must be sent to the bank wire address of record which must have
been properly pre-designated either on your Account Application or on an
Account Options Form and which must not have changed in the last 30 days. To
redeem by fax send your redemption request to 1-800-225-4240. You may always
elect to deliver redemption instructions to PSC by mail. See "Telephone
Transactions and Related Liabilities" below. Telephone and fax redemptions will
be priced as described above.
Selling Shares Through Your Broker-Dealer. The Trust has authorized PFD to act
as its agent in the repurchase shares of the Trust from qualified
broker-dealers and reserves the right to terminate this procedure at any time.
Your broker-dealer must receive your request before the close of business on
the Exchange and transmit it to PFD before PFD's close of business to receive
that day's redemption price. Your broker-dealer is responsible for providing
all necessary documentation to PFD and may charge you for its services.
Small Accounts. The minimum account value is $500. If you hold shares of the
Trust in an account with a net asset value of less than the minimum required
amount due to redemptions or exchanges, the Trust 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 Trust to you of the Trust's intention to redeem the shares.
CDSC on Class A Shares. Purchases of Class A shares of $1,000,000 or more, or
by participants in a Group Plan which were not subject to an initial sales
charge, may be subject to a CDSC upon redemption. A CDSC is payable to PFD on
these investments in the event of a share redemption within 12 months following
the share purchase, at the rate of 1% of the lesser of the value of the shares
redeemed (exclusive of reinvested dividend and capital gain distributions) or
the total cost of such shares. Shares subject to the CDSC which are exchanged
into another Pioneer fund will continue to be subject to the CDSC until the
original 12-month period expires. However, no CDSC is payable with respect to
purchases of Class A shares by 401(a) or 401(k) retirement plans with 1,000 or
more eligible participants or with at least $10 million in plan assets.
General. 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 Trust of securities owned by it is not reasonably practicable
or it is not reasonably practicable for the Trust to fairly determine the value
of the net assets of its portfolio; or the SEC, by order, so permits.
Redemptions and repurchases are taxable transactions to shareholders. The net
asset value per share received upon redemption or repurchase may be more or
less than the cost of shares to an investor, depending on the market value of
the portfolio at the time of redemption or repurchase.
IX. HOW TO EXCHANGE TRUST 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 Trust
out of which you wish to exchange and the name of the fund into which you wish
to exchange, your fund account number(s), the Class of shares to be exchanged
and the dollar amount or number of shares to be exchanged. Written exchange
requests must
be signed by all record owner(s) exactly as the shares are registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicated otherwise on your Account
application or by writing to
10
<PAGE>
PSC. Proper account identification will be required for each telephone
exchange. Telephone exchanges may not exceed $500,000 per account per day. All
telephone exchange requests will be recorded. See "Telephone Transactions and
Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one Pioneer
account for shares of the same Class in another Pioneer account on a monthly or
quarterly basis. The accounts must have identical registrations and the
originating account must have a minimum balance of $5,000. The exchange will be
effective on the 18th day of the month.
General. Exchanges must be at least $1,000. You may exchange your investment
from one Class of Trust shares at net asset value, without a sales charge, for
shares of the same Class of any other Pioneer mutual fund. Not all Pioneer
mutual funds offer more than one Class of shares. A new Pioneer account opened
through an exchange must have a registration identical to that on the original
account.
Class A or Class B shares which would normally be subject to a CDSC upon
redemption will not be charged the applicable CDSC at the time of an exchange.
Shares acquired in an exchange will be subject to the CDSC of the shares
originally held. For purposes of determining the amount of any applicable CDSC,
the length of time you have owned Class B 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 below have been met, otherwise, they
will be effective on the next business day. PSC will process exchanges only
after receiving an exchange request in good order. There are currently no fees
or sales charges imposed at the time of an exchange. An exchange of shares may
be made only in states where legally permitted. For federal and (generally)
state income tax purposes, an exchange is considered to be a sale of the shares
of the fund exchanged and a purchase of shares in another fund. Therefore, an
exchange could result in a gain or loss on the shares sold, depending on the
tax basis of these shares and the timing of the transaction, and special tax
rules may apply.
You should consider the differences in objectives and policies of the Pioneer
mutual funds, as described in each fund's current prospectus, before making any
exchange. To prevent abuse of the exchange privilege to the detriment of other
Trust shareholders, the Trust and PFD reserve the right to limit the number
and/or frequency of exchanges and/or to charge a fee for exchanges. The
exchange privilege may be changed or discontinued and may be subject to
additional limitations, including certain restrictions on purchases by market
timer accounts.
X. DISTRIBUTION PLANS
The Trust has adopted a Plan of Distribution for both Class A shares ("Class A
Plan") and Class B shares ("Class B 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 Trust reimburses PFD for 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 Trust: (i) a service fee to be paid to qualified broker-dealers in an
amount not to exceed 0.25% per annum of the Trust's daily net assets
attributable to Class A shares; (ii) reimbursement to PFD for its expenditures
for broker-dealer commissions and employee compensation on certain sales of the
Trust's Class A shares with no initial sales charge (See "How to Buy Trust
Shares"); and (iii) reimbursement to PFD for expenses incurred in providing
services to Class A shareholders and supporting broker-dealers and other
organizations (such as banks and trust companies) in their efforts to provide
such services. Banks are currently prohibited under the Glass-Steagall Act
from providing certain underwriting or distribution services. If a bank was
prohibited from acting in any capacity or providing any of the described
services, management would consider what action, if any, would be appropriate.
Expenditures of the Trust pursuant to the Class A Plan are accrued daily and
may not exceed 0.25% of the Trust'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 Trust in a given year. The Class A
Plan may not be amended to increase materially the annual percentage limitation
of average net assets which may be spent for the services described therein
without approval of the shareholders of the Trust. The Class A Plan does not
provide for the carryover of reimbursable expenses beyond 12 months from the
time the Trust is first invoiced for an expense. For the fiscal year ended
December 31, 1994, there was an allowable carryover of distribution expenses
reimbursable to PFD of $38,421 (approximately 0.20% of the net assets
attributable to the Class A shares of the Trust).
The Class B Plan provides that the Trust will pay a distribution fee at the
annual rate of 0.75% of the Trust's average daily net assets attributable to
Class B shares and will pay PFD a service fee at the annual rate of 0.25% of
the Trust's average daily net assets attributable to Class B shares. The
distribution fee is intended to compensate PFD for its distribution services to
the Trust. The service fee is intended to be additional compensation for
personal services and/or account maintenance services with respect to Class B
shares. PFD also receives the proceeds of any CDSC imposed on the redemption of
Class B shares.
Commissions of 4%, equal to 3.75% of the amount invested and a first year's
service fee equal to 0.25% of the amount invested in Class B shares, are paid
to broker-dealers who have selling agreements with PFD. PFD may advance to
dealers the first year service fee at a rate up to 0.25% of the purchase price
of such shares and, as compensation therefor, PFD may retain the service fee
paid by the Trust with respect to such shares for the first year after
purchase. Dealers will become eligible for additional service
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fees with respect to such shares commencing in the 13th month following the
purchase. Dealers may from time to time be required to meet certain criteria in
order to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class B Plan for which there is no dealer of
record or for which qualification standards have not been met as partial
consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION
The Trust has elected to be treated, has qualified, and intends to qualify each
year as a "regulated investment company" under Subchapter M of the Code, so
that it will not pay federal income taxes on income and capital gains
distributed to shareholders at least annually.
Under the Code, the Trust will be subject to a nondeductible 4% excise tax on a
portion of its undistributed income and capital gains if it fails to meet
certain distribution requirements for each calendar year. The Trust intends to
make distributions in a timely manner and accordingly does not expect to be
subject to the excise tax.
Each business day the Trust declares a dividend consisting of substantially all
of the Trust's net investment income (earned interest income less expenses).
Shareholders begin earning dividends on the first business day following
receipt of payment for purchased shares. Shares continue to earn dividends up
to and including the date of redemption. Dividends are normally paid on the
last business day of the month or shortly thereafter. Monthly distributions,
which consist of net investment income and may also include a portion of
original issue discount or market discount and any net short-term capital gains
realized by the Trust, are taxable as ordinary income. Net long-term capital
gains, if any, will be distributed annually, in December, or at such additional
times as may be necessary to avoid federal income or excise tax (after taking
into account any capital loss carryforwards) and will be taxable as long-term
capital gains regardless of the shareholder's holding period for the shares.
Unless shareholders specify otherwise, all distributions will be automatically
reinvested in additional full and fractional shares of the Trust. For federal
income tax purposes, all dividends are taxable as described above whether a
shareholder takes them in cash or reinvests them in additional shares of the
Trust. Information as to the federal tax status of dividends and distributions
will be provided annually. For further information on the distribution options
available to shareholders, see "Distribution Options" and "Directed Dividends"
below.
Dividends and other distributions and the proceeds of redemptions or
repurchases of Trust shares paid to individuals and other non-exempt payees
will be subject to a 31% federal backup withholding tax if the Trust is not
provided with the shareholder's correct taxpayer identification number and
certification that the number is correct and the shareholder is not subject to
backup withholding or the Trust receives notice from the Internal Revenue
Service (the "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, trust or estates, and who are subject to U.S.
federal income tax. 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.
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, and
inquiries to PSC should be mailed to Pioneering Services Corporation, P.O. Box
9014, Boston, Massachusetts 02205-9014. Brown Brothers Harriman & Co. (the
"Custodian") serves as custodian of the Trust's portfolio securities. The
principal business address of the mutual fund division of the Custodian is 40
Water Street, Boston, Massachusetts 02109.
Account and Confirmation Statements
PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing
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
shareholders who have more than one Pioneer 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 Trust and might not
be able to utilize some of the services available to shareholders of record.
Examples of services which might not be available are investment or redemption
of shares by mail or telephone, automatic reinvestment of dividends and capital
gains distributions, withdrawal plans, Letters of Intention, Rights of
Accumulation, telephone exchanges, and newsletters.
Additional Investments
You may add to your account by sending a check (minimum of $50 for Class A
shares and $500 for Class B shares) to PSC (account number and Class of shares
should be clearly indicated). The bottom portion of a confirmation statement
may be used as a remittance slip to make additional investments. Additions to
your account, whether by check or through a Pioneer Investomatic Plan, are
invested in full and fractional shares of the Trust 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 $50 or more through
government/military allotments, payroll deduction or through a Pioneer
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or
quarterly investment by means of a pre-authorized draft drawn on a checking
account. Pioneer Investomatic Plan investments are
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voluntary, and you may discontinue the plan at any time without penalty upon 30
days' written notice. 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 semiannually. In
January of each year, the Trust will mail you information about the tax status
of dividends and distributions.
Distribution Options
Dividends and capital gains distributions, if any, will automatically be
invested in additional shares of the Trust, at the applicable net asset value
per share, unless you indicate another option on the Account Application.
Two other options available are (a) dividends in cash and capital gains
distributions in additional shares; and (b) all dividends and capital gains
distributions in cash. These two options are not available, however, for
retirement plans or for an account with a net asset value of less than $500.
Changes in your distribution options may be made by written request 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. The value of
this second account must be at least $1,000 ($500 for Pioneer Fund or Pioneer
II). Invested dividends may be in any amount, and there are no fees or charges
for this service. Retirement plan shareholders may only direct dividends to
accounts with identical registrations, i.e., PGA IRA Cust for John Smith may
only go into another account registered PGA IRA Cust for John Smith.
Direct Deposit
If you have elected to take distributions, whether dividends or dividends and
capital gains, in cash, or have established a Systematic Withdrawal Plan, you
may choose to have those cash payments deposited directly into your savings,
checking or NOW bank account. You may also 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.
Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you indicated otherwise on your Account Application or by
writing to PSC. You may sell or exchange your Trust shares by telephone by
calling 1-800-225-6292 between 8:00 a.m. and 8:00 p.m. Eastern Time on
weekdays. See "Share Price" for more information. To confirm that each
transaction instruction received by telephone is genuine, the Trust 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
Trust may be liable for any loss due to unauthorized or fraudulent
instructions. The Trust may implement other procedures from time to time. In
all other cases, neither the Trust, 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 Trust by
telephone to institute a redemption or exchange. You should communicate with
the Trust in writing if you are unable to reach the Trust by telephone.
Retirement Plans
You should contact the Retirement Plans Department of PSC at 1-800-622-0176 for
information relating to retirement plans for businesses, age-weighted profit
sharing plans, Simplified Employee Pension Plans, Individual Retirement
Accounts (IRA's), and Section 403(b) retirement plans for employees of certain
non-profit organizations and public school systems, all of which are available
in conjunction with investments in the Trust. The Account Application enclosed
with this Prospectus should not be used to establish any of these plans.
Separate applications are required.
Telecommunications 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 shares accounts are limited to 10% of the
value of the account at the time the plan is implemented. See "Waiver or
Reduction of Contingent Deferred Sales Charge" for more information. Periodic
payments of $50 or more will be sent to you, or any person designated by you,
monthly or quarterly and your periodic redemptions may be taxable to you.
Payments can be made either by check or electronic transfer to a bank account
designated by you. If you direct that withdrawal payments be made to another
person after you have opened your account, a signature guarantee must accompany
your instructions. Purchases of Class A shares of the Trust at a time when you
have a SWP in effect may result in the payment of unnecessary sales charges and
may, therefore, be disadvantageous.
You may obtain additional information by calling PSC at 1-800-225-6292 or by
referring to the Statement of Additional Information.
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Reinstatement Privilege (Class A Shares Only)
If you redeem all or part of your Class A shares of the Trust, you may reinvest
all or part of the redemption proceeds without a sales charge in Class A shares
of the Trust if you send a written request to PSC not more than 90 days after
your shares were redeemed. Your redemption proceeds will be reinvested at the
next determined net asset value of the Class A shares of the Trust in effect
immediately after receipt of the written request for reinstatement. You may
realize a gain or loss for federal income tax purposes as a result of the
redemption, and special tax rules may apply if a reinstatement occurs. Subject
to the provisions outlined under "How to Exchange Trust Shares" above, you may
also reinvest in Class A shares of other Pioneer mutual funds; in this case,
you must meet the minimum investment requirement for each fund you enter.
The 90-day reinstatement period may be extended by PFD for periods of up to one
year for shareholders living in areas that have experienced a natural disaster,
such as a flood, hurricane, tornado or earthquake.
The options and services available to shareholders, including the terms of the
Exchange Privilege and the Pioneer Investomatic Plan, may be revised, suspended
or terminated at any time by PFD or by the Trust. You may establish the
services described in this section when you open your account. You may also
establish or revise many of them on an existing account by completing an
Account Options Form, which you may request by calling 1-800-225-6292.
XIII. THE TRUST
Pioneer America Income Trust is an open-end, diversified management investment
company (commonly referred to as a mutual fund) organized as a Massachusetts
business trust on March 17, 1988. Prior to July 1, 1994 the Trust was named
Pioneer U.S. Government Trust. The Trust has authorized an unlimited number of
shares of beneficial interest. As an open-end management investment company,
the Trust usually continuously offers its shares to the public and under normal
conditions must redeem its shares upon the demand of any shareholder at the
then current net asset value per share. See "How to Sell Trust Shares." The
Trust is not required, and does not intend, to hold annual shareholder
meetings, although special meetings may be called for the purposes of electing
or removing Trustees, changing fundamental investment restrictions or approving
a management or subadvisory contract.
The Trustees have the authority, without further shareholder approval, to
classify and reclassify the shares of the Trust, or any additional series of
the Trust, into one or more classes. As of the date of this Prospectus, the
Trustees have authorized the issuance of two classes of shares, designated
Class A and Class B. The shares of each class represent an interest in the same
portfolio of investments of the Trust. Each class has equal rights as to
voting, redemption, dividends and liquidation, except that each class bears
different distribution and transfer agent fees and may bear other expenses
properly attributable to the particular class. Class A and Class B shareholders
have exclusive voting rights with respect to the Rule 12b-1 distribution plans
adopted by holders of those shares in connection with the distribution of
shares. The Trust reserves the right to create and issue additional series of
shares.
When issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, shares of the Trust are fully-paid and
non-assessable by the Trust. Shares will remain on deposit with the Trust's
transfer agent and certificates will not normally be issued. The Trust reserves
the right to charge a fee for the issuance of certificates.
XIV. INVESTMENT RESULTS
The Trust may from time to time include yield information in advertisements or
in information furnished generally to existing or proposed shareholders. Yield
information is computed in accordance with the SEC's standardized yield
formula. The calculation for all Classes is computed by dividing the net
investment income per share of a Class during a base period of 30 days, or one
month, by the maximum offering price per share of the applicable Class of the
Trust on the last day of such base period. The resulting "30-day yield" is then
annualized as described below. (Net investment income per share of a Class is
determined by dividing the Trust's net investment income attributable to a
Class during the base period by the average number of shares of that Class of
the Trust.) The 30-day yield is then "annualized" by a computation that assumes
that the net investment income per share of a Class is earned and reinvested
for a six-month period at the same rate as during the 30-day base period and
that the resulting six-month income will be generated over an addition six
months.
The average annual total return (for a designated period of time) on an
investment in the Trust may also be included in advertisements, and furnished
to existing or prospective shareholders. The average annual total return for
each Class is computed in accordance with the SEC's standardized formula. The
calculation for all Classes assumes the reinvestment of all dividends and
distributions at net asset value. In addition, for Class A shares the
calculation assumes the deduction of the maximum sales charge of 4.50%; for
Class B shares the calculation reflects the deduction of any applicable
contingent deferred sales charge. The periods illustrated would normally
include one, five and ten years (or since the commencement of the public
offering of the shares of a Class, if shorter) through the most recent calendar
quarter.
Yield and average annual total return quotations of the Trust do not reflect
the impact of federal or state income taxes.
One or more additional measures and assumptions, including but not limited to
historical total returns; distribution returns; results of actual or
hypothetical investments;
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changes in dividends, distributions or share values; or any graphic
illustration of such data may also be used. These data may cover any period of
the Trust's existence and may or may not include the impact of sales charges,
taxes or other factors.
Other investments or savings vehicles and/or unmanaged market indexes,
indicators of economic activity or averages of mutual funds results may be
cited or compared with the investment results of the Trust. Rankings or
listings by magazines, newspapers or independent statistical or rating
services, such as Lipper Analytical Services, Inc., may also be referenced.
The Trust's investment results will vary from time to time depending on market
conditions, the composition of the Trust's portfolio and operating expenses of
the Trust. All quoted investment results are historical and should not be
considered representative of what an investment in the Trust may earn in any
future period. For further information about the calculation methods and uses
of the Trust's investment results, see the Statement of Additional Information.
15
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Pioneer America
Income Trust
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
SHERMAN B. RUSS, Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
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 and service forms
and telephone transactions ....................... 1-800-225-6292
Automated fund yields, prices and account
information ...................................... 1-800-225-4321
Retirement plans .................................. 1-800-622-0176
Toll-free fax ......................................1-800-225-4240
Telecommunications Device for the Deaf (TDD) ...... 1-800-225-1997
0495-2460
(C)Pioneer Funds Distributor, Inc.
<PAGE>
PIONEER AMERICA INCOME TRUST
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
April 28, 1995
This Statement of Additional Information (Part B of the Registration
Statement) is not a Prospectus but should be read in conjunction with the
Prospectus dated April 28, 1995, as amended and/or supplemented from time to
time (the "Prospectus"), of Pioneer America Income Trust (the "Trust"). A copy
of the Prospectus can be obtained free of charge by calling Shareholder Services
at 1-800-225-6292 or by written request to the Trust at 60 State Street, Boston,
Massachusetts 02109. The most recent Annual Report to Shareholders is attached
to this Statement of Additional Information and is hereby incorporated in this
Statement of Additional Information by reference.
TABLE OF CONTENTS
Page
1. Investment Policies and Restrictions...............................2
2. Management of the Trust............................................7
3. Investment Adviser.................................................13
4. Principal Underwriter .............................................14
5. Distribution Plans.................................................15
6. Shareholder Servicing/Transfer Agent...............................17
7. Custodian..........................................................17
8. Independent Public Accountants.....................................18
9. Portfolio Transactions.............................................18
10. Tax Status.........................................................19
11. Description of Shares..............................................22
12. Certain Liabilities................................................22
13. Letter of Intention................................................23
14. Systematic Withdrawal Plan.........................................24
15. Determination of Net Asset Value...................................25
16. Investment Results.................................................25
Appendix A
-------------------------
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 presents the investment objective and principal investment
policies of the Trust. Other investment policies and a further description of
some of the policies described in the Prospectus appear below.
The following policies and restrictions supplement those discussed in the
Prospectus. Whenever an investment policy or restriction states a maximum
percentage of the Trust's assets that may be invested in any security or
presents a policy regarding quality standards, this standard or other
restrictions shall be determined immediately after and as a result of the
Trust'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 Trust's investment
objectives and policies.
Additional Information Regarding GNMA Certificates.
As prepayment rates of individual mortgage pools will vary widely, it is
not possible to predict with certainty the average life of a particular issue of
GNMA Certificates. However, statistics published by the FHA are normally used as
an indicator of the expected average life of GNMA Certificates. These statistics
indicate that the average life of single-family dwelling mortgages with 25- to
30-year maturities, the type of mortgages backing the vast majority of GNMA
Certificates, is approximately 12 years. For this reason, it is customary to
treat GNMA Certificates as 30-year mortgage-backed securities which prepay fully
in the twelfth year. The actual life of a particular issue of GNMA Certificates,
however, will depend on the coupon rate of the underlying mortgages, with higher
interest rate mortgages being more prone to prepayment or refinancing.
The coupon rate of interest of GNMA Certificates is lower than the interest
rate paid on the VA-guaranteed or FHA-insured mortgages underlying the GNMA
Certificates, but only by the amount of the fees paid to GNMA and the issuer.
For the most common type of mortgage pool, containing single-family dwelling
mortgages, GNMA receives an annual fee of 6/100 of 1% of the outstanding
principal for providing its guarantee, and the issuer is paid an annual fee of
44/100 of 1% for assembling the mortgage pool and for passing through monthly
payments of interest and principal to GNMA Certificate holders.
The coupon rate by itself, however, does not indicate the yield that will
be earned on GNMA Certificates for the reasons given in the section "Investment
Objective and Policies" in the Prospectus. In quoting yields for GNMA
<PAGE>
Certificates, the customary practice is to assume that the GNMA Certificates
will have a 12-year life. Compared on this basis, GNMA Certificates have
historically yielded roughly 25/100 of 1% more than high grade corporate bonds
and 50/100 of 1% more than U.S. Government and U.S. Government agency bonds. As
the life of individual pools may vary widely, however, the actual yield earned
on any issue of GNMA Certificates may differ significantly from the yield
estimated on the assumption of a 12-year life.
Since the inception of the GNMA mortgage-backed securities program in 1970,
the amount of GNMA Certificates outstanding has grown rapidly. The size of the
market and the active participation in the secondary market by securities
dealers and many types of investors make the GNMA Certificates a highly liquid
instrument. Prices of GNMA Certificates are readily available from securities
dealers and depend on, among other things, the level of market interest rates,
the GNMA Certificate's coupon rate and the prepayment experience of the pools of
mortgages backing each GNMA Certificate.
Investment Restrictions
The Trust has adopted certain additional fundamental investment
restrictions which may not be changed without the approval of a majority of the
Trust's outstanding voting securities. As used in the Prospectus and this
Statement of Additional Information, such approval means the approval of the
lesser of (i) the holders of 67% or more of the shares represented at a meeting
if the holders of more than 50% of the outstanding shares are present in person
or by proxy, or (ii) the holders of more than 50% of the outstanding shares.
The Trust may not:
(1) invest its assets, except in U.S. Government Securities (as defined in
the Prospectus) and in when-issued commitments and repurchase agreements with
respect to these securities;
(2) borrow money, except from banks to meet redemptions in amounts not
exceeding 33 1/3% (taken at the lower of cost or current value) of its total
assets (including the amount borrowed). The Trust does not intend to borrow
money during the coming year, and will do so only as a temporary measure for
extraordinary purposes or to facilitate redemptions. The Trust will not purchase
securities while any borrowings are outstanding;
(3) purchase securities on margin;
<PAGE>
(4) make loans to any person, except by (a) the purchase of a debt
obligation in which the Trust is permitted to invest and (b) engaging in
repurchase agreements;
(5) act as an underwriter, except as it may be deemed to be an underwriter
in a sale of restricted securities; or
(6) issue senior securities, except as permitted by restrictions nos. 2 and
4 above, and, for purposes of this restriction, the issuance of shares of
beneficial interest in multiple classes or series, the purchase or sale of
options, futures contracts and options on futures contracts, forward
commitments, forward foreign exchange contracts and repurchase agreements
entered into in accordance with the Trust's investment policies.
In order to register its shares in certain jurisdictions, the Trust has
agreed to adopt certain additional investment restrictions which are not
fundamental and may be changed by a vote of the Trust's Board of Trustees and
without shareholder approval or notification. Pursuant to these additional
restrictions, the Trust may not:
(a) make short sales of securities;
(b) write, purchase or otherwise invest in any put, call, straddle or
spread option;
(c) invest in any security, including any repurchase agreement maturing in
more than seven days, which is illiquid, if more than 15% of the net assets of
the Trust, taken at market value, would be invested in such securities;
(d) 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 Trust;
(e) invest in warrants;
(f) invest in oil, gas or other mineral leases or exploration or
development programs; and
(g) purchase or sell real estate, including real estate limited
partnerships except that the Fund may (i) acquire or lease office space for its
own use, (ii) invest in securities of issuers that invest in real estate or
interests therein, (iii) invest in securities that are secured by real estate or
<PAGE>
interests therein, (iv) purchase and sell mortgage-related securities and (v)
hold and sell real estate acquired by the Fund as a result of the ownership or
securities.
In order to qualify as permissible investment for Federal credit unions,
the Trust has agreed to adopt the following additional investment restrictions
which are not fundamental and may be changed by a vote of the Trust's Board of
Trustees and without shareholder approval or notification.
(1) Except as provided in non-fundamental restriction (2), with respect to
each security purchased or sold by the Trust: (1) the delivery of the security
will be made within thirty (30) days from the trade date; and (2) the price of
the security at the time of purchase will be the market price.
(2) The Trust may purchases securities on a when-issued or a delayed
delivery basis only in accordance with the following criteria:
a. the securities which are the subject of the when-issued or delayed
delivery commitment will be marked-to-market daily;
b. the delivery of the securities subject to the commitment will be
made within 120 days after the trade date;
c. the price of the security at the time of entering into the
commitment will be the market price; and
d. the Trust's custodian will maintain in a segregated account liquid,
high grade debt securities having a value (determined daily) at least equal
to the amount of the Trust's purchase commitment.
(3) The Trust may engage in repurchase agreements which are comparable to
"investment-type" repurchase agreements into which a Federal credit union may
enter. In all instances, the purchase price of securities obtained in such
repurchase transactions will be at or below the market price for such
securities. An "investment-type" repurchase transaction means a repurchase
transaction where the Federal credit union purchasing the security takes
physical possession of the security, or receives written confirmation of the
purchase and a custodial or safekeeping receipt from a third party under a
written bailment for hire contract, or is recorded as the owner of the security
through the Federal Reserve Book-Entry System.
(4) The Trust may not purchase or sell a standby commitment.
<PAGE>
(5) The Trust may not purchase or sell futures contracts or options on
futures contracts.
(6) The Trust may not engage in "adjusted trading." Adjusted trading means
any method or transaction used to defer a loss whereby the Trust sells a
security to a counterparty at a price above its then-current market price and
simultaneously purchases or commits to purchase from the counterparty another
security at a price above its then-current price.
(7) Except as provided in non-fundamental restriction (10), the Trust may
not purchase stripped mortgage-backed securities ("SMBS").
(8) Except as provided in non-fundamental restriction (10), the Trust may
not purchase or hold a collateralized mortgage obligation ("CMO") or real estate
mortgage investment conduit ("REMIC") that meets any of the following three
tests:
a. Average Life Test. The CMO or REMIC has an expected average life
greater than 10 years;
b. Average Life Sensitivity Test. The average life of the CMO or
REMIC: (a) extends by more then 4 years, assuming an immediate and
sustained parallel shift in the yield curve of plus 300 basis points; or
(b) shortens by more than 6 years, assuming an immediate and sustained
parallel shift in the yield curve of minus 300 basis points; or
c. Price Sensitivity Test. The estimated change in the price of the
CMO or REMIC is more than 17 percent, due to an immediate and sustained
parallel shift in the yield curve of plus or minus 300 basis points.
The three tests contained in this non-fundamental restriction apply at the
time of purchase and on any subsequent retesting date, assuming market interest
rates and prepayment speeds at the time the tests are applied.
(9) The Trust may not purchase residual interests in a CMO or REMIC
transaction.
(10) Non-fundamental restrictions (7) and (8) do not apply where an
investment in SMBS, CMOs or REMICs is made solely to reduce interest rate risk
and where:
a. A monitoring and reporting system is in place that provides the
documentation necessary to evaluate the expected and actual performance of
the investment under different interest rate scenarios;
<PAGE>
b. The monitoring and reporting system is used to conduct and document
an analysis that shows, prior to purchase, that the proposed investment
will reduce the Trust's interest rate risk; and
c. The investment, subsequent to purchase, is evaluated at least
quarterly, to determine whether or not the investment has actually reduced
the Trust's interest rate risk.
(11) The average life and average life sensitivity tests contained in
non-fundamental restriction (8) do not apply to a floating or adjustable rate a
CMO or REMIC instrument that has all of the following characteristics at the
time of purchase or on a subsequent testing date, irrespective of whether or not
the security has been purchased to reduce interest-rate risk:
a. The interest rate of the instrument is reset or may reset at
least annually;
b. The interest rate of the instrument, at the time of purchase
or at a subsequent testing date, is below any contractual cap of the
instrument;
c. The index upon which the interest rate is based is a
conventional widely-used market interest rate; and
d. The interest rate of the instrument varies directly (not
inversely) with the index upon which it is based and not reset as a
multiple of the change in the related index.
(12) The Trust may not may not purchase a zero coupon security with a
maturity date that is more than 10 years from the settlement date for purchase
of the security.
2. MANAGEMENT OF THE TRUST
The Trust's Board of Trustees provides broad supervision over the affairs
of the Trust. The officers of the Trust are responsible for the Trust's
operations. The Trustees and executive officers of the Trust are listed below,
together with their principal occupations during the past five years. An
asterisk indicates those Trustees who are interested persons of the Trust within
the meaning of the Investment Company Act of 1940 (the "1940 Act").
<PAGE>
JOHN F. COGAN, JR.*, Chairman of the Board, President and
Chairman of the Board, Trustee of all Pioneer mutual funds;
President and Trustee President and Director of The Pioneer
Group, Inc. ("PGI"); Chairman and
Director of Pioneering Management
Corporation ("PMC"); Chairman of the
Board and Chief Executive Officer of
Pioneer Winthrop Advisers ("PWA") since
1993; Chairman of the Board of Pioneer
Funds Distributor, Inc. ("PFD"); Director
of Pioneering Services Corporation
("PSC") and Pioneer Capital Corporation
("PCC"); President and Director of
Pioneer Plans Corporation ("PPC"),
Pioneer Investment Corp. ("PIC"), Pioneer
International Corp. ("PIntl"), and
Pioneer Metals & Technology, Inc.
("PMT"); Chairman of the Board and
Director of Teberebie Goldfields Limited;
Chairman, President and Director of
Pioneer Goldfields Limited ("PGL");
Chairman of the Supervisory Board of
Pioneer Funds Marketing GmbH; and
Chairman and Partner, Hale and Dorr
(counsel to the Trust).
RICHARD H. EGDAHL, M.D., Trustee of all Pioneer mutual funds
Trustee since 1992; Professor of Management,
53 Bay State Road Boston University School of
Boston, Massachusetts Management; Professor of Public Health,
Boston University School of Public
Health; Professor of Surgery, Boston
University School of Medicine and Boston
University Health Policy Institute;
Director, Boston University Medical
Center; Executive Vice President and Vice
Chairman of the Board, University
Hospital; Academic Vice President for
Health Affairs, Boston University;
Director, Essex Investment Management
Company, Inc. (investment adviser),
Health Payment Review, Inc. (health care
containment software firm), Mediplex
Group, Inc. (nursing care facilities
firm), Peer Review Analysis, Inc. (health
<PAGE>
care utilization management firm) and
Springer-Verlag New York, Inc.
(publisher); Honorary Director,
Franciscan Children's Hospital. Boston
University Health Policy Institute.
MARGARET B.W. GRAHAM, Trustee of all Pioneer mutual funds;
Trustee Manager of Research Operations,
The Keep Xerox Palo Alto Research Center,
Post Office Box 110 since September 1991; Professor of
Little Deer Island, Maine Operations Management and Management
of Technology, Boston University School
of Management ("BUSM"), since 1989;
Associate Dean, BUSM, 1988 to 1990 and
previously, Associate Professor,
Department of Operations Management,
BUSM.
JOHN W. KENDRICK, Trustee of all Pioneer mutual funds;
Trustee Professor Emeritus, George
6363 Waterway Drive Washington University; Economic
Falls Church, Virginia Consultant and Director, American
Productivity and Quality Center.
MARGUERITE A. PIRET, Trustee of all Pioneer mutual funds;
Trustee President, Newbury, Piret & Company,
One Boston Place, Inc. (a merchant banking firm).
Suite 2635
Boston, Massachusetts.
DAVID D. TRIPPLE*, Trustee and Executive Vice President
Trustee and Executive of all Pioneer mutual funds;
Vice President Executive Vice President and
Director of PGI and PWA (since 1993);
Director of PFD, since 1989; Director of
PCC and Pioneer SBIC Corporation;
President (since 1993), Chief Investment
Officer and a Director of PMC.
STEPHEN K. WEST Trustee of all Pioneer mutual funds
Trustee since 1993; Partner, Sullivan &
125 Broad Street Cromwell (a law firm).
New York, New York
<PAGE>
JOHN WINTHROP, Trustee of all Pioneer mutual funds;
Trustee President, John Winthrop & Co.,
One North Adgers Wharf Inc. (a private investment firm);
Charleston, South Carolina Director of NUI Corp., and Trustee of
Alliance Capital Reserves, Alliance
Government Reserves and Alliance Tax
Exempt Reserves.
SHERMAN B. RUSS, Vice President of PMC and certain
Vice President Pioneer mutual funds.
WILLIAM H. KEOUGH, Senior Vice President, Chief
Treasurer Financial Officer and Treasurer of PGI
and Treasurer of PFD, PMC, all Pioneer
mutual funds, PSC, PCC, PPC, PIC, PIntl,
PMT, PWA and Pioneer SBIC Corporation.
JOSEPH P. BARRI, Secretary of PGI, PMC, all Pioneer
Secretary mutual funds, PCC, PPC, PIC, PIntl, PMT
and PWA; Clerk of PFD and PSC and
Partner, Hale and Dorr (counsel to the
Trust).
ROBERT P. NAULT, General Counsel of PGI since 1995;
Assistant Secretary formerly of Hale and Dorr (counsel to the
Fund) where he most recently served as a
junior partner.
ERIC W. RECKARD, Assistant treasurer of each of the
Assistant Treasurer Pioneer mutual funds since 1994; Manager
of Fund Accounting for PMC and Assistant
to Chief Financial Officer of PGI since
1994; held various positions at PGI prior
to 1994.
The Trust's Declaration of Trust provides that the holders of two-thirds
of its outstanding shares may vote to remove a Trustee of the Trust at any
special meeting of shareholders. The business address of all officers is 60
State Street, Boston, Massachusetts 02109.
All of the outstanding capital stock of PMC and PSC is owned by PGI, a
Delaware corporation. All of the outstanding capital stock of PFD is indirectly
owned by PGI.
<PAGE>
The table below lists all the Pioneer mutual funds currently offered to the
public and the investment adviser and principal underwriter for each fund.
Investment Principal
Fund Name Adviser Underwriter
Pioneer Fund PMC PFD
Pioneer II PMC PFD
Pioneer Three PMC PFD
Pioneer Growth Shares PMC PFD
Pioneer Capital Growth Fund PMC PFD
Pioneer Equity-Income Fund PMC PFD
Pioneer Gold Shares PMC PFD
Pioneer Winthrop Real Estate Note 1 PFD
Investment Fund
Pioneer Europe Fund PMC PFD
Pioneer International Growth Fund PMC PFD
Pioneer India Fund PMC PFD
Pioneer Emerging Markets Fund PMC PFD
Pioneer Bond Fund PMC PFD
Pioneer America Income Trust PMC PFD
Pioneer Short-Term Income Fund PMC PFD
Pioneer Income Fund PMC PFD
Pioneer Tax-Free Income Fund PMC PFD
Pioneer Intermediate Tax-Free Fund PMC PFD
Pioneer California Double Tax-Free Fund PMC PFD
Pioneer New York Triple Tax-Free Fund PMC PFD
Pioneer Massachusetts Double PMC PFD
Tax-Free Fund
Pioneer Cash Reserves Fund PMC PFD
Pioneer U.S. Government Money Fund PMC PFD
Pioneer Tax-Free Money Fund PMC PFD
Pioneer Interest Shares, Inc. PMC Note 2
Pioneer Variable Contracts Trust PMC Note 3
- -------------
Note 1 Pioneer Winthrop Advisers is the investment adviser for this fund.
Note 2 This is a closed-end fund.
Note 3 This is a series of seven 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.
<PAGE>
PMC, the Trust's investment adviser, also manages the investments of
certain institutional private accounts.
To the knowledge of the Trust, no officer or Trustee of the Trust owned 5%
or more of the issued and outstanding shares of PGI as of the date of this
Statement of Additional Information, except Mr. Cogan who then owned
approximately 15% of such shares.
The Trust pays no salaries or compensation to any of its officers. The
Trust pays an annual trustees' fee of $100, and a payment of $1,000 plus
expenses per meeting attended, to each Trustee who is not affiliated with PMC,
PFD or PSC and pays an annual trustees' fee of $500 plus expenses to each
Trustee affiliated with PMC, PFD or PSC.
<TABLE>
<CAPTION>
Total Compensa-
tion from the
Pension or Trust and other
Aggregate Retirement funds in the
Compensation Benefits Pioneer Family
Director From the Trust Accrued of Mutual Funds**
<S> <C> <C> <C>
John F. Cogan, Jr. $ 500* $0 $11,750*
Richard H. Egdahl, M.D. 3,100 0 55,650
Margaret B.W. Graham 3,100 0 55,650
John W. Kendrick 3,100 0 55,650
Marguerite A. Piret 4,100 0 66,650
David D. Tripple 500* 0 9,000*
Stephen K. West 3,700 0 63,650
John Winthrop 3,700 0 63,650
----- --- -------
Totals $21,700 $0 $381,650
====== =======
<FN>
- --------
* PMC fully reimbursed the Trust and the other funds in the Pioneer Family of
Mutual Funds for compensation paid to Messrs. Cogan and Tripple.
** For the calendar year ended December 31, 1994.
</FN>
</TABLE>
Any such fees and expenses paid to affiliates or interested persons of
PMC, PFD or PSC are reimbursed to the Trust under its Management Contract. As of
the date of this Statement of Additional Information, the Trustees and officers
of the Trust owned beneficially in the aggregate less than 1% of the outstanding
shares of the Trust. As of such date, no person beneficially owned 5% or more of
the outstanding shares of the Trust.
<PAGE>
3. INVESTMENT ADVISER
The Trust has contracted with PMC, 60 State Street, Boston, Massachusetts,
to act as its investment adviser. The term of the contract is one year, but it
is renewable annually after such date by the vote of a majority of the Board of
Trustees of the Trust (including a majority of the Board of Trustees who are not
parties to the contract or interested persons of any such parties). The vote
must be cast in person at a meeting called for the purpose of voting on such
renewal. This contract terminates if assigned and may be terminated without
penalty by either party by vote of its Board of Directors or Trustees or a
majority of its outstanding voting securities and the giving of sixty days'
written notice. The management contract was approved by the shareholders of the
Trust at a meeting of shareholders held on December 6, 1993. As compensation for
its management services and expenses incurred, PMC is entitled to a management
fee at the rate of 0.60% per annum of the Trust's average daily net assets. The
fee is normally computed and accrued daily and paid monthly.
On an interim basis, PMC has voluntarily agreed not to impose a portion of
its management fee and to make other arrangements, if necessary, to limit
certain other expenses of the Trust to the extent required to reduce total
expenses to 1.00% of the average daily net assets attributable to the Class A
shares. The management fee attributable to the Class B shares will only be
imposed to the extent it is imposed for the Class A shares. See "Expense
Information" and "Management of the Trust" in the Prospectus. PMC's agreement to
reduce the management fee is voluntary and temporary and may be revised or
terminated by PMC at any time.
Pursuant to the expense limitation discussed above, during the fiscal years
ended December 31, 1994, 1993 and 1992, the Trust's management fees were reduced
by $155,511, $133,160 and $151,423, respectively, resulting in actual management
fees paid during these periods to PMC of $692,136, $587,361 and $264,136,
respectively. See the Notes to the Financial Statements in the December 31, 1994
Annual Report (incorporated herein by reference) for more information.
In an attempt to avoid any potential conflict with portfolio transactions
for the Fund, the Adviser and the Fund have adopted extensive restrictions on
personal securities trading by personnel of the Adviser and its affiliates.
These restrictions include: pre-clearance of all personal securities
transactions and a prohibition of purchasing initial public offerings of
securities. These restrictions are a continuation of the basic principle that
the interests of the Fund and its shareholders come before those of the Adviser
and its employees.
<PAGE>
4. PRINCIPAL UNDERWRITER
PFD, 60 State Street, Boston, Massachusetts, serves as the principal
underwriter for the Trust in connection with the continuous offering of the
shares of the Trust pursuant to an Underwriting Agreement dated July 10, 1990.
The Trustees who are not, and were not at the time they voted, interested
persons of the Trust, as defined in the 1940 Act, approved the Underwriting
Agreement. The Underwriting Agreement will continue from year to year if
annually approved by the Trustees. During the Trust's fiscal years ending
December 31, 1994, 1993 and 1992, net underwriting commissions retained by PFD
in connection with the offering of Trust shares were approximately $76,256,
$58,571 and $97,090, respectively. Commissions reallowed to dealers by PFD in
those periods were approximately $543,725, $504,896 and $845,975, respectively.
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. PFD
also pays certain expenses in connection with the distribution of the Trust's
shares, including the cost of preparing, printing and distributing advertising
or promotional materials, and the cost of printing and distributing prospectuses
and supplements to prospective shareholders. The Trust bears the cost of
registering its shares under federal and state securities law. The Trust and PFD
have agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. Under the Underwriting
Agreement, PFD will use its best efforts in rendering services to the Trust.
The Trust will not generally issue Trust shares for consideration other
than cash. At the Trust's sole discretion, however, it may issue Trust shares
for consideration other than cash in connection with a bona fide reorganization,
statutory merger or other acquisition of portfolio securities (other than
municipal debt securities issued by state political subdivisions or their
agencies or instrumentalities) provided (i) the securities meet the investment
objectives and policies of the Trust; (ii) the securities are acquired by the
Trust for investment and not for resale; (ii) the securities are not restricted
as to transfer either by law or liquidity of market; and (iv) the securities
have a value which is readily ascertainable (and not established only by
evaluation procedures) as evidenced by a listing on the American Stock exchange
or the New York Stock Exchange or by quotation under the NASDAQ National Market.
<PAGE>
An exchange of securities for Trust shares will generally be a taxable
transaction to the shareholder.
5. DISTRIBUTION PLANS
The Trust has adopted a plan of distribution pursuant to Rule 12b-1
promulgated by the SEC under the 1940 Act with respect to Class A shares (the
"Class A Plan") and a plan of distribution with respect to Class B shares (the
"Class B Plan") (together, the "Plans").
Class A Plan
Pursuant to the Class A Plan the Trust may reimburse PFD for its
expenditures in financing any activity primarily intended to result in the sale
of the Class A Plan shares. Certain categories of such expenditures have been
approved by the Board of Trustees and are set forth in the Prospectus. See
"Distribution Plans" in the Prospectus. The expenses of the Trust pursuant to
the Class A Plan are accrued daily at a rate which may not exceed the annual
rate of 0.25% of the Trust's average daily net assets attributable to Class A
shares. The Class A Plan became effective on October 15, 1990. The Class A Plan
does not provide for the carryover of reimbursable expenses beyond twelve months
from the time they are incurred.
Class B Plan
The Class B Plan provides that the Trust shall pay PFD, as the Trust's
distributor for its Class B shares, a daily distribution fee equal on an annual
basis to 0.75% of the Trust's average daily net assets attributable to Class B
shares and will pay PFD a service fee equal to 0.25% of the Trust's average
daily net assets attributable to Class B shares (which PFD will in turn pay to
securities dealers which enter into a sales agreement with PFD at a rate of up
to 0.25% of the Trust's average daily net assets attributable to Class B shares
owned by investors for whom that securities dealer is the holder or dealer of
record). This service fee is intended to be consideration for personal services
and/or account maintenance services rendered by the dealer with respect to Class
B shares. PFD will advance to dealers the first-year service fee at a rate equal
to 0.25% of the amount invested. As compensation therefor, PFD may retain the
service fee paid by the Trust 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
<PAGE>
service fees payable under the Class B Plan for which there is no dealer of
record or for which qualification standards have not been met as partial
consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.
The purpose of distribution payments to PFD under the Class B Plan is to
compensate PFD for its distribution services to the Trust. PFD pays commissions
to dealers as well as expenses of printing prospectuses and reports used for
sales purposes, expenses with respect to the preparation and printing of sales
literature and other distribution related expenses, including, without
limitation, the cost necessary to provide distribution-related services or
personnel, travel, office expenses and equipment. The Class B Plan also provides
that PFD will receive all CDSCs attributable to Class B shares. (See
"Distribution Plans" in the Prospectus.)
General
In accordance with the terms of the Plans, PFD provides to the Trust for
review by the Trustees a quarterly written report of the amounts expended under
the respective Plan and the purpose for which such expenditures were made. In
the Trustees' quarterly review of the Plans, they will consider the continued
appropriateness and the level of reimbursement or compensation the Plans
provide.
No interested person of the Trust, nor any Trustee of the Trust who is not
an interested person of the Trust, 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 Trust and except to the
extent certain officers may have an interest in PFD's ultimate parent, PGI.
The Plans were adopted by a majority vote of the Board of Trustees,
including all of the Trustees who are not, and were not at the time they voted,
interested persons of the Trust, as defined in the 1940 Act (none of whom has or
have any direct or indirect financial interest in the operation of the Plans)
(the "Qualified Trustees"), cast in person at a meeting called for the purpose
of voting on the Plans. In approving the Plans, the Trustees identified and
considered a number of potential benefits which the Plans may provide. The Board
of Trustees believes that there is a reasonable likelihood that the Plans will
benefit the Trust 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
<PAGE>
of average net assets which may be spent for the services described therein
without approval of the shareholders of the Trust 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 Trust and have no direct or indirect financial interest in the operations
of the Plan, or by a vote of a majority of the outstanding voting securities of
the respective Class of the Trust (as defined in the 1940 Act). A Plan will
automatically terminate in the event of its assignment (as defined in the 1940
Act). In the Trustees' quarterly review of the Plans, they will consider the
Plans' continued appropriateness and the level of compensation they provide.
During the fiscal year ended December 31, 1994, the Trust incurred
distribution fees of $344,155 pursuant to the Class A Plan and $7,649 pursuant
to the Class B Plan. The distribution fees were paid by the Trust to PFD in
reimbursement of expenses related to servicing of shareholder accounts and to
compensating dealers' sales personnel.
6. SHAREHOLDER SERVICING/TRANSFER AGENT
The Trust has contracted with PSC, 60 State Street, Boston, Massachusetts,
to act as shareholder servicing and transfer agent for the Trust. This contract
terminates if assigned and may be terminated without penalty by either party by
vote of its Board of Directors or Trustees or a majority of its outstanding
voting securities and the giving of ninety days' written notice.
Under the terms of its contract with the Trust, PSC services shareholder
accounts, and its duties include: (i) processing sales, redemptions and
exchanges of shares of the Trust; (ii) distributing dividends and capital gains
associated with Trust portfolio accounts; and (iii) maintaining account records
and responding to shareholder inquiries.
PSC receives an annual fee of $28.00 per Class A and Class B shareholder
account from the Trust as compensation for the services described above. This
fee is set at an amount determined by vote of a majority of the Trustees
(including a majority of the Trustees who are not parties to the contract with
PSC or interested persons of any such parties) to be comparable to fees for such
services being paid by other investment companies.
<PAGE>
7. CUSTODIAN
Brown Brothers Harriman & Co. (the "Custodian") is the custodian of the
Trust's assets. The Custodian's responsibilities include safekeeping and
controlling the Trust's cash and securities, handling the receipt and delivery
of securities and collecting interest and dividends on the Trust's investments.
The Custodian does not determine the investment policies of the Trust or decide
which securities the Trust will buy or sell. The Trust 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.
8. INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP are the Trust's independent public accountants,
providing audit services, tax return review, and assistance and consultation
with respect to the preparation of filings with the SEC.
9. PORTFOLIO TRANSACTIONS
The Trust intends to fully manage its portfolio by buying and selling
securities, as well as holding securities to maturity. In managing its
portfolio, the Trust 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 Trust engages in portfolio trading if it believes a transaction net of
costs (including taxes and custodian charges) will help in achieving the Trust's
investment objective.
<PAGE>
Decisions relating to the purchase and sale of securities for the Trust,
the allocation of portfolio transactions and, where applicable, the negotiation
of commission rates are made by officers of PMC.
The primary consideration in placing portfolio security transactions is
execution at the most favorable prices. PMC has complete freedom as to the
markets in and broker-dealers through which it seeks this result. Debt
securities are traded principally in the over-the-counter market on a net basis
through dealers acting for their own account and not as brokers. The cost of
securities purchased from underwriters includes an underwriter's commission or
concession, and the prices at which securities are purchased and sold from and
to dealers include a dealer's markup or markdown. PMC attempts to negotiate with
underwriters to decrease the commission or concession for the benefit of the
Trust. 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 furnish statistical research and other information
or services to PMC and the Trust, or who sell shares of the Trust. Brokerage and
research services may include advice concerning the value of securities; the
advisability of investing in, purchasing or selling securities; the availability
of securities or the purchasers or sellers of securities; and furnishing
analyses, manuals and reports concerning issuers, securities, economic factors
and trends, portfolio strategy, performance of accounts, comparative fund
statistics and credit rating service information. PMC maintains a listing of
dealers who provide such services on a regular basis. Management believes that
no exact dollar value can be calculated for such services.
The Trustees periodically review PMC's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
Trust.
10. TAX STATUS
It is the Trust's policy to meet the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a
regulated investment company. These requirements relate to the sources of its
income, diversification of its assets and distribution of its income to
shareholders. If the Trust meets all such requirements and distributes to its
shareholders at least annually all investment company taxable income and net
capital gain, if any, which it receives, the Trust will be relieved of the
necessity of paying federal income tax.
<PAGE>
Because the Trust's income is not expected to arise from dividends, no part
of its distributions to its corporate shareholders will qualify for the
dividends-received deduction for corporations.
Any dividend declared by the Trust 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.
Since, at the time of an investor's purchase of Trust shares, a portion of
the per share net asset value by which the purchase price is determined may be
represented by realized or unrealized appreciation in the Trust's portfolio or
undistributed taxable income of the Trust, subsequent distributions (or portions
thereof) on such shares may be taxable to such investor even if the net asset
value of his shares is, as a result of the distributions, reduced below his cost
for such shares and the distributions (or portions thereof) in reality represent
a return of a portion of his investment.
Any loss realized by a shareholder upon the redemption of shares with a tax
holding period at the time of redemption 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.
In addition, if Class A shares redeemed or exchanged have been held for
less than 91 days, (1) in the case of a reinvestment pursuant to the
reinvestment privilege, the sales charge paid on such shares is not included in
their tax basis under the Code, and (2) in the case of an exchange, all or a
portion of the sales charge paid on such shares in not included in their tax
basis under the Code, to the extent a sales charge that would otherwise apply to
the shares received is reduced pursuant to the exchange privilege. In either
case, the portion of the sales charge not included in the tax basis of the share
redeemed or surrendered in an exchange is included in the tax basis of the
shares acquired in the reinvestment or exchange. Losses on ceratin redemptions
may be disallowed under "wash sale" rules in the event of other investments in
the Trust within 30 days before or after a redemption or other sale of shares.
For federal income tax purposes, the Trust is permitted to carry forward a
net realized capital loss in any year to offset realized capital gains, if any,
during the eight years following the year of the loss. To the extent subsequent
<PAGE>
net realized capital gains are offset by such losses, they would not result in
federal income tax liability to the Trust and are not expected to be distributed
as such to shareholders.
Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions, and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans.
Shareholders should consult their tax advisers for more information.
The Trust is not subject to Massachusetts corporate excise or franchise
taxes and, provided that it qualifies as a regulated investment company under
the Code, will not be required to pay any Massachusetts income tax.
Federal law requires that the Trust withhold (as "backup withholding") 31%
of reportable payments, including dividends, capital gain dividends, and
proceeds of redemptions (including exchanges) and repurchases to shareholders
who have not complied with IRS regulations. In order to avoid this withholding
requirement, shareholders must certify on their Applications, or on separate W-9
Forms, that their Social Security or other Taxpayer Identification Number is
correct and that they are not currently subject to backup withholding, or that
they are exempt from backup withholding. The Trust 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.
It is possible that some states will exempt from income tax that portion of
a dividend of the Trust that represents interest received by the Trust from U.S.
Government securities. Therefore, the Trust will report annually to its
shareholders the percentage of interest income received from U.S. Government
securities during the preceding year indicating the source of such income. Each
shareholder is advised to consult his own tax adviser regarding the exemption,
if any, of such interest income under applicable law.
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. The description does not address the special tax rules
applicable to certain classes of investors, such as banks, insurance companies
or tax-exempt entities. Investors other than U.S. persons may be subject to
different U.S. tax treatment, including a possible 30% U.S. withholding tax (or
<PAGE>
withholding tax at a lower treaty rate) on dividends treated as ordinary income.
Shareholders should consult their own tax advisers on these matters and on
state, local and other applicable tax laws.
11. DESCRIPTION OF SHARES
The Trust's 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 only one series.
The Trustees may, however, 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 two classes of shares of the Trust,
Class A shares and Class B shares. Each share of a class of the Trust represents
an equal proportionate interest in the assets of the Trust allocable to that
class. Upon liquidation of the Trust, shareholders of each class of the Trust
are entitled to share pro rata in the Trust'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. Prior to
July 1, 1994, the Trust was named Pioneer U.S. Government Trust.
Shareholders are entitled to one vote for each share held and may vote in
the election of Trustees and on other matters submitted to meetings of
shareholders. Although Trustees are not elected annually by the shareholders,
shareholders have, under certain circumstances, the right to remove one or more
Trustees. No amendment adversely affecting the 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 non-assessable by the Trust, except as stated below. See
"Certain Liabilities."
12. CERTAIN LIABILITIES
As a Massachusetts business trust, the Trust's operations are governed by
its Amended and Restated Declaration of Trust dated December 7, 1993, a copy of
which is on file with the office of the Secretary of The Commonwealth of
Massachusetts. Theoretically, shareholders of a Massachusetts business trust
may, under certain circumstances, be held personally liable for the obligations
of the trust. However, the Declaration of Trust contains an express disclaimer
<PAGE>
of shareholder liability for acts or obligations of the Trust or any series of
the Trust and provides that notice of such disclaimer may be given in each
agreement, obligation or instrument entered into or executed by the Trust or its
Trustees. Moreover, the Declaration of Trust 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. The Declaration of Trust
also 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 shareholder incurring
financial loss beyond his or her investment because of shareholder liability
would be limited to circumstances in which the Trust itself will be unable to
meet its obligations. In light of the nature of the Trust's business and the
nature and amount of its assets, the possibility of the Trust's liabilities
exceeding its assets, and therefore a shareholder's risk of personal liability,
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. LETTER OF INTENTION
Purchases of $100,000 or more of Class A shares (excluding any
reinvestments of dividends and capital gains distributions) made within a
13-month period pursuant to a Letter of Intention provided by PFD will qualify
for a reduced sales charge. Such reduced sales charge will be the charge that
would be applicable to the purchase of all Class A shares purchased during such
13-month period pursuant to a Letter of Intention had such shares been purchased
all at once. See "How to Buy Trust Shares" in the Prospectus. For example, a
person who signs a Letter of Intention providing for a total investment in Trust
Class A shares of $100,000 over a 13-month period would be charged at the 3.5%
sales charge rate with respect to all purchases during that period. Should the
amount actually purchased during the 13-month period be more or less than that
indicated in the Letter, an adjustment in the sales charge will be made. A
purchase not made pursuant to a Letter of Intention may be included thereafter
if the Letter is filed within 90 days of such purchase. Any shareholder may also
obtain the reduced sales charge by including the value (at current offering
<PAGE>
price) of all his shares in the Trust and other Pioneer mutual funds except
directly purchased Class A shares of Pioneer Money Market Trust, held of record
as of the date of this Letter of Intention as a credit toward determining the
applicable scale of sales charge for the Class A shares to be purchased under
the Letter of Intention.
The Letter of Intention authorizes PSC to escrow shares having a purchase
price equal to 5% of the stated investment in the Letter of Intention. A Letter
of Intention is not a binding obligation upon the investor to purchase, or the
Trust to sell, the full amount indicated and the investor should read the
provisions thereof carefully before signing.
14. SYSTEMATIC WITHDRAWAL PLAN
The Systematic Withdrawal Plan ("SWP") is designed to provide a convenient
method of receiving fixed payments at regular intervals from shares of the Trust
deposited by the applicant under this SWP. Withdrawals from Class B share
accounts are limited to 10% of the value of the account at the time the plan is
implemented (see the Prospectus). You must deposit or purchase for deposit with
PSC shares of the Trust having a total value of not less than $10,000. Periodic
payments of $50 or more will be deposited monthly or quarterly directly into a
bank account designated by you, or will be sent by check to you, or any person
designated by you. A designation of a third party to receive checks requires an
acceptable 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 Class A shares
deposited under the SWP in a SWP account. Such redemptions are taxable
transactions. To the extent that such redemptions for periodic withdrawals
exceed dividend income reinvested in the SWP account, such redemptions will
reduce and may ultimately exhaust the number of shares deposited in the SWP
account. In addition, the amounts received by a shareholder cannot be considered
as an actual yield or income on his or her investment because part of such
payments may be a return of his or her capital.
The SWP may be terminated at any time (1) by written notice to PSC or from
PSC to the shareholder; (2) upon receipt by PSC of appropriate evidence of the
shareholder's death; or (3) when all shares under the SWP have been redeemed.
<PAGE>
15. DETERMINATION OF NET ASSET VALUE
The net asset value per share of each Class of the Trust is determined as
of the close of regular trading on the New York Stock Exchange (the "Exchange")
(normally 4:00 p.m., Eastern Time) on each day on which the Exchange is open for
business. 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, 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 Trust 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 Trust is not required to determine its net asset
value per share on any day in which no purchase orders for the shares of the
Trust become effective and no shares are tendered for redemption.
The net asset value per share of each class of the Trust is computed by
taking the amount of the value of all the Trust's assets attributable to a
class, less the Trust's liabilities attributable to a class, and dividing it by
the number of outstanding shares of that class. For purposes of determining net
asset value, expenses of the classes of the Trust are accrued daily and taken
into account.
16. INVESTMENT RESULTS
The Trust's yield quotations and average annual total return quotations for
each class of its shares as that information may appear in the Prospectus, this
Statement of Additional Information or in advertising are calculated by standard
methods prescribed by the Securities and Exchange Commission.
Standardized Yield Quotations
Yield quotations for Class A and Class B shares are computed by dividing
the net investment income per share attributable to a class during a base period
of 30 days, or one month, by the maximum offering price per share of that class
of the Trust on the last day of such base period in accordance with the
following formula:
<PAGE>
a-b
YIELD = 2[ ( ----- +1)6-1]
cd
Where: a = interest earned during the period
b = net expenses accrued for the period
c = the average daily number of shares
outstanding during the period that
were entitled to receive dividends
d = the maximum offering price per share
on the last day of the period
For purposes of calculating interest earned on debt obligations as provided in
item "a" above:
(i) The yield to maturity of each obligation held by the Trust is computed
based on the market value of the obligation (including actual accrued interest,
if any) at the close of business each day during the 30-day base period, or,
with respect to obligations purchased during the month, the purchase price (plus
actual accrued interest, if any) on settlement date, and with respect to
obligations sold during the month the sale price (plus actual accrued interest,
if any) between the trade and settlement dates.
(ii) The yield to maturity of each obligation is then divided by 360 and
the resulting quotient is multiplied by the market value of the obligation
(including actual accrued interest, if any) to determine the interest income on
the obligation for each day. The yield to maturity calculation has been made on
each obligation during the 30 day base period.
(iii) Interest earned on all debt obligations during the 30-day or one
month period is then totaled.
(iv) The maturity of an obligation with a call provision(s) is the next
call date on which the obligation reasonably may be expected to be called or, if
none, the maturity date.
With respect to the treatment of discount and premium on mortgage or other
receivables-backed obligations which are expected to be subject to monthly
payments of principal and interest ("pay downs"), the Trust accounts for gain or
loss attributable to actual monthly pay downs as an increase or decrease to
interest income during the period. In addition, the Trust may elect (i) to
amortize the discount or premium remaining on a security, based on the cost of
<PAGE>
the security, to the weighted average maturity date, if such information is
available, or to the remaining term of the security, if the weighted average
maturity date is not available, or (ii) not to amortize the discount or premium
remaining on a security.
The Trust's yield for the 30 days ended December 31, 1994, determined in
accordance with the formula above for Class A shares was 6.75% and 6.34% for
Class B shares, except that absent expense limitations, the Trust's yield would
have been 6.69% for Class A shares and 6.28% for Class B shares.
Standardized Average Annual Total Return Quotations
One of the primary methods used to measure the performance of a class of
the Trust is "total return." "Total return" will normally represent the
percentage change in value of an account, or of a hypothetical investment in a
class of the Trust, over any period up to the lifetime of that class of the
Trust. Total return calculations will usually assume the reinvestment of all
dividends and capital gains distributions and will be expressed as a percentage
increase or decrease from an initial value, for the entire period or for one or
more specified periods within the entire period. Total return percentages for
periods of less than one year will usually be annualized; total return
percentages for periods longer than one year will usually be accompanied by
total return percentages for each year within the period and/or by the average
annual compounded total return for the period. The income and capital components
of a given return may be separated and portrayed in a variety of ways in order
to illustrate their relative significance. Performance may also be portrayed in
terms of cash or investment values, without percentages. Past performance cannot
guarantee any particular future result.
Average annual total return quotations for Class A and Class B shares are
computed by finding the average annual compounded rates of return that would
cause a hypothetical investment in that class made on the first day of a
designated period (assuming all dividends and distributions are reinvested) to
equal the ending redeemable value of such hypothetical investment on the last
day of the designated period in accordance with the following formula:
P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1000, less
the maximum sales load of $45 for Class A shares
or the deduction of the CDSC for Class B shares
at the end of the period.
T = average annual total return
<PAGE>
n = number of years
ERV = ending redeemable value of the hypothetical $1000
initial payment made at the beginning of the
designated period (or fractional portion thereof)
For purposes of the above computation, it is assumed that all dividends and
distributions made by the Trust are reinvested at net asset value during the
designated period. The average annual total return quotation is determined to
the nearest 1/100 of 1%.
In determining the average annual total return (calculated as provided
above), recurring fees, if any, that are charged to all shareholder accounts of
a particular class are taken into consideration. For any account fees that vary
with the size of the account, the account fee used for purposes of the above
computation is assumed to be the fee that would be charged to the class' mean
account size.
The average annual total return of the Trust for Class A shares for the
one- and five-year periods ended December 31, 1994 and for the period from
inception (May 31, 1988) through December 31, 1994 were -8.26%, 5.46% and 6.45%,
respectively. The total return of the Trust for Class B shares for the period
from April 29, 1994 through December 31, 1994 was -4.39%. Absent expense
limitations in effect during these two periods, the average annual total return
of the Trust would have been lower than the returns quoted above.
Other Quotations, Comparisons, and General Information
From time to time, in advertisements, in sales literature, or in reports to
shareholders, the past performance of the Trust may be illustrated and/or
compared with that of other mutual funds with similar investment objectives, and
to other relevant indices. For example, yield of the Trust's classes may be
compared to the Shearson Lehman Hutton Government Index, U.S Government bond
rates, or other comparable indices or investment vehicles.
In addition, the performance of the classes of the Trust may be compared to
alternative investment or savings vehicles and/or to indexes or indicators of
economic activity, e.g., inflation or interest rates. Performance rankings and
listings reported in newspapers or national business and financial publications,
such as Barron's, Business Week, Consumer's Digest, Consumer Reports, Financial
World, Forbes, Fortune, Investors Business Daily, Kiplinger's Personal Finance
Magazine, Money Magazine, the New York Times, Smart Money, USA Today, U.S. News
and World Report, The Wall Street Journal and Worth may also be cited (if the
<PAGE>
Trust is listed in any such publication) or used for comparison, as well as
performance listings and rankings from various other sources including Bloomberg
Financial Systems, CDA/Wiesenberger Investment Companies Service, Donoghue's
Mutual Fund Almanac, Investment Company Data, Inc., Johnson's Charts, Kanon
Bloch Carre & Co., Micropal, Inc., Morningstar, Inc., Schabacker Investment
Management and Towers Data Systems.
In addition, from time to time, quotations from articles from financial
publications, such as those listed above, may be used in advertisements, in
sales literature or in reports to shareholders of the Trust.
The Trust may also present, from time to time, historical information
depicting the value of a hypothetical account in one or more classes of the
Trust since the Trust's inception.
In presenting investment results, the Trust may also include references to
certain financial planning concepts, including (a) an investor's need to
evaluate his financial assets and obligations to determine how much to invest;
(b) his need to analyze the objectives of various investments to determine where
to invest; and (c) his need to analyze his time frame for future capital needs
to determine how long to invest. The investor controls these three factors, all
of which affect the use of investments in building assets.
Automated Information Line (FactFone)
FactFone, Pioneer's 24-hour automated information line, allows shareholders
to dial toll-free 1-800-225-4321 and hear recorded fund information, including:
o net asset value prices for all Pioneer mutual funds;
o annualized 30-day yields on Pioneer's bond funds;
o annualized 7-day yields and 7-day effective (compound) yields for
Pioneer's money market funds; and
o dividends and capital gains distributions on all Pioneer mutual funds.
Yields are calculated in accordance with Securities and Exchange Commission
mandated standard formulas.
In addition, by using a personal identification number (PIN), shareholders
may access their account balance and last three transactions and may order a
duplicate statement.
<PAGE>
All performance numbers communicated through FactFone represent past
performance, and figures for all quoted bond funds include the applicable
maximum sales charge. A shareholder's actual yield and total return will vary
with changing market conditions. The value of Class A and Class B shares (except
for Pioneer money market funds, which seek a stable $1.00 share price) will also
vary and may be worth more or less at redemption than their original cost.
<PAGE>
APPENDIX A
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, most respected and successful
money managers in the United States.
As of December 31, 1994, PMC employed a professional investment staff of
46, with a combined average of 14 years' experience in the financial services
industry.
At December 31, 1994, there were 591,192 non-retirement shareholder
accounts and 337,577 retirement shareholder accounts in Pioneer's funds. Total
assets for all Pioneer Funds at December 31, 1994 were $10,038,000,000
representing a total of 928,769 shareholder accounts.
A-1
<PAGE>
<TABLE>
<CAPTION>
Pioneer America Income Trust
Date Initial Investment Offering Price Sales Charge Shares Purchased Net Asset Value Initial Net Asset
Included Per Share Value
<S> <C> <C> <C> <C> <C> <C>
6/1/88 $10,000 $10.47 4.50% 955.11 $10.00 $9,551
</TABLE>
Dividends and Capital Gains Reinvested
<TABLE>
<CAPTION>
Value of Shares
Date From From Cap. Gains From Dividends Total Value
Investment Reinvested Reinvested
<S> <C> <C> <C> <C>
12/31/88 $9,418 $0 $492 $9,910
12/31/89 $9,589 $0 $1,460 $11,049
12/31/90 $9,580 $0 $2,463 $12,043
12/31/91 $9,885 $0 $3,620 $13,505
12/31/92 $9,809 $0 $4,597 $14,406
12/31/93 $10,010 $52 $5,652 $15,714
12/31/94 $8,987 $47 $6,055 $15,089
</TABLE>
<PAGE>
INDEX DESCRIPTIONS
LONG-TERM MUNICIPAL BOND PORTFOLIO *
For the 1926 to 1984 period, returns are calculated form yields on 20-year prime
issues from Solomon Brothers' Analytical Record of Yields and Yields Spreads,
assuming coupon equals previous year-end yield and a 20-year maturity. For 1985
to the present, returns are calculated using Moody's Bond Record, using the
December average municipal yield as the beginning-of-following year coupon
(average of Aaa, Aa, A, Baa grades).
LONG-TERM CORPORATE BONDS *
For 1969 through 1991, corporate bond total returns are represented by the
Salomon Brothers Long-Term High-Grade Corporate Bond Index. Since most large
corporate bond transactions take place over the counter, a major dealer is the
natural source of these data. The index includes nearly all Aaa- and Aa-rated
bonds. If a bond is downgraded during a particular month, its return for the
month is included in the index before removing the bond from future portfolios.
For 1926 through 1968, total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946 through 1968,
Ibbotson and Sinquefield backdated the Salomon Brothers' index, using Salomon
Brothers' monthly yield data with a methodology similar to that used by Salomon
for 1969-1991. Capital appreciation returns were calculated from yields assuming
(at the beginning of each monthly holding period) a 20-year maturity, a bond
price equal to par, and a coupon equal to the beginning-of-period yield. For the
period 1926-1945, the Standard and Poor's monthly High-Grade Corporate Composite
yield data were used, assuming a 4 percent coupon and a 20-year maturity. The
conventional present-value formula for bond price for the beginning and
end-of-month prices was used. (This formula is presented in Ross, Stephen A.,
and Randolph W. Westerfield, Corporate Finance, Times Mirror/ Mosby, St. Louis,
1990, p. 97 ["Level-Coupon Bonds"].) The monthly income return was assumed to be
one-twelfth the coupon.
LONG-TERM GOVERNMENT BOND TOTAL RETURN *
The total returns on long-term government bonds from 1977 to 1991 are
constructed with data from The Wall Street Journal. Over 1926-1976, data are
obtained from the Government Bond File at the Center for Research in Security
Prices (CRSP), Graduate School of Business, University of Chicago. Each year, a
one-bond portfolio with a term of approximately 20 years and a reasonably
current coupon was used, and whose returns did not reflect potential tax
benefits, impaired negotiability, or special redemption or call privileges.
Where callable bonds had to be used, the term of the bond was assumed to be a
simple average of the maturity and first call dates minus the current date. The
bond was "held" for the calendar year and returns were computed. Total returns
for 1977-1991 are calculated as the change in the flat price or and-interest
price.
INTERMEDIATE-TERM GOVERNMENT BONDS TOTAL RETURN *
Total returns of the intermediate-term government bonds for 1977-1991 are
calculated from The Wall Street Journal prices, using the change in flat price.
Returns for 1934 through 1986 are obtained from the CRSP Government Bond File.
<PAGE>
INDEX DESCRIPTIONS
Each year, one-bond portfolios are formed, the bond chosen is the shortest
noncallable bond with a maturity not less than 5 years, and this bond is "held"
for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) For the period from 1934 through
1942, almost all bonds with maturities near 5 years were partially or full
tax-exempt and were selected using the rules described above. Personal tax rates
were generally low in that period, so that yields on tax-exempt bonds were
similar to yields on taxable bonds. Between 1926 and 1933, there are few bonds
suitable for construction of a series with a 5-year maturity. For this period,
five year bond yield estimates are used.
U.S. (30 DAY) TREASURY BILL TOTAL RETURNS *
For the U.S. Treasury bill index, data from The Wall Street Journal are used for
1977-1991; the CRSP U.S. Government Bond File is the source of data through
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.
BANK SAVINGS ACCOUNT **
Data sources include the U.S. League of Savings Institutions Sourcebook; average
annual yield on savings deposits in FSLIC [FDIC] insured savings institutions
for the years 1963-1987 and The Wall Street Journal for the years 1988-1994.
6 MONTH CD **
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.
Sources: * Ibbotson Associates
** Towers Data Systems
<PAGE>
<TABLE>
<CAPTION>
COMPARATIVE PERFORMANCE STATISTICS
Municipal U.S. Long Term U.S. Long Term U.S. Interm. U.S.(30Day) Bank Savings
Long term Corporate Bds Govt Bonds Govt Bonds Treasury Bill Account 6 Month CD
%TR * %Total Return * %Total Return * %Total Return * %Total Return * %Total Return ** %Total Return **
<S> <C> <C> <C> <C> <C> <C> <C>
Dec 1928 0.55 2.84 0.10 0.92 3.56 N/A N/A
Dec 1929 3.22 3.27 3.42 6.01 4.75 N/A N/A
Dec 1930 6.52 7.98 4.66 6.72 2.41 5.30 N/A
Dec 1931 -3.53 -1.85 -5.31 -2.32 1.07 5.10 N/A
Dec 1932 8.19 10.82 16.84 8.81 0.96 4.10 N/A
Dec 1933 -2.17 10.38 -0.07 1.83 0.30 3.40 N/A
Dec 1934 21.66 13.84 10.03 9.00 0.16 3.50 N/A
Dec 1935 9.18 9.61 4.98 7.01 0.17 3.10 N/A
Dec 1936 -15.13 6.74 7.52 3.06 0.18 3.20 N/A
Dec 1937 28.38 2.75 0.23 1.56 0.31 3.50 N/A
Dec 1938 9.24 6.13 5.53 6.23 -0.02 3.50 N/A
Dec 1939 5.70 3.97 5.94 4.52 0.02 3.40 N/A
Dec 1940 10.52 3.39 6.09 2.96 0.00 3.30 N/A
Dec 1941 -0.80 2.73 0.93 0.50 0.06 3.10 N/A
Dec 1942 2.09 2.60 3.22 1.94 0.27 3.00 N/A
Dec 1943 6.51 2.83 2.08 2.81 0.35 2.90 N/A
Dec 1944 4.15 4.73 2.81 1.80 0.33 2.80 N/A
Dec 1945 5.76 4.08 10.73 2.22 0.33 2.50 N/A
Dec 1946 -3.77 1.72 -0.10 1.00 0.35 2.20 N/A
Dec 1947 -4.04 -2.34 -2.62 0.91 0.50 2.30 N/A
Dec 1948 3.79 4.14 3.40 1.85 0.81 2.30 N/A
Dec 1949 14.39 3.31 6.45 2.32 1.10 2.40 N/A
Dec 1950 4.15 2.12 0.06 0.70 1.20 2.50 N/A
Dec 1951 -3.65 -2.69 -3.93 0.36 1.49 2.60 N/A
Dec 1952 -3.21 3.52 1.16 1.63 1.66 2.70 N/A
Dec 1953 0.38 3.41 3.64 3.23 1.82 2.80 N/A
Dec 1954 3.74 5.39 7.19 2.68 0.86 2.90 N/A
Dec 1955 -1.21 0.48 -1.29 -0.65 1.57 2.90 N/A
Dec 1956 -7.61 -6.81 -5.59 -0.42 2.46 3.00 N/A
Dec 1957 5.92 8.71 7.46 7.84 3.14 3.30 N/A
Dec 1958 -2.56 -2.22 -6.09 -1.29 1.54 3.38 N/A
Dec 1959 -3.43 -0.97 -2.26 -0.39 2.95 3.53 N/A
Dec 1960 8.61 9.07 13.78 11.76 2.66 3.86 N/A
Dec 1961 2.37 4.82 0.97 1.85 2.13 3.90 N/A
Dec 1962 7.68 7.95 6.89 5.56 2.73 4.08 N/A
Dec 1963 -0.84 2.19 1.21 1.64 3.12 4.17 N/A
Dec 1964 4.59 4.77 3.51 4.04 3.54 4.19 4.18
Dec 1965 -2.74 -0.46 0.71 1.02 3.93 4.23 4.68
Dec 1966 0.58 0.20 3.65 4.69 4.76 4.45 5.75
Dec 1967 -4.41 -4.95 -9.18 1.01 4.21 4.67 5.48
<PAGE>
COMPARATIVE PERFORMANCE STATISTICS
Municipal U.S. Long Term U.S. Long Term U.S. Interm. U.S.(30Day) Bank Savings
Long term Corporate Bds Govt Bonds Govt Bonds Treasury Bill Account 6 Month CD
%TR * %Total Return * %Total Return * %Total Return * %Total Return * %Total Return ** %Total Return **
<S> <C> <C> <C> <C> <C> <C> <C>
Dec 1968 -0.96 2.57 -0.26 4.54 5.21 4.68 6.44
Dec 1969 -15.39 -8.09 -5.07 -0.74 6.58 4.80 8.71
Dec 1970 21.10 18.37 12.11 16.86 6.52 5.14 7.06
Dec 1971 12.26 11.01 13.23 8.72 4.39 5.30 5.36
Dec 1972 1.51 7.26 5.69 5.16 3.84 5.37 5.38
Dec 1973 4.27 1.14 -1.11 4.61 6.93 5.51 8.60
Dec 1974 -10.66 -3.06 4.35 5.69 8.00 5.96 10.20
Dec 1975 11.55 14.64 9.20 7.83 5.80 6.21 6.51
Dec 1976 15.79 18.65 16.75 12.87 5.08 6.23 5.22
Dec 1977 3.87 1.71 -0.69 1.41 5.12 6.39 6.12
Dec 1978 -3.98 -0.07 -1.18 3.49 7.18 6.56 10.21
Dec 1979 1.02 -4.18 -1.23 4.09 10.38 7.29 11.90
Dec 1980 -17.57 -2.76 -3.95 3.91 11.24 8.78 12.33
Dec 1981 -15.52 -1.24 1.86 9.45 14.71 10.71 15.50
Dec 1982 47.94 42.56 40.36 29.10 10.54 11.19 12.18
Dec 1983 3.34 6.26 0.65 7.41 8.80 9.71 9.65
Dec 1984 8.41 16.86 15.48 14.02 9.85 9.92 10.65
Dec 1985 24.03 30.09 30.97 20.33 7.72 9.02 7.82
Dec 1986 27.31 19.85 24.53 15.14 6.16 7.84 6.30
Dec 1987 -5.06 -0.27 -2.71 2.90 5.47 6.92 6.58
Dec 1988 11.47 10.70 9.67 6.10 6.35 7.20 8.15
Dec 1989 14.64 16.23 18.11 13.29 8.37 7.91 8.27
Dec 1990 6.54 6.78 6.18 9.73 7.81 7.8 7.85
Dec 1991 11.18 19.89 19.30 15.46 5.60 4.61 4.95
Dec 1992 10.80 9.39 8.05 7.19 3.51 2.89 3.27
Dec 1993 14.16 13.19 18.24 11.24 2.90 2.73 2.88
Dec 1994 -8.63 -5.76 -7.77 -5.14 3.90 4.96 5.4
</TABLE>
* Source: Ibbotson Associates
** Source: Towers Data Systems
<PAGE>
<PAGE>
PIONEER AMERICA INCOME TRUST
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
The financial statements of the Registrant are
incorporated by reference from the 1994 Annual Report to
Shareholders which is attached to and incorporated by
reference into Part B, the Statement of Additional
Information.
(b) Exhibits:
1. Amended and Restated Declaration of Trust,
dated December 7, 1993.*/_
1.2 Establishment and Designation of Classes._
2. By-Laws.*
3. None.
4. None.
5. Management Contract with Pioneering
Management Corporation, dated
January 1, 1994.*/_
6.1 Underwriting Agreement with Pioneer Funds
Distributor, Inc.*
6.2 Form of Dealer Sales Agreement.*/_
7. None.
8. Custodian Agreement with Brown
Brothers Harriman & Co.*/_
<PAGE>
9. Investment Company Service Agreement with
Pioneering Services Corporation.*
10. Opinion and Consent of Counsel.*
11. Consent of Independent Public Accountants._
12. None.
13. Stock Purchase Agreement.*
14. None.
15.1 Class A Shares Distribution Plan.*/_
15.2 Class B Shares Distribution Plan.*/_
16. Description of Average Annual Total Return
and Yield Calculation.*/_
17. Financial Data Schedule._
18. None.
19. Powers of Attorney.*/_
- -------------------------------------
_ Filed herewith.
* Previously filed. Incorporated by reference from the exhibits filed with the
Registration Statement, as amended, of the Registrant (File Nos. 2-20795;
811-5516).
Item 25. Persons Controlled By or Under
Common Control With Registrant
The Pioneer Group, Inc., a Delaware corporation ("PGI"), owns 100%
of the outstanding capital stock of Pioneering Management Corporation, a
Delaware corporation ("PMC"), Pioneering Services Corporation ("PSC"), Pioneer
Capital Corporation ("PCC"), Pioneer Fonds Marketing GmbH ("GmbH"), Pioneer SBIC
Corp. ("SBIC"), Pioneer Associates, Inc., Pioneer International Corporation,
Pioneer Plans Corporation ("PPC"), Pioneer Goldfields Limited ("PGL"), and
<PAGE>
Pioneer Investments Corporation ("PIC"), all Massachusetts corporations. PMC
owns 100% of the outstanding capital stock of Pioneer Funds Distributor, Inc., a
Massachusetts Corporation ("PFD"). PGI also owns 100% of the outstanding capital
stock of Pioneer Metals and Technology, Inc. ("PMT"), a Delaware corporation,
and Pioneer First Polish Trust Fund Joint Stock Company ("First Polish"), a
Polish corporation. PGI owns 90% of the outstanding shares of Teberebie
Goldfields Limited ("TGL"). Pioneer Winthrop Advisers ("PWA"), a Massachusetts
general partnership, is a joint venture between PGI and Winthrop Financial
Associates, a Limited Partnership, a Delaware limited partnership. Pioneer Fund,
Pioneer II, Pioneer Three, Pioneer Bond Fund, Pioneer Intermediate Tax-Free
Fund, Pioneer Growth Trust, Pioneer Europe Fund, Pioneer International Growth
Fund, Pioneer Short-Term Income Trust, Pioneer Tax-Free State Series Trust, and
the Registrant (each of the foregoing, Massachusetts business trust), and
Pioneer Interest Shares, Inc. (a Nebraska corporation) and Pioneer Emerging
Markets Fund, Pioneer Growth Shares, Pioneer Income Fund, Pioneer India Fund,
Pioneer Money Market Trust and Pioneer Tax-Free Income Fund (each of the
foregoing, a Delaware business trust) are all parties to management contracts
with PMC. Pioneer Winthrop Real Estate Investment Fund is a party to a
sub-investment management contract with PMC. PCC owns 100% of the outstanding
capital stock of SBIC. SBIC is the sole general partner of Pioneer Ventures
Limited Partnership, a Massachusetts limited partnership. John F. Cogan, Jr.
owns approximately 15% of the outstanding shares of PGI. Mr. Cogan is Chairman
of the Board, President and Trustee of the Registrant and of each of the Pioneer
mutual funds; Director and President of PGI; President and Director of PPC, PIC,
Pioneer International Corporation and PMT; Director of PCC and PSC; Chairman of
the Board and Director of PMC, PFD and TGL; Chairman, President and Director of
PGL; Chairman of the Supervisory Board of GmbH; Chairman and Chief Executive
Officer of PWA; Chairman and Member of Supervisory Board of First Polish and
Chairman and Partner, Hale and Dorr.
Item 26. Number of Holders of Securities
The following table sets forth the approximate number of record
holders of each class of securities of the Registrant as of March 31, 1995:
Class A Class B
Number of Record Holders: 11,003 142
<PAGE>
Item 27. Indemnification
Except for the Amended and Restated Declaration of Trust dated
December 7, 1993 establishing the Registrant as a Trust under Massachusetts 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 Declaration of Trust provides that no Trustee or officer will be indemnified
against any liability of which the Registrant would otherwise be subject by
reason of or for willful misfeasance, bad faith, gross negligence or reckless
disregard of such person's duties.
Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended (the "Act"), may be available to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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:
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
<S> <C> <C>
John F. Cogan, Jr. Director and Chairman Chairman of the Board,
President and Trustee
Robert L. Butler Director and President None
David D. Tripple Director Executive Vice
President and Trustee
Steven M. Graziano Senior Vice President None
Stephen W. Long Senior Vice President None
John W. Drachman Vice President None
Barry G. Knight Vice President None
William A. Misata Vice President None
Anne W. Patenaude Vice President None
Elizabeth B. Rice Vice President None
Gail A. Smyth Vice President None
Constance D. Spiros Vice President None
Marcy L. Supovitz Vice President None
Steven R. Berke Assistant None
Vice President
Mary Sue Hoban Assistant None
Vice President
William H. Keough Treasurer Treasurer
Roy P. Rossi Assistant Treasurer None
Joseph P. Barri Clerk Secretary
</TABLE>
(c) Not applicable.
<PAGE>
Item 30. Location of Accounts and Records
The accounts and records are maintained at the Registrant's office
at 60 State Street, Boston, Massachusetts; contact the Treasurer.
Item 31. Management Services
The Registrant is not a party to any management-related service
contract, except as described in the Prospectus and the Statement of Additional
Information.
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
(c) The Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, a copy of the Registrant's report to shareholders furnished pursuant to
and meeting the requirements of Rule 30d-1 from which the specified information
is incorporated by reference, unless such person currently holds securities of
the Registrant and otherwise has received a copy of such report, in which case
the Registrant shall state in the Prospectus that it will furnish, without
charge, a copy of such report on request, and the name, address and telephone
number of the person to whom such a request should be directed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 9 (the "Amendment") to its Registration Statement
(which meets all the requirements for effectiveness pursuant to Rule 485(b)
under the Securities Act of 1933) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth of
Massachusetts, on the ____ day of April, 1995.
PIONEER AMERICA INCOME TRUST
Joseph P. Barri
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below by the following persons in the capacities and on the
dates indicated:
Title and Signature Date
Principal Executive Officer: )
)
)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr., President )
)
)
Principal Financial and )
Accounting Officer: )
)
)
/s/William H. Keough* )
William H. Keough, Treasurer )
)
)
Trustees: )
)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
)
/s/Richard H. Egdahl, M.D.* )
Richard H. Egdahl, M.D. )
)
<PAGE>
)
/s/Margaret B. W. Graham* )
Margaret B. W. Graham )
)
)
/s/John W. Kendrick* )
John W. Kendrick )
)
)
/s/Marguerite A. Piret* )
Marguerite A. Piret )
)
)
/s/David D. Tripple* )
David D. Tripple )
)
)
/s/Stephen K. West* )
Stephen K. West )
)
)
/s/John Winthrop* )
John Winthrop )
- ---------
* By: April __, 1995
Joseph P. Barri
Attorney-in-fact
<PAGE>
Exhibit Index
Exhibit
Number Document Title
1. Amended and Restated Declaration of Trust, dated December 7, 1993.
1.2 Establishment and Designation of Classes.
5. Management Contract with Pioneering Management Corporation, dated January
1, 1994.
6.2 Form of Dealer Sales Agreement.
8. Custodian Agreement with Brown Brothers Harriman & Co.
11. Consent of Independent Public Accountants.
15.1 Class A Shares Distribution Plan.
15.2 Class B Shares Distribution Plan.
16. Description of Average Annual Total Return and Yield Calculation.
17. Financial Data Schedule.
19. Powers of Attorney.
AMENDED AND RESTATED DECLARATION OF TRUST
OF
PIONEER U.S. GOVERNMENT TRUST
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
DECEMBER 7, 1993
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I. NAME AND DEFINITIONS
1.1 Name................................................1
1.2 Definitions.........................................1
ARTICLE II. TRUSTEES
2.1 General Powers......................................4
2.2 Investments.........................................4
2.3 Legal Title.........................................6
2.4 Issuance and Repurchase of Shares...................7
2.5 Delegation; Committees..............................7
2.6 Collection and Payments.............................7
2.7 Expenses............................................7
2.8 Manner of Acting; By-laws...........................8
2.9 Miscellaneous Powers................................8
2.10 Principal Transactions..............................9
2.11 Litigation..........................................9
2.12 Number of Trustees..................................9
2.13 Election and Term...................................9
2.14 Resignation and Removal.............................10
2.15 Vacancies...........................................10
2.16 Delegation of Power to Other Trustees...............11
ARTICLE III. CONTRACTS
3.1 Underwriting Contract...............................11
3.2 Advisory or Management Contract.....................11
3.3 Administration Agreement............................12
3.4 Service Agreement...................................12
3.5 Transfer Agent......................................13
3.6 Custodian...........................................13
3.7 Affiliations of Trustees or Officers, Etc...........13
3.8 Compliance with 1940 Act............................14
<PAGE>
ARTICLE IV. LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
4.1 No Personal Liability of Shareholders,
Trustees, Etc.....................................14
4.2 Non-Liability of Trustees, Etc......................15
4.3 Mandatory Indemnification...........................15
4.4 No Bond Required of Trustees........................17
4.5 No Duty of Investigation; Notice in Trust
Instruments, Etc..................................17
4.6 Reliance on Experts, Etc............................18
ARTICLE V. SHARES OF BENEFICIAL INTEREST
5.1 Beneficial Interest.................................18
5.2 Rights of Shareholders..............................19
5.3 Trust Only..........................................19
5.4 Issuance of Shares..................................19
5.5 Register of Shares..................................20
5.6 Transfer of Shares..................................20
5.7 Notices.............................................20
5.8 Treasury Shares.....................................21
5.9 Voting Powers.......................................21
5.10 Meetings of Shareholders............................22
5.11 Series or Class Designation.........................22
5.12 Assent to Declaration of Trust......................26
ARTICLE VI. REDEMPTION AND REPURCHASE OF SHARES
6.1 Redemption of Shares................................26
6.2 Price...............................................27
6.3 Payment.............................................27
6.4 Effect of Suspension of Determination
of Net Asset Value................................27
6.5 Repurchase by Agreement.............................28
6.6 Redemption of Shareholder's Interest................28
6.7 Redemption of Shares in Order to Qualify
as Regulated Investment Company;
Disclosure of Holding.............................28
6.8 Reductions in Number of Outstanding Shares
Pursuant to Net Asset Value Formula...............29
6.9 Suspension of Right of Redemption...................29
<PAGE>
ARTICLE VII. DETERMINATION OF NET ASSET VALUE, NET
INCOME AND DISTRIBUTIONS
7.1 Net Asset Value.....................................29
7.2 Distributions of Shareholders.......................30
7.3 Determination of Net Income; Reduction
of Outstanding Shares.............................31
7.4 Power to Modify Foregoing Procedures................32
ARTICLE VIII. DURATION; TERMINATION OF TRUST OR A
SERIES OR CLASS; AMENDMENT; MERGERS,
ETC.
8.1 Duration............................................33
8.2 Termination of the Trust or a Series
or a Class........................................33
8.3 Amendment Procedure.................................34
8.4 Merger, Consolidation and Sale of Assets............36
8.5 Incoporation........................................36
ARTICLE IX. REPORTS TO SHAREHOLDERS...............................37
ARTICLE X. MISCELLANEOUS
10.1 Execution and Filing................................37
10.2 Governing Law.......................................37
10.3 Counterparts........................................37
10.4 Reliance by Third Parties...........................37
10.5 Provisions in Conflict with Law or
Regulations.......................................38
<PAGE>
AMENDED AND RESTATED DECLARATION Of TRUST
OF
PIONEER U.S. GOVERNMENT TRUST
AMENDED AND RESTATED DECLARATION OF TRUST made this 7th day of December,
1993 by John F. Cogan, Jr., Richard H. Egdahl, Margaret B.W. Graham, John W.
Hendrick, Marguerite A. Piret, David D. Trippie, Stephen H. West and John
Winthrop (together with all other persons from time to time duly elected,
qualified and serving as Trustees in accordance with the provisions of Article
II hereof, the "Trustees").
WHEREAS, pursuant to a Declaration of Trust dated March 17, 1988, the
Trustees established a trust for the investment and reinvestment of funds
contributed thereto;
WHEREAS, in accordance with said Declaration, on March 17, 1988, the
Trustees, pursuant to a resolution duly adopted, established "Pioneer U.S.
Government Trust" as the sole Series of the Trust;
WHEREAS, said Declaration of Trust provides that the beneficial interest in
the trust assets be divided into transferable shares of beneficial trust;
WHEREAS, said Declaration of Trust provides that all money and property
contributed to the Trust thereunder shall be held and managed in trust for the
benefit of the holders subject to the provisions thereof; and
WHEREAS, the Trustees desire to amend and restate said Declaration of Trust
in its entirety, as hereinafter provided;
NOW THEREFORE, the undersigned, being a majority of the Trustees of the
Trust, hereby amend and restate the Declaration in its entirety, as follows:
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the trust created hereby is Pioneer "U.S.
Government Trust" (the "Trust").
<PAGE>
Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:
(a) "Administrator" means the party, other than the Trust, to the
contract described in Section 3.3 hereof.
(b) "By-laws" means the By-laws referred to in Section 2.8
hereof, as amended from time to time.
(c) "Class" means any division of shares within a Series, which
Class is or has been established within such Series in accordance with the
provisions of Article V.
(d) The terms "Commission" and "Interested Person" have the
meanings given them in the 1940 Act. Except as such term may be otherwise
defined by the Trustees in conjunction with the establishment of any Series of
Shares, the term "vote of a majority of the Shares outstanding and entitled to
vote" shall have the same meaning as is assigned to the term "vote of a majority
of the outstanding voting securities" in the 1940 Act.
(e) "Custodian" means any Person other than the Trust who has
custody of any Trust Property as required by Section 17(f) of the 1940 Act, but
does not include a system for the central handling of securities described in
said Section 17(f).
(f) "Declaration" means this Declaration of Trust as amended from
time to time. Reference in this Declaration of Trust to "Declaration," "hereof,"
"herein," and "hereunder" shall be deemed to refer to this Declaration rather
than exclusively to the article or section in which such words appear.
(g) "Distributor" means the party, other than the Trust, to the
contract described in Section 3.1 hereof.
(h) "Fund" or "Funds," individually or collectively, means the
separate Series of Shares of the Trust, together with the assets and liabilities
assigned thereto.
(i) "Fundamental Restrictions" means the investment restrictions
set forth in the Prospectus and Statement of Additional Information and
designated as fundamental restrictions therein.
2
<PAGE>
(j) "His" shall include the feminine and neuter, as well as the
masculine, genders.
(k) "Investment Adviser" means the party, other than the Trust,
to the contract described in Section 3.2 hereof.
(l) The "1940 Act" means the Investment Company Act of 1940, as
amended from time to time.
(m) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.
(n) "Prospectus" means the Prospectus and Statement of Additional
Information included in the Registration Statement of the Trust under the
Securities Act of 1933 as such Prospectus and Statement of Additional
Information may be amended or supplemented and filed with the Commission from
time to time.
(o) "Series" individually or collectively means the separately
managed component(s) of the Trust as may be established and designated from time
to time by the Trustees pursuant to Section 5.11 hereof.
(p) "Shareholder" means a record owner of Outstanding Shares.
(q) "Shares" means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to time,
including the Shares of any and all Series or of any Class within any Series (as
the context may require) which may be established by the Trustees, and includes
fractions of Shares as well as whole Shares. "Outstanding" Shares means those
Shares shown from time to time on the books of the Trust or its Transfer Agent
as then issued and outstanding, but shall not include Shares which have been
redeemed or repurchased by the Trust and which are at the time held in the
treasury of the Trust.
(r) "Transfer Agent" means any Person other than the Trust who
maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the like.
3
<PAGE>
(s) "Trust" means Pioneer U.S. Government Trust.
(t) The "Trustees" means the persons who have signed this
Declaration, so long as they shall continue in office in accordance with the
terms hereof, and all other persons who now serve or may from time to time be
duly elected, qualified and serving as Trustees in accordance with the
provisions of Article II hereof, and reference herein to a Trustee or the
Trustees shall refer to such person or persons in this capacity or their
capacities as trustees hereunder.
(u) "Trust Property" means any and all property, real or
personal, tangible or intangible, which is owned or held by or for the account
of the Trust or the Trustees, including any and all assets of or allocated to
any Series or Class, as the contest may require.
ARTICLE II
TRUSTEES
Section 2.1. General Powers. The Trustees shall have exclusive and absolute
control over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property and
business in their own right, but with such powers of delegation as may be
permitted by this Declaration. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts,
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the provisions of
this Declaration, the presumption shall be in favor of a grant of power to the
Trustees.
The enumeration of any specific power herein shall not be construed as
limiting the aforesaid powers. Such powers of the Trustees may be exercised
without order of or resort to any court.
4
<PAGE>
Section 2.2. Investments. The Trustees shall have the power:
(a) To operate as and carry on the business of an investment
company, and exercise all the powers necessary and appropriate to the conduct of
such operations.
(b) To invest in, hold for investment, or reinvest in, cash;
securities, including common, preferred and preference stocks; warrants;
subscription rights; profit-sharing interests or participations and all other
contracts for or evidence of equity interests; bonds, debentures, bills, time
notes and all other evidences of indebtedness; negotiable or non-negotiable
instruments; government securities, including securities of any state,
municipality or other political subdivision thereof, or any governmental or
quasi-governmental agency or instrumentality; and money market instruments
including bank certificates of deposit, finance paper, commercial paper,
bankers' acceptances and all kinds of repurchase agreements, of any corporation,
company, trust, association, firm or other business organization however
established, and of any country, state, municipality or other political
subdivision, or any governmental or quasi-governmental agency or
instrumentality; and the Trustees shall be deemed to have the foregoing powers
with respect to any additional securities in which the Trust may invest should
the Fundamental Restrictions be amended.
(c) To acquire (by purchase, subscription or otherwise), to hold,
to trade in and deal in, to acquire any rights or options to purchase or sell,
to sell or otherwise dispose of, to lend and to pledge any such securities, to
enter into repurchase agreements, reverse repurchase agreements, firm commitment
agreements and forward foreign currency exchange contracts, to purchase and sell
options on securities, securities indices, currency and other financial assets,
futures contracts and options on futures contracts of all descriptions and to
engage in all types of hedging and risk-management transactions.
(d) To exercise all rights, powers and privileges of ownership or
interest in all securities and repurchase agreements included in the Trust
Property, including the right to vote thereon and otherwise act with respect
thereto and to do all acts for the preservation, protection, improvement and
enhancement in value of all such securities and repurchase agreements.
(e) To acquire (by purchase, lease or otherwise) and to hold,
use, maintain, develop and dispose of (by sale or otherwise) any property, real
or personal, including cash or foreign currency, and any interest therein.
5
<PAGE>
(f) To borrow money and in this connection issue notes or other
evidence of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security the Trust Property; and to endorse, guarantee,
or undertake the performance of any obligation or engagement of any other Person
and to lend Trust Property.
(g) To aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in the
Trust Property or in the affairs of which the Trustees have any direct or
indirect interest; to do all acts and things designed to protect, preserve,
improve or enhance the value of such obligation or interest; and to guarantee or
become surety on any or all of the contracts, stocks, bonds, notes, debentures
and other obligations of any such corporation, company, trust, association or
firm.
(h) To enter into a plan of distribution and any related
agreements whereby the Trust may finance directly or indirectly any activity
which is primarily intended to result in sales of Shares.
(i) To adopt on behalf of the Trust or any Series thereof an
alternative purchase plan providing for the issuance of multiple Classes of
Shares (as authorized herein at Section 5.11), such Shares being differentiated
on the basis of purchase method and allocation of distribution expenses.
(j) In general to carry on any other business in connection with
or incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the attainment of
any object or the furtherance of any power hereinbefore set forth, either alone
or in association with others, and to do every other act or thing incidental or
appurtenant to or arising out of or connected with the aforesaid business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.
6
<PAGE>
Section 2.3. Legal Title. Legal title to all the Trust Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust or any Series of the
Trust, or in the name of any other Person as nominee, on such terms as the
Trustees may determine, provided that the interest of the Trust therein is
deemed appropriately protected. The right, title and interest of the Trustees in
the Trust Property and the Property of each Series of the Trust shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
termination of the term of office, resignation, removal or death of a Trustee he
shall automatically cease to have any right, title or interest in any of the
Trust Property, and the right, title and interest of such Trustee in the Trust
Property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered.
Section 2.4. Issuance and Repurchase of Shares. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the
provisions set forth in Articles VI and VII and Section 5.11 hereof, to apply to
any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds or property of the Trust, whether capital or surplus or
otherwise, to the full extent now or hereafter permitted by the laws of The
Commonwealth of Massachusetts governing business corporations.
Section 2.5. Delegation; Committees. The Trustees shall have the power,
consistent with their continuing exclusive authority over the management of the
Trust and the Trust Property, to delegate from time to time to such of their
number or to officers, employees or agents of the Trust the doing of such things
and the execution of such instruments either in the name of the Trust or any
Series of the Trust or the names of the Trustees or otherwise as the Trustees
may deem expedient, to the same extent as such delegation is permitted by the
1940 Act.
Section 2.6. Collection and Payment. Subject to Section 5.11 hereof, the
Trustees shall have the power to collect all property due to the Trust; to pay
all claims, including taxes, against the Trust Property; to prosecute, defend,
compromise or abandon any claims relating to the Trust Property; to foreclose
any security interest securing any obligations, by virtue of which any property
is owed to the Trust; and to enter into releases, agreements and other
instruments.
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Section 2.7. Expenses. Subject to Section 5.11 hereof, the Trustees shall
have the power to incur and pay any expenses which in the opinion of the
Trustees are necessary or incidental to carry out any of the purposes of this
Declaration, and to pay reasonable compensation from the funds of the Trust to
themselves as Trustees. The Trustees shall fix the compensation of all officers,
employees and Trustees of the Trust.
Section 2.8. Manner of Acting; By-laws. Except as otherwise provided herein
or in the By-laws, any action to be taken by the Trustees may be taken by a
majority of the Trustees present at a meeting of Trustees (a quorum being
present), including any meeting held by means of a conference telephone circuit
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, or by written consents of a majority of the
entire number of Trustees then in office. The Trustees may adopt By-laws not
inconsistent with this Declaration to provide for the conduct of the business of
the Trust and may amend or repeal such By-laws to the extent such power is not
reserved to the Shareholders.
Notwithstanding the foregoing provisions of this Section 2.8 and in
addition to such provisions or any other provision of this Declaration or of the
By-laws, the Trustees may by resolution appoint a committee consisting of less
than the whole number of Trustees then in office, which committee may be
empowered to act for and bind the Trustees and the Trust, as if the acts of such
committee were the acts of all the Trustees then in office, with respect to the
institution, prosecution, dismissal, settlement, review or investigation of any
action, suit or proceeding which shall be pending or threatened to be brought
before any court, administrative agency or other adjudicatory body.
Section 2.9. Miscellaneous Powers. Subject to Section 5.11 hereof, the
Trustees shall have the power to: (a) employ or contract with such Persons as
the Trustees may deem desirable for the transaction of the business of the Trust
or any Series thereof; (b) enter into joint ventures, partnerships and any other
combinations or associations; (c) remove Trustees or fill vacancies in or add to
their number, elect and remove such officers and appoint and terminate such
agents or employees as they consider appropriate, and appoint from their own
number, and terminate, any one or more committees which may exercise some or all
of the power and authority of the Trustees as the Trustees may determine; (d)
purchase, and pay for out of Trust Property or Trust Property of the appropriate
Series of the Trust, insurance policies insuring the Shareholders, Trustees,
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officers, employees, agents, investment advisers, administrators, distributors,
selected dealers or independent contractors of the Trust against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to indemnify such
Person against such liability; (e) establish pension, profit sharing, share
purchase, and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (f) to the extent permitted by law,
indemnify any person with whom the Trust or any Series thereof has dealings,
including the Investment Adviser, Administrator, Distributor, Transfer Agent and
selected dealers, to such extent as the Trustees shall determine; (g) guarantee
indebtedness or contractual obligations of others; (h) determine and change the
fiscal year of the Trust or any Series thereof and the method by which its or
their accounts shall be kept; (i) adopt a seal for the Trust, but the absence of
such seal shall not impair the validity of any instrument executed on behalf of
the Trust; and (j) establish record dates relating to meetings of shareholders,
payments of dividends or other distributions, exchanges or conversions of shares
or any other matter deemed appropriate by the Trustees.
Section 2.10. Principal Transactions. Except in transactions not permitted
by the 1940 Act or rules and regulations adopted by the Commission, the Trustees
may, on behalf of the Trust, buy any securities from or sell any securities to,
or lend any assets of the Trust or any Series thereof to any Trustee or officer
of the Trust or any firm of which any such Trustee or officer is a member acting
as principal, or have any such dealings with the Investment Adviser, Distributor
or Transfer Agent or with any Interested Person of such Person; and the Trust or
a Series thereof may employ any such Person, or firm or company in which such
Person is an Interested Person, as broker, legal counsel, registrar, transfer
agent, dividend disbursing agent or custodian upon customary terms.
Section 2.11. Litigation. The Trustees shall have the power to engage in
and to prosecute, defend, compromise, abandon, or adjust by arbitration, or
otherwise, any actions, sub, proceedings, disputes, claims and demands relating
to the Trust, and out of the assets of the Trust or any Series thereof to pay or
to satisfy any debts, claims or expenses incurred in connection therewith,
including those of litigation, and such power shall include without limitation
the power of the Trustees or any appropriate committee thereof, in the exercise
of their or its good faith business judgment, to dismiss any action, suit,
proceeding, dispute, claim or demand, derivative or otherwise, brought by any
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person, including a Shareholder in its own name or the name of the Trust,
whether or not the Trust or any of the Trustees may be named individually
therein or the subject matter arises by reason of business for or on behalf of
the Trust.
Section 2.12. Number of Trustees. The number of Trustees shall be such
number as shall be fixed from time to time by a written instrument signed by a
majority of the Trustees, provided, however, that the number of Trustees shall
in no event be less than three (3) nor more than fifteen (15).
Section 2.13. Election and Term. Except for the Trustees named herein or
appointed to fill vacancies pursuant to Section 2.15 hereof, the Trustees may
succeed themselves and shall be elected by the Shareholders owning of record a
plurality of the Shares voting at a meeting of Shareholders on a date fixed by
the Trustees. Except in the event of resignations or removals pursuant to
Section 2.14 hereof, each Trustee shall hold office until such time as less than
a majority of the Trustees holding office have been elected by Shareholders. In
such event the Trustees then in office shall call a Shareholders' meeting for
the election of Trustees. Except for the foregoing circumstances, the Trustees
shall continue to hold office and may appoint successor Trustees.
Section 2.14. Resignation and Removal. Any Trustee may resign his trust
(without the need for any prior or subsequent accounting) by an instrument in
writing signed by him and delivered to the other Trustees and such resignation
shall be effective upon such delivery, or at a later date according to the terms
of the instrument. Any of the Trustees may be removed (provided the aggregate
number of Trustees after such removal shall not be less than three) for cause,
by the action of two-thirds of the remaining Trustees or by action of the
holders of two-thirds of the outstanding Shares of the Trust (for purposes of
determining the circumstances and procedures under which any such removal by the
Shareholders may take place, the provisions of Section 16(c) of the 1940 Act (or
any successor provisions) shall be applicable to the same extent as if the Trust
were subject to the provisions of that Section). Upon the resignation or removal
of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and
deliver such documents as the remaining Trustees shall require for the purpose
of memorializing the conveyance to the Trust or the remaining Trustees of any
Trust Property held in the name of the resigning or removed Trustee. Upon the
incapacity or death of any Trustee, his legal representative shall execute and
deliver on his behalf such documents as the remaining Trustees shall require as
provided in the preceding sentence.
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Section 2.15. Vacancies. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of his death, retirement, resignation,
removal, bankruptcy, adjudicated incompetence or other incapacity to perform the
duties of the office of a Trustee. No such vacancy shall operate to annul the
Declaration or to revoke any existing agency created pursuant to the terms of
the Declaration. In the case of an existing vacancy, including a vacancy
existing by reason of an increase in the number of Trustees, subject to the
provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill
such vacancy by the appointment of such other person as they in their discretion
shall see fit, made by a written instrument signed by a majority of the Trustees
then in office. Any such appointment shall not become effective, however, until
the person named in the written instrument of appointment shall have accepted in
writing such appointment and agreed in writing to be bound by the terms of the
Declaration. An appointment of a Trustee may be made in anticipation of a
vacancy to occur at a later date by reason of retirement, resignation or
increase in the number of Trustees, provided that such appointment shall not
become effective prior to such retirement, resignation or increase in the number
of Trustees. Whenever a vacancy in the number of Trustees shall occur, until
such vacancy is filled as provided in this Section 2.15, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by the Declaration.
A written instrument certifying the existence of such vacancy signed by a
majority of the Trustees in office shall be conclusive evidence of the existence
of such vacancy.
Section 2.16. Delegation of Power to Other Trustees. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
fewer than three (3) Trustees personally exercise the powers granted to the
Trustees under this Declaration except as herein otherwise expressly provided.
ARTICLE III
CONTRACTS
Section 3.1. Underwriting Contact. The Trustees may in their discretion
from time to time enter into an exclusive or non-exclusive distribution contract
or contracts providing for the sale of the Shares to net the Trust or the
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applicable Series of the Trust not less than the amount provided for in Section
7.1 of Article VII hereof, whereby the Trustees may either agree to sell the
Shares to the other party to the contract or appoint such other party as their
sales agent for the Shares, and in either case on such terms and conditions, if
any, as may be prescribed in the By-laws, and such further terms and conditions
as the Trustees may in their discretion determine not inconsistent with the
provisions of this Article III or of the By-laws; and such contract may also
provide for the repurchase of the Shares by such other party as agent of the
Trustees.
Section 3.2. Advisory or Management Contract. Subject to approval by a vote
of a majority of Shares outstanding and entitled to vote, the Trustees may in
their discretion from time to time enter into one or more investment advisory or
management contracts or, if the Trustees establish multiple Series, separate
investment advisory or management contracts with respect to one or more Series
whereby the other party or parties to any such contracts sill undertake to
furnish the Trust or such Series management, investment advisory,
administration, accounting, legal, statistical and research facilities and
services, promotional or marketing activities, and such other facilities and
services, if any, as the Trustees shall from time to time consider desirable and
all upon such terms and conditions as the Trustees may in their discretion
determine. Notwithstanding any provisions of the Declaration, the Trustees may
authorize the Investment Advisers, or any of them, under any such contracts
(subject to such general or specific instructions as the Trustees may from time
to time adopt) to effect purchases, sales, loans or exchanges of portfolio
securities and other investments of the Trust on behalf of the Trustees or may
authorize any officer, employee or Trustee to effect such purchases, sales,
loans or exchanges pursuant to recommendations of such Investment Advisers, or
any of them (and all without further action by the Trustees). Any such
purchases, sales, loans and exchanges shall be deemed to have been authorized by
all of the Trustees. The Trustees may, in their sole discretion, call a meeting
of Shareholders in order to submit to a vote of Shareholders at such meeting the
approval or continuance of any such investment advisory or management contract.
If the Shareholders of any one or more of the Series of the Trust should fail to
approve any such investment advisory or management contract, the Investment
Adviser may nonetheless serve as Investment Adviser with respect to any Series
whose Shareholders approve such contract.
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Section 3.3. Administration Agreement. The Trustees may in their discretion
from time to time enter into an administration agreement or, if the Trustees
establish multiple Series or Classes, separate administration agreements with
respect to each Series or Class, whereby the other party to such agreement shall
undertake to manage the business affairs of the Trust or of a Series or Class
thereof furnish the Trust or a Series or a Class thereof with office facilities,
and shall be responsible for the ordinary clerical, bookkeeping and
recordkeeping services at such office facilities, and other facilities and
services, if any, and all upon such terms and conditions as the Trustees may in
their discretion determine.
Section 3.4. Service Agreement. The Trustees may in their discretion from
time to time enter into Service Agreements with respect to one or more Series or
Classes of Shares whereby the other parties to such Service Agreements will
provide administration and/or support services pursuant to Administration Plans
and Service Plans, and all upon such terms and conditions as the Trustees in
their discretion may determine.
Section 3.5. Transfer Agent. The Trustees may in their discretion from time
to time enter into a transfer agency and shareholder service contract whereby
the other party to such contract shall undertake to furnish transfer agency and
shareholder services to the Trust. The contract shall have such terms and
conditions as the Trustees may in their discretion deem not inconsistent with
the Declaration. Such services may be provided by one or more Persons.
Section 3.6. Custodian. The Trustees may appoint or otherwise engage one or
more banks or trust companies, each having an aggregate capital, surplus and
undivided profits (as shown in its last published report) of at least two
million dollars ($2,000,000) to serve as Custodian with authority as its agent,
but subject to such restrictions, limitations and other requirements, if any, as
may be contained in the By-Laws of the Trust. The Trustees may also authorize
the Custodian to employ one or more sub-custodians, including such foreign banks
and securities depositories as meet the requirements of applicable provisions of
the 1940 Act, and upon such terms and conditions as may be agreed upon between
the Custodian and such sub-custodian, to hold securities and other assets of the
Trust and to perform the acts and services of the Custodian, subject to
applicable provisions of law and resolutions adopted by the Trustees.
Section 3.7. Affiliations of Trustees or Officers, Etc. The fact that:
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(i) any of the Shareholders, Trustees or officers of the Trust or
any Series thereof is a shareholder, director, officer, partner, trustee,
employee, manager, adviser or distributor of or for any partnership,
corporation, trust, association or other organization or of or for any
parent or affiliate of any organization, with which a contract of the
character described in Sections 3.1, 3.2, 3.3 or 3.4 above or for services
as Custodian, Transfer Agent or disbursing agent or for related services
may have been or may hereafter be made, or that any such organization, or
any parent or affiliate thereof, is a Shareholder of or has an interest in
the Trust, or that
(ii) any partnership, corporation, trust, association or other
organization with which a contract of the character described in Sections
3.1, 3.2, 3.3 or 3.4 above or for services as Custodian, Transfer Agent or
disbursing agent or for related services may have been or may hereafter be
made also has any one or more of such contracts with one or more other
partnerships, corporations, trusts, associations or other organizations, or
has other business or interests, shall not affect the validity of any such
contract or disqualify any Shareholder, Trustee or officer of the Trust
from voting upon or executing the same or create any liability or
accountability to the Trust or its Shareholders.
Section 3.8. Compliance with 1940 Act. Any contract entered into pursuant
to Sections 3.1 or 3.2 shall be consistent with and subject to the requirements
of Section 15 of the 1940 Act (including any amendment thereof or other
applicable Act of Congress hereafter enacted), as modified by any applicable
order or orders of the Commission, with respect to its continuance in effect,
its termination and the method of authorization and approval of such contract or
renewal thereof.
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
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Trust or any Series thereof. No Trustee, officer, employee or agent of the Trust
or any Series thereof shall be subject to any personal liability whatsoever to
any Person, other than to the Trust or its Shareholders, in connection with
Trust Property or the affairs of the Trust, except to the extent arising from
bad faith, willful misfeasance, gross negligence or reckless disregard of his
duties with respect to such Person; and all such Persons shall look solely to
the Trust Property, or to the Property of one or more specific Series of the
Trust if the claim arises from the conduct of such Trustee, officer, employee or
agent with respect to only such Series, for satisfaction of claims of any nature
arising in connection with the affairs of the Trust. If any Shareholder,
Trustee, officer, employee, or agent, as such, of the Trust or any Series
thereof, is made a party to any suit or proceeding to enforce any such liability
of the Trust or any Series thereof, he shall not, on account thereof, be held to
any personal liability. The Trust shall indemnify and hold each Shareholder
harmless from and against all claims and liabilities, to which such Shareholder
may become subject by reason of his being or having been a Shareholder, and
shall reimburse such Shareholder or former Shareholder (or his or her heirs,
executors, administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general successor) out of
the Trust Property for all legal and other expenses reasonably incurred by him
in connection with any such claim or liability. The indemnification and
reimbursement required by the preceding sentence shall be made only out of
assets of the one or more Series whose Shares were held by said Shareholder at
the time the act or event occurred which gave rise to the claim against or
liability of said Shareholder. The rights accruing to a Shareholder under this
Section 4.1 shall not impair any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained restrict the right of the
Trust or any Series thereof to indemnify or reimburse a Shareholder in any
appropriate situation even though not specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer, employee
or agent of the Trust or any Series thereof shall be liable to the Trust, its
Shareholders, or to any Shareholder, Trustee, officer, employee, or agent
thereof for any action or failure to act (including without limitation the
failure to compel in any way any former or acting Trustee to redress any breach
of trust) except for his own bad faith, willful misfeasance, grass negligence or
reckless disregard of the duties involved in the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions and
limitations contained in paragraph (b) below:
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(i) every person who is, or has been, a Trustee, officer,
employee or agent of the Trust (including any individual who serves at
its request as director, officer, partner, trustee or the like of
another organization in which it has any interest as a shareholder,
creditor or otherwise) shall be indemnified by the Trust, or by one or
more Series thereof if the claim arises from his or her conduct with
respect to only such Series, to the fullest extent permitted by law
against all liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal,
or other, including appeals), actual or threatened; and the words
"liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Trustee or officer:
(i) against any liability to the Trust, a Series thereof or the
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust or a
Series thereof;
(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b)(ii)
resulting in a payment by a Trustee or officer, unless there has been
a determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office:
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(A) by the court or other body approving the settlement
or other disposition;
(B) based upon a review of readily available facts (as
opposed to a full trial-type inquiry) by (x) vote of a
majority of the Non-interested Trustees acting on the matter
(provided that a majority of the Non-interested Trustees
then in office act on the matter) or (y) written opinion of
independent legal counsel; or
(C) by a vote of a majority of the Shares outstanding
and entitled to vote (excluding Shares owned of record or
beneficially by such individual).
(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not affect any other rights to which any Trustee
or officer may now or hereafter be entitled, shall continue as to
a person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors, administrators and
assigns of such a person. Nothing contained herein shall affect
any rights to indemnification to which personnel of the Trust or
any Series thereof other than Trustees and officers may be
entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to
any claim, action, suit or proceeding of the character described
in paragraph (a) of this Section 4.3 may be advanced by the Trust
or a Series thereof prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to
repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4.3, provided that
either:
(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust or Series
thereof shall be insured against losses arising out of any such
advances; or
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(ii) a majority of the Non-interested Trustees acting on the
matter (provided that a majority of the Non-interested Trustees act on
the matter) or an independent legal counsel in a written opinion shall
determine, based upon a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that
the recipient ultimately will be found entitled to indemnification.
As used in this Section 4.3, a "Non-interested Trustee" is one who (i) is
not an "Interested Person" of the Trust (including anyone who has been exempted
from being an "Interested Person" by any rule, regulation or order of the
Commission), and (ii) is not involved in the claim, action, suit or proceeding.
Section 4.4. No Bond Required & Trustees. No Trustee shall be obligated to
give any bond or other security for the performance of any of his duties
hereunder.
Section 4.5. No Duty of Investigation; Notice in Trust Instruments, Etc. No
purchaser, lender, transfer agent or other Person dealing with the Trustees or
any officer, employee or agent of the Trust or a Series thereof shall be bound
to make any inquiry concerning the validity of any transaction purporting to be
made by the Trustees or by said officer, employee or agent or be liable for the
application of money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every obligation,
contract, instrument, certificate, Share, other security of the Trust or a
Series thereof or undertaking, and every other act or thing whatsoever executed
in connection with the Trust shall be conclusively presumed to have been
executed or done by the executors thereof only in their capacity as Trustees
under this Declaration or in their capacity as officers, employees or agents of
the Trust or a Series thereof. Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or a Series thereof or
undertaking made or issued by the Trustees may recite that the same is executed
or made by them not individually, but as Trustees under the Declaration, and
that the obligations of the Trust or a Series thereof under any such instrument
are not binding upon any of the Trustees or Shareholders individually, but bind
only the Trust Property or the Trust Property of the applicable Series, and may
contain any further recital which they may deem appropriate, but the omission of
such recital shall not operate to bind the Trustees individually. The Trustees
shall at all times maintain insurance for the protection of the Trust Property
or the Trust Property of the applicable Series, its Shareholders, Trustees,
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officers, employees and agents in such amount as the Trustees shall deem
adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.
Section 4.6. Reliance on Experts, Etc. Each Trustee, officer or employee of
the Trust or a Series thereof shall, in the performance of his duties, be fully
and completely justified and protected with regard to any act or any failure to
act resulting from reliance in good faith upon the books of account or other
records of the Trust or a Series thereof, upon an opinion of counsel, or upon
reports made to the Trust or a Series thereof by any of its officers or
employees or by the Investment Adviser, the Administrator, the Distributor,
Transfer Agent, selected dealers, accountants, appraisers or other experts or
consultants selected with reasonable care by the Trustees, officers or employees
of the Trust, regardless of whether such counsel or expert may also be a
Trustee.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest
without par value. The number of such Shares of beneficial interest authorized
hereunder is unlimited. The Trustees shall have the exclusive authority without
the requirement of Shareholder approval to establish and designate one or more
Series of shares and one or more Classes thereof as the Trustees deem necessary
or desirable. Each share of any Series shall represent an equal proportionate
Share in the assets of that Series with each other Share in that Series. Subject
to the provisions of Section 5.11 hereof, the Trustees may also authorize the
creation of additional Series of Shares (the proceeds of which may be invested
in separate, independently managed portfolios) and additional Classes of Shares
within any Series. All Shares issued hereunder including, without limitation,
Shares issued in connection with a dividend in Shares or a split in Shares,
shall be fully paid and nonassessable by the Trust.
Section 5.2. Rights of Shareholders. The ownership of the Trust Property of
every description and the right to conduct any business hereinbefore described
are vested exclusively in the Trustees, and the Shareholders shall have no
interest therein other than the beneficial interest conferred by their Shares,
and they shall have no right to call for any partition or division of any
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property, profits, rights or interests of the Trust nor can they be called upon
to share or assume any losses of the Trust or suffer an assessment of any kind
by virtue of their ownership of Shares. The Shares shall be personal property
giving only the rights specifically set forth in this Declaration. The Shares
shall not entitle the holder to preference, preemptive, appraisal, conversion or
exchange rights, except as the Trustees may determine with respect to any Series
or Class of Shares.
Section 5.3. Trust Only. It is the intention of the Trustees to create only
the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.
Section 5.4. Issuance of Shares. The Trustees in their discretion may, from
time to time without vote of the Shareholders, issue Shares, in addition to the
then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, including cash
or property, at such time or times and on such terms as the Trustees may deem
best, except that only Shares previously contracted to be sold may be issued
during any period when the right of redemption is suspended pursuant to Section
6.9 hereof, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with the assumption of,
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares and Shares held in the treasury. The
Trustees may from time to time divide or combine the Shares of the Trust or, if
the Shares be divided into Series or Classes, of any Series or any Class thereof
of the Trust, into a greater or lesser number without thereby changing the
proportionate beneficial interests in the Trust or in the Trust Property
allocated or belonging to such Series or Class. Contributions to the Trust or
Series thereof may be accepted for, and Shares shall be redeemed as, whole
Shares and/or 1/1,000ths of a Share or integral multiples thereof.
Section 5.5. Register of Shares. A register shall be kept at the principal
office of the Trust or an office of the Transfer Agent which shall contain the
names and addresses of the Shareholders and the number of Shares held by them
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respectively and a record of all transfers thereof. Such register shall be
conclusive as to who are the holders of the Shares and who shall be entitled to
receive dividends or distributions or otherwise to exercise or enjoy the rights
of Shareholders. No Shareholder shall be entitled to receive payment of any
dividend or distribution, nor to have notice given to him as provided herein or
in the By-laws, until he has given his address to the Transfer Agent or such
other officer or agent of the Trustees as shall keep the said register for entry
thereon. It is not contemplated that certificates will be issued for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of share
certificates and promulgate appropriate rules and regulations as to their use.
Section 5.6. Transfer of Shares. Shares shall be transferable on the
records of the Trust only by the record holder thereof or by his agent thereunto
duly authorized in writing, upon delivery to the Trustees or the Transfer Agent
of a duly executed instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization and of other matters as may
reasonably be required. Upon such delivery the transfer shall be recorded on the
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor any transfer agent or registrar nor any officer,
employee or agent of the Trust shall be affected by any notice of the proposed
transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy or incompetence of any Shareholder, or otherwise by operation of law,
shall be recorded on the register of Shares as the holder of such Shares upon
production of the proper evidence thereof to the Trustees or the Transfer Agent,
but until such record is made, the Shareholder of record shall be deemed to be
the holder of such Shares for all purposes hereunder and neither the Trustees
nor any Transfer Agent or registrar nor any officer or agent of the Trust shall
be affected by any notice of such death, bankruptcy or incompetence, or other
operation of law.
Section 5.7. Notices. Any and all notices to which any Shareholder may be
entitled and any and all communications shall be deemed duly served or given if
mailed, postage prepaid, addressed to any Shareholder of record at his last
known address as recorded on the register of the Trust.
Section 5.8. Treasury Shares. Shares held in the treasury shall, until
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resold pursuant to Section 5.4, not confer any voting rights on the Trustees,
nor shall such Shares be entitled to any dividends or other distributions
declared with respect to the Shares.
Section 5.9. Voting Powers. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Section 2.13; (ii) with respect
to any investment advisory contract entered into pursuant to Section 3.2; (iii)
with respect to termination of the Trust or a Series or Class thereof as
provided in Section 8.2; (iv) with respect to any amendment of this Declaration
to the extent and as provided in Section 8.3; (v) with respect to any merger,
consolidation or sale of assets as provided in Section 8.4; (vi) with respect to
incorporation of the Trust to the extent and as provided in Section 8.5; (vii)
to the same extent as the stockholders of a Massachusetts business corporation
as to whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Trust
or a Series thereof or the Shareholders of either; (viii) with respect to any
plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act,
and related matters, to the extent required under the 1940 Act; and (ix) with
respect to such additional matters relating to the Trust as may be required by
this Declaration, the By-laws or any registration of the Trust as an investment
company under the 1940 Act with the Commission (or any successor agency) or as
the Trustees may consider necessary or desirable. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled to vote and each
fractional Share shall be entitled to a proportionate fractional vote. On any
matter submitted to a vote of Shareholders, all Shares shall be voted by
individual Series except (1) when permitted by the 1940 Act, Shares shall be
voted in the aggregate and not by individual Series; and (2) when the Trustees
have determined that the matter affects only the interests of one or more Series
or Class thereof, then only the Shareholders of such Series or Class thereof
shall be entitled to vote thereon. The Trustees may, in conjunction with the
establishment of any further Series or any Classes of Shares, establish
conditions under which the several Series or Classes of Shares shall have
separate voting rights or no voting rights. There shall be no cumulative voting
in the election of Trustees. Until Shares are issued, the Trustees may exercise
all rights of Shareholders and may take any action required by law, this
Declaration or the By-laws to be taken by Shareholders. The By-laws may include
further provisions for Shareholders' votes and meetings and related matters.
Section 5.10. Meetings of Shareholders. No annual or regular meetings of
Shareholders are required. Special meetings of the Shareholders, including
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meetings involving only the holders of Shares of one or more but less than all
Series or Classes thereof, may be called at any time by the Chairman of the
Board, President, or any Vice President of the Trust, and shall be called by the
President or the Secretary at the request, in writing or by resolution, of a
majority of the Trustees, or at the written request of the holder or holders of
ten percent (10%) or more of the total number of Shares then issued and
outstanding of the Trust entitled to vote at such meeting. Meetings of the
Shareholders of any Series of the Trust shall be called by the President or the
Secretary at the written request of the holder or holders of ten percent (10%)
or more of the total number of Shares then issued and outstanding of such Series
of the Trust entitled to vote at such meeting. Any such request shall state the
purpose of the proposed meeting.
Section 5.11. Series or Class Designation.
(a) Without limiting the authority of the Trustees set forth in
Section 5.1 to establish and designate any further Series, it is hereby
confirmed that the Trust consists of the presently Outstanding Shares of
one Series: Pioneer U.S. Government Trust (the "Existing Series").
(b) Without limiting the authority of the Trustees set forth in
Section 5.1 to establish and designate any further Classes, it is hereby
confirmed that each Series of the Trust's Shares consists of a single
Class.
(c) The Shares of the Existing Series and each Class thereof herein
established and designated and any Shares of any further Series and Classes
that may from time to time be established and designated by the Trustees
shall be established and designated, and the variations in the relative
rights and preferences as between the different Series shall be fixed and
determined, by the Trustees (unless the Trustees otherwise determine with
respect to further Series or Classes at the time of establishing and
designating the same); provided, that all Shares shall be identical except
that there may be variations so fixed and determined between different
Series or Classes thereof as to investment objective, policies and
restrictions, purchase price, payment obligations, distribution expenses,
right of redemption, special and relative rights as to dividends and on
liquidation, conversion rights, exchange rights, and conditions under which
the several Series shall have separate voting rights, all of which are
subject to the limitations set forth below. All references to Shares in
this Declaration shall be deemed to be Shares of any or all Series or
Classes as the context may require.
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(d) As to any existing Series and Classes, both heretofore and herein
established and designated, and any further division of Shares of the Trust
into additional Series or Classes, the following provisions shall be
applicable:
(i) The number of authorized Shares and the number of Shares of
each Series or Class thereof that may be issued shall be unlimited.
The Trustees may classify or reclassify any unissued Shares or any
Shares previously issued and reacquired of any Series or Class into
one or more Series or one or more Classes that may be established and
designated from time to time. The Trustees may hold as treasury shares
(of the same or some other Series or Class), reissue for such
consideration and on such terms as they may determine, or cancel any
Shares of any Series or Class reacquired by the Trust at their
discretion from time to time.
(ii) All consideration received by the Trust for the issue or
sale of Shares of a particular Series or Class, together with all
assets in which such consideration is invested or reinvested, all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series
for all purposes, subject only to the rights of creditors of such
Series and except as may otherwise be required by applicable tax laws,
and shall be so recorded upon the books of account of the Trust. In
the event that there are any assets, income, earnings, profits and
proceeds thereof, funds or payments which are not readily identifiable
as belonging to any particular Series, the Trustees shall allocate
them among any one or more of the Series established and designated
from time to time in such manner and on such basis as they, in their
sole discretion, deem fair and equitable. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all
Series for all purposes. No holder of Shares of any Series shall have
any claim on or right to any assets allocated or belonging to any
other Series.
(iii) The assets belonging to each particular Series shall be
charged with the liabilities of the Trust in respect of that Series or
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the appropriate Class or Classes thereof and all expenses, costs,
charges and reserves attributable to that Series or Class or Classes
thereof, and any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as belonging
to any particular Series shall be allocated and charged by the
Trustees to and among any one or more of the Series established and
designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. Each
allocation of liabilities, expenses, costs, charges and reserves by
the Trustees shall be conclusive and binding upon the Shareholders of
all Series and Classes for all purposes. The Trustees shall have full
discretion, to the extent not inconsistent with the 1940 Act, to
determine which items are capital; and each such determination and
allocation shall be conclusive and binding upon the Shareholders. The
assets of a particular Series of the Trust shall, under no
circumstances, be charged with liabilities attributable to any other
Series or Class thereof of the Trust. All persons extending credit to,
or contracting with or having any claim against a particular Series or
Class of the Trust shall look only to the assets of that particular
Series for payment of such credit, contract or claim.
(iv) The power of the Trustees to pay dividends and make
distributions shall be governed by Section 7.2 of this Declaration
with respect to any Series or Classes which represent the interests in
the assets of the Trust immediately prior to the establishment of two
or more Series or Classes. With respect to any other Series or Class,
dividends and distributions on Shares of a particular Series or Class
may be paid with such frequency as the Trustees may determine, which
may be daily or otherwise, pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees
may determine, to the holders of Shares of that Series or Class, from
such of the income and capital gains, accrued or realized, from the
assets belonging to that Series, a the Trustees may determine, after
providing for actual and accrued liabilities belonging to that Series
or Class. All dividends and distributions on Shares of a particular
Series or Class shall be distributed pro rata to the Shareholders of
that Series or Class in proportion to the number of Shares of that
Series or Class held by such Shareholders at the time of record
established for the payment of such dividends or distribution.
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(v) Each Share of a Series of the Trust shall represent a
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series or Class thereof shall be entitled to receive his
pro rata share of distributions of income and capital gains made with
respect to such Series or Class net of expenses. Upon redemption of
his Shares or indemnification for liabilities incurred by reason of
his being or having been a Shareholder of a Series or Class, such
Shareholder shall be paid solely out of the funds and property of such
Series of the Trust. Upon liquidation or termination of a Series or
Class thereof of the Trust, Shareholders of such Series or Class
thereof shall be entitled to receive a pro rata share of the net
assets of such Series. A Shareholder of a particular Series of the
Trust shall not be entitled to participate in a derivative or class
action on behalf of any other Series or the Shareholders of any other
Series of the Trust.
(vi) On each matter submitted to a vote of Shareholders, all
Shares of all Series and Classes shall vote as a single class;
provided, however, that (1) as to any matter with respect to which a
separate vote of any Series or Class is required by the 1940 Act or is
required by attributes applicable to any Series or Class or is
required by any Rule 12b-1 plan, such requirements as to a separate
vote by that Series or Class shall apply; (2) to the extent that a
matter referred to in clause (1) above affects more than one Class or
Series and the interests of each such Class or Series in the matter
are identical, then, subject to clause (3) below, the Shares of all
such affected Classes or Series shall vote as a single Class; (3) as
to any matter which does not affect the interests of a particular
Series or Class, only the holders of Shares of the one or more
affected Series or Classes shall be entitled to vote; and (4) the
provisions of the following sentence shall apply. On any matter that
pertains to any particular Class of a particular Series or to any
Class expenses with respect to any Series which matter may be
submitted to a vote of Shareholders, only Shares of the affected Class
or that Series, as the case may be, shall be entitled to vote except
that: (x) to the extent said matter affects Shares of another Class or
Series, such other Shares shall also be entitled to vote, and in such
cases Shares of the affected Class, as the case may be, of such Series
shall be voted in the aggregate together with such other Shares; and
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(y) to the extent that said matter does not affect Shares of a
particular Class of such Series, said Shares shall not be entitled to
vote (except where otherwise required by law or permitted by the
Trustees acting in their sole discretion) even though the matter is
submitted to a vote of the Shareholders of any other Class or Series.
(vii) Except as otherwise provided in this Article V, the
Trustees shall have the power to determine the designations,
preferences, privileges, payment obligations, limitations and rights,
including voting and dividend rights, of each Class and Series of
Shares. Subject to compliance with the requirements of the 1940 Act,
the Trustees shall have the authority to provide that the holders of
Shares of any Series or Class shall have the right to convert or
exchange said Shares into Shares of one or more Series or Classes of
Shares in accordance with such requirements, conditions and procedures
as may be established by the Trustees.
(viii) The establishment and designation of any Series or Classes
of Shares shall be effective upon the execution by a majority of the
then Trustees of an instrument setting forth such establishment and
designation and the relative rights and preferences of such Series or
Classes, or as otherwise provided in such instrument. At any time that
there are no Shares outstanding of any particular Series or Class
previously established and designated, the Trustees may by an
instrument executed by a majority of their number abolish that Series
or Class and the establishment and designation thereof. Each
instrument referred to in this section shall have the status of an
amendment to this Declaration.
Section 5.12. Assent to Declaration of Trust. Every Shareholder, by virtue
of having become a Shareholder, shall be held to have expressly assented and
agreed to the terms hereof and to have become a party hereto.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. Redemption of Shares. (a) All Shares of the Trust shall be
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redeemable, at the redemption price determined in the manner set out in this
Declaration. Redeemed or repurchased Shares may be resold by the Trust. The
Trust may require any Shareholder to pay a sales charge to the Trust, the
underwriter, or any other person designated by the Trustees upon redemption or
repurchase of Shares in such amount and upon such conditions as shall be
determined from time to time by the Trustees.
(b) The Trust shall redeem the Shares of the Trust or any Series
or Class thereof at the price determined as hereinafter set forth, upon the
appropriately verified written application of the record holder thereof (or
upon such other form of request as the Trustees may determine) at such
office or agency as may be designated from time to time for that purpose by
the Trustees. The Trustees may from time to time specify additional
conditions, not inconsistent with the 1940 Act, regarding the redemption of
Shares in the Trust's then effective Prospectus.
Section 6.2. Price. Shares shall be redeemed at a price based on their net
asset value determined a set forth in Section 7.1 hereof as of such time as the
Trustees shall have theretofore prescribed by resolution. In the absence of such
resolution, the redemption price of Shares deposited shall be based on the net
asset value of such Shares next determined as set forth in Section 7.1 hereof
after receipt of such application. The amount of any contingent deferred sales
charge or redemption fee payable upon redemption of Shares may be deducted from
the proceeds of such redemption.
Section 6.3. Payment. Payment of the redemption price of Shares of the
Trust or any Series or Class thereof shall be made in cash or in property to the
Shareholder at such time and in the manner, not inconsistent with the 1940 Act
or other applicable laws, as may be specified from time to time in the Trust's
then effective Prospectus, subject to the provisions of Section 6.4 hereof.
Notwithstanding the foregoing, the Trustees may withhold from such redemption
proceeds any amount arising (i) from a liability of the redeeming Shareholder to
the Trust or (ii) in connection with any Federal or state tax withholding
requirements.
Section 6.4. Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of the
determination of net asset value with respect to Shares of the Trust or of any
Series or Class thereof, the rights of Shareholders (including those who shall
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have applied for redemption pursuant to Section 6.1 hereof but who shall not yet
have received payment) to have Shares redeemed and paid for by the Trust or a
Series or Class thereof shall be suspended until the termination of such
suspension is declared. Any record holder who shall have his redemption right so
suspended may, during the period of such suspension, by appropriate written
notice of revocation at the office or agency where application was made, revoke
any application for redemption not honored and withdraw any Share certificates
on deposit. The redemption price of Shares for which redemption applications
have not been revoked shall be based on the net asset value of such Shares next
determined as set forth in Section 7.1 after the termination of such suspension,
and payment shall be made within seven (7) days after the date upon which the
application was made plus the period after such application during which the
determination of net asset value was suspended.
Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per share determined as of the time when the purchase or contract of
purchase is made or the net asset value as of any time which may be later
determined pursuant to Section 7.1 hereof, provided payment is not made for the
Shares prior to the time as of which such net asset value is determined.
Section 6.6. Redemption of Shareholder's Interest. The Trustees, in their
sole discretion, may cause the Trust to redeem all of the Shares of one or more
Series or Class thereof held by any Shareholder if the value of such Shares held
by such Shareholder is less than the minimum amount established from time to
time by the Trustees.
Section 6.7. Redemption of Shares in Order to Qualify as Regulated
Investment Company Disclosure of Holding. (a) If the Trustees shall, at any time
and in good faith, be of the opinion that direct or indirect ownership of Shares
or other securities of the Trust has or may become concentrated in any Person to
an extent which would disqualify the Trust or any Series of the Trust as a
regulated investment company under the Internal Revenue Code of 1986, then the
Trustees shall have the power by lot or other means deemed equitable by them (i)
to call for redemption by any such Person a number, or principal amount, of
Shares or other securities of the Trust or any Series of the Trust sufficient to
maintain or bring the direct or indirect ownership of Shares or other securities
of the Trust or any Series of the Trust into conformity with the requirements
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for such qualification and (ii) to refuse to transfer or issue Shares or other
securities of the Trust or any Series of the Trust to any Person whose
acquisition of the Shares or other securities of the Trust or any Series of the
Trust in question would result in such disqualification. The redemption shall be
effected at the redemption price and in the manner provided in Section 6.1.
(b) The holders of Shares or other securities of the Trust or any
Series of the Trust shall upon demand disclose to the Trustees in writing
such information with respect to direct and indirect ownership of Shares or
other securities of the Trust or any Series of the Trust as the Trustees
deem necessary to comply with the provisions of the Internal Revenue Code
of 1986, as amended, or to comply with the requirements of any other taxing
authority.
Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also reduce the number of outstanding Shares
of the Trust or any Series of the Trust pursuant to the provisions of Section
7.3.
Section 6.9. Suspension of Right of Redemption. The Trust may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust or a Series
thereof of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Trust or a Series thereof fairly to determine the
value of its net assets, or (iv) during any other period when the Commission may
for the protection of Shareholders of the Trust by order permit suspension of
the tight of redemption or postponement of the date of payment or redemption;
provided that applicable rules and regulations of the Commission shall govern as
to whether the conditions prescribed in clauses (ii), (iii), or (iv) exist. Such
suspension shall take effect at such time as the Trust shall specify but not
later than the close of business on the business day next following the
declaration of suspension, and thereafter them shall be no right of redemption
or payment on redemption until the Trust shall declare the suspension at an end,
except that the suspension shall terminate in any event on the first day on
which said stock exchange shall have reopened or the period specified in (ii) or
(iii) shall have expired (as to which in the absence of an official ruling by
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the Commission, the determination of the Trust shall be conclusive). In the case
of a suspension of the right of redemption, a Shareholder may either withdraw
his request for redemption or receive payment based on the net asset value
existing after the termination of the suspension.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
Section 7.1. Net Asset Value. The net asset value of each outstanding Share
of the Trust or of each Series or Class thereof shall be determined on such days
and at such time or times as the Trustees may determine. The value of the assets
of the Trust or any Series thereof may be determined (i) by a pricing service
which utilizes electronic pricing techniques based on general institutional
trading, (ii) by appraisal of the securities owned by the Trust or any Series of
the Trust, (iii) in certain cases, at amortized cost, or (iv) by such other
method as shall be deemed to reflect the fair value thereof, determined in good
faith by or under the direction of the Trustees. From the total value of said
assets, there shall be deducted all indebtedness, interest, taxes, payable or
accrued, including estimated taxes on unrealized book profits, expenses and
management charges accrued to the appraisal date, net income determined and
declared as a distribution and all other items in the nature of liabilities
which shall be deemed appropriate, as incurred by or allocated to the Trust or
any Series or Class of the Trust. The resulting amount which shall represent the
total net assets of the Trust or Series or Class thereof shall be divided by the
number of Shares of the Trust or Series or Class thereof outstanding at the time
and the quotient so obtained shall be deemed to be the net asset value of the
Shares of the Trust or Series or Class thereof. The net asset value of the
Shares shall be determined at least once on each business day, as of the close
of regular trading on the New York Stock Exchange or as of such other time or
times as the Trustees shall determine. The power and duty to make the daily
calculations may be delegated by the Trustees to the Investment Adviser, the
Administrator, the Custodian, the Transfer Agent or such other Person as the
Trustees by resolution may determine. The Trustees may suspend the daily
determination of net asset value to the extent permitted by the 1940 Act. It
shall not be a violation of any provision of this Declaration of Trust if Shares
are sold, redeemed or repurchased by the Trust at a price other than one based
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on net asset value if the net asset value is affected by one or more errors
inadvertently made in the pricing of portfolio securities or in accruing income,
expenses or liabilities.
Section 7.2. Distributions to Shareholders. (a) The Trustees shall from
time to time distribute ratably among the Shareholders of the Trust or of a
Series or Class thereof such proportion of the net profits, surplus (including
paid-in surplus), capital, or assets of the Trust or such Series held by the
Trustees as they may deem proper. Such distributions may be made in cash or
property (including without limitation any type of obligations of the Trust or
Series or Class or any assets thereof), and the Trustees may distribute ratably
among the Shareholders of the Trust or Series or Class thereof additional Shares
of the Trust or Series or Class thereof issuable hereunder in such manner, at
such times, and on such terms as the Trustees may deem proper. Such
distributions may be among the Shareholders of the Trust or Series or Class
thereof at the time of declaring a distribution or among the Shareholders of the
Trust or Series or Class thereof at such other date or time or dates or times as
the Trustees shall determine. The Trustees may in their discretion determine
that, solely for the purposes of such distributions, Outstanding Shares shall
exclude Shares for which orders have been placed subsequent to a specified time
on the date the distribution is declared or on the next preceding day if the
distribution is declared as of a day on which Boston banks are not open for
business, all as described in the then effective Prospectus. The Trustees may
always retain from the net profits such amount as they may deem necessary to pay
the debts or expenses of the Trust or a Series or Class thereof or to meet
obligations of the Trust or a Series or Class thereof, or as they may deem
desirable to use in the conduct of its affairs or to retain for future
requirements or extensions of the business. The Trustees may adopt and offer to
Shareholders such dividend reinvestment plans, cash dividend payout plans or
related plans as the Trustees shall deem appropriate. The Trustees may in their
discretion determine that an account administration fee or other similar charge
may be deducted directly from the income and other distributions paid on Shares
to a Shareholder's account in each Series or Class of the Trust.
(b) Inasmuch as the computation of net income and gains for
Federal income tax purposes may vary from the computation thereof on the
books, the above provisions shall be interpreted to give the Trustees the
power in their discretion to distribute for any fiscal year as ordinary
dividends and as capital gains distributions, respectively, additional
amounts sufficient to enable the Trust or a Series or Class thereof to
avoid or reduce liability for taxes.
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Section 7.3. Determination of Net Income; Reduction of Outstanding Shares.
Subject to Section 5.11 hereof, the net income of the Series and Classes thereof
of the Trust shall be determined in such manner as the Trustees shall provide by
resolution. Expenses of the Trust or of a Series or Class thereof, including the
advisory or management fee, shall be accrued each day. Each Class shall bear
only expenses relating to its Shares and an allocable share of Series expenses
in accordance with such policies as may be established by the Trustees from time
to time and as are not inconsistent with the provisions of this Declaration of
Trust or of any applicable document filed by the Trust with the Commission or of
the Internal Revenue Code of 1986, as amended. Such net income may be determined
by or under the direction of the Trustees as of the close of trading on the New
York Stock Exchange on each day on which such market is open or as of such other
time or times as the Trustees shall determine, and, except a provided herein,
all the net income of any Series or Class of the Trust, as so determined, may be
declared as a dividend on the Outstanding Shares of such Series or Class. The
Trustees shall have the authority at any time and for any reason to reduce the
number of Shares of any Series or Class by reducing the number of Shares of such
Series or Class by reducing the number of full and fractional shares outstanding
in any such Series or Class. Without limiting the generality of the foregoing,
if, for any reason, the net income of any Series or Class of the Trust
determined at any time is a negative amount or for any other reason, the
Trustees shall have the power with respect to such Series or Class (i) to offset
each Shareholder's pro rata share of such negative amount from the accrued
dividend account of such Shareholder, or (ii) to reduce the number of
Outstanding Shares of such Series or Class by reducing the number of Shares in
the account of such Shareholder by that number of full and fractional Shares
which represents the amount of such excess negative net income, or (iii) to
cause to be recorded on the books of the Trust an asset account in the amount of
such negative net income, which account may be reduced by such amount; provided,
that the same shall thereupon become the property of the Trust with respect to
such Series or Class and shall not be paid to any Shareholder, and provided,
further, that dividends shall not be declared upon the Outstanding Shares of
such Series or Class on or after the day such negative net income is
experienced, until such asset account is reduced to zero. The Trustees shall
have full discretion to determine whether any cash or property received shall be
treated as income or as principal and whether any item of expense shall be
charged to the income or the principal account, and their determination made in
good faith shall be conclusive upon the Shareholders. In the case of stock
dividends received, the Trustees shall have full discretion to determine, in the
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light of the particular circumstances, how much if any of the value thereof
shall be treated as income, the balance, if any, to be treated as principal.
Section 7.4. Power to Modify Foregoing Procedures. Notwithstanding any of
the foregoing provisions of this Article VII, but subject to Section 5.11
hereof, the Trustees may prescribe, in their absolute discretion, such other
bases and times for determining the per Share net asset value of the Shares of
the Trust or a Series or Class thereof or net income of the Trust or a Series or
Class thereof, or the declaration and payment of dividends and distributions as
they may deem necessary or desirable. Without limiting the generality of the
foregoing, the Trustees may establish several Series or Classes of Shares in
accordance with Section 5.11, and declare dividends thereon in accordance with
Section 5.11(d)(iv).
ARTICLE VIII
DURATION; TERMINATION OF TRUST OR A SERIES OR
CLASS; AMENDMENT; MERGERS, ETC.
Section 8.1. Duration. The Trust shall continue without limitation of time
but subject to the provisions of this Article VIII.
Section 8.2. Termination of the Trust or a Series or a Class. The Trust or
any Series or Class thereof may be terminated by (i) the affirmative vote of the
holders of not less than two-thirds of the Shares outstanding and entitled to
vote at any meeting of Shareholders of the Trust or the appropriate Series or
Class thereof, (ii) by an instrument or instruments in writing without a
meeting, consented to by the holders of two-thirds of the Shares of the Trust or
the appropriate Series or Class thereof; provided, however, that if such
termination is recommended by the Trustees, the vote or written consent of the
holders of a majority of the Shares of the Trust or the appropriate Series or
Class thereof outstanding and entitled to vote shall be sufficient authorization
for such termination, or (iii) notice to Shareholders by means of an instrument
in writing signed by a majority of the Trustees, stating that a majority of the
Trustees has determined that the continuation of the Trust or a Series or Class
thereof is not in the best interest of such Series or Class, the Trust or their
respective shareholders as a result of factors or events adversely affecting the
ability of such Series or a Class or the Trust to conduct its business and
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operations in an economically viable manner. Such factors and events may include
(but are not limited to) the inability of a Series or Class or the Trust to
maintain its assets at an appropriate size, changes in laws or regulations
governing the Series or Class or the Trust or affecting assets of the type in
which such Series or Class or the Trust invests or economic developments or
trends having a significant adverse impact on the business or operations of such
Series or Class or the Trust. Upon the termination of the Trust or the Series or
Class:
(i) The Trust, Series or Class shall carry on no business except for
the purpose of winding up its affairs;
(ii) The Trustees shall proceed to wind up the affairs of the Trust,
Series or Class and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust, Series or Class
shall have been wound up, including the power to fulfill or discharge the
contracts of the Trust, Series or Class, collect its assets, sell, convey,
assign, exchange, transfer or otherwise dispose of all or any part of the
remaining Trust Property or Trust Property allocated or belonging to such
Series or Class to one or more persons at public or private sale for
consideration which may consist in whole or in part of cash, securities or
other property of any kind, discharge or pay its liabilities, and do all
other acts appropriate to liquidate its business; provided that any sale,
conveyance, assignment, exchange, transfer or other disposition of all or
substantially all the Trust Property or Trust Property allocated or
belonging to such Series or Class that requires Shareholder approval in
accordance with Section 8.4 hereof shall receive the approval so required;
and
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property or the remaining property of the
terminated Series or Class, in cash or in kind or partly each, among the
Shareholders of the Trust or the Series or Class according to their
respective rights.
(b) After termination of the Trust, Series or Class and
distribution to the Shareholders as herein provided, a majority of the
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Trustees shall execute and lodge among the records of the Trust and
file with the Office of the Secretary of the Commonwealth of
Massachusetts an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all
further liabilities and duties with respect to the Trust or the
terminated Series or Class, and the rights and interests of all
Shareholders of the Trust or the terminated Series or Class shall
thereupon cease.
Section 8.3. Amendment Procedure. (a) This Declaration may be amended by a
vote of the holders of a majority of the Shares outstanding and entitled to vote
or by any instrument in writing, without a meeting, signed by a majority of the
Trustees and consented to by the holders of a majority of the Shares outstanding
and entitled to vote.
(b) The Trustees may amend this Declaration without the vote or
consent of Shareholders if they deem it necessary to conform this
Declaration to the requirements of applicable Federal or state laws or
regulations or the requirements of the regulated investment company
provisions of the Internal Revenue Code of 1986, as amended, or if
requested or required to do so by any Federal agency or by a state
Blue Sky commissioner or similar official, but the Trustees shall not
be liable for failing so to do. The Trustees may also amend this
Declaration without the vote or consent of Shareholders if they deem
it necessary or desirable to change the name of the Trust or Series or
to make any other changes in the Declaration which do not adversely
affect the rights of Shareholders hereunder. Finally, the Trustees may
amend this Declaration without the vote or consent of Shareholders (i)
to add to their duties or obligations or surrender any rights or
powers granted to them herein; (ii) to cure any ambiguity, to correct
or supplement any provision herein which may be inconsistent with any
other provision herein or to make any other provisions with respect to
matters or questions arising under this Declaration which will not be
inconsistent with the provisions of this Declaration; and (iii) to
eliminate or modify any provision of this Declaration which
memorializes or sets forth an existing requirement imposed by or under
(a) any Federal or state statute or any rule, regulation or
interpretation thereof or thereunder or (b) any rule, regulation,
interpretation or guideline of any federal or state agency, now or
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hereafter in effect, including without limitation, requirements set
forth in the 1940 Act and the rules and regulations thereunder (and
interpretations thereof), to the extent any change in applicable law
liberalizes, eliminates or modifies any such requirements, but the
Trustees shall not be liable for failure to do so.
(c) No amendment may be made under this Section 8.3 which would
change any rights with respect to any Shares of the Trust or Series or
Class thereof by reducing the amount payable thereon upon liquidation
of the Trust or Series or Class thereof or by diminishing or
eliminating any voting rights pertaining thereto, except with the vote
or consent of the holders of two-thirds of the Shares of the Trust or
such Series or Class outstanding and entitled to vote. Nothing
contained in this Declaration shall permit the amendment of this
Declaration to impair the exemption from personal liability of the
Shareholders, Trustees, officers, employees and agents of the Trust or
to permit assessments upon Shareholders.
(d) A certificate signed by a majority of the Trustees setting
forth an amendment and reciting that it was duly adopted by the
Shareholders or by the Trustees as aforesaid or a copy of the
Declaration, as amended, and executed by a majority of the Trustees,
shall be conclusive evidence of such amendment when lodged among the
records of the Trust.
Section 8.4. Merger, Consolidation and Sale of Assets. The Trust or any
Series thereof may merge or consolidate with any other corporation, association,
trust or other organization or may sell, lease or exchange all or substantially
all of the Trust Property or Trust Property allocated or belonging to such
Series, including its good will, upon such terms and conditions and for such
consideration when and as authorized at any meeting of Shareholders called for
the purpose by the affirmative vote of the holders of two-thirds of the Shares
of the Trust or such Series outstanding and entitled to vote, or by an
instrument or instruments in writing without a meeting, consented to by the
holders of two-thirds of the Shares of the Trust or such Series; provided,
however, that, if such merger, consolidation, sale, lease or exchange is
recommended by the Trustees, the vote or written consent of the holders of a
majority of the Shares of the Trust or such Series outstanding and entitled to
vote shall be sufficient authorization; and any such merger, consolidation,
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sale, lease or exchange shall be deemed for all purposes to have been
accomplished under and pursuant to Massachusetts law.
Section 8.5. Incorporation. The Trustees may cause to be organized or
assist in Organizing a corporation or corporations under the laws of any
jurisdiction or any other trust, partnership, association or other organization
to take over all of the Trust Property or the Trust Property allocated or
belonging to such Series or to carry on any business in which the Trust shall
directly or indirectly have any interest, and to sell, convey and transfer the
Trust Property or the Trust Property allocated or belonging to such Series to
any such corporation, trust, association or organization in exchange for the
shares or securities thereof or otherwise, and to lend money to, subscribe for
the shares or securities of, and enter into any contracts with any such
corporation, trust, partnership, association or organization, or any
corporation, partnership, trust, association or organization in which the Trust
or such Series holds or is about to acquire shares or any other interest. The
Trustees may also cause a merger or consolidation between the Trust or any
successor thereto and any such corporation, trust, partnership, association or
other organization if and to the extent permitted by law, as provided under the
law then in effect. Nothing contained herein shall be construed as requiring
approval of Shareholders for the Trustees to organize or assist in organizing
one or more corporations, trusts, partnerships, associations or other
organizations and selling, conveying or transferring all or a portion of the
Trust Property to such organization or entities.
ARTICLE IX
REPORTS TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the Shareholders of
each Series a written financial report of the transactions of the Trust and
Series thereof, including financial statements which shall be certified at least
annually by independent public accountants.
ARTICLE X
MISCELLANEOUS
Section 10.1. Execution and Filing. This Declaration and any amendment
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hereto shall be filed in the office of the Secretary of The Commonwealth of
Massachusetts and in such other places as may be required under the laws of
Massachusetts and may also be filed or recorded in such other places as the
Trustees deem appropriate. Each amendment so filed shall be accompanied by a
certificate signed and acknowledged by a Trustee stating that such action was
duly taken in a manner provided herein, and unless such amendment or such
certificate sets forth some later time for the effectiveness of such amendment,
such amendment shall be effective upon its execution. A restated Declaration,
integrating into a single instrument all of the provisions of the Declaration
which are then in effect and operative, may be executed from time to time by a
majority of the Trustees and filed with the Secretary of The Commonwealth of
Massachusetts. A restated Declaration shall, upon execution, be conclusive
evidence of all amendments contained therein and may thereafter be referred to
in lieu of the original Declaration and the various amendments thereto.
Section 10.2. Governing Law. This Declaration is executed by the Trustees
and delivered in The Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of all parties hereto and the validity and
construction of every provision hereof shall be subject to and construed
according to the laws of said Commonwealth.
Section 10.3. Counterparts. This Declaration may be simultaneously executed
in several counterparts, each of which shall be deemed to be an original, and
such counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.
Section 10.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust appears to be a Trustee
hereunder, certifying as to (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution Of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any By-laws adopted by or the identity of any
officers elected by the Trustees, or (f) the existence of any fact or facts
which in any manner relate to the affairs of the Trust, shall be conclusive
evidence as to the matters so certified in favor of any Person dealing with the
Trustees and their successors.
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Section 10.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of legal counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code of 1986, as amended, or with other applicable laws and
regulations, the conflicting provision shall be deemed never to have constituted
a part of this Declaration; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such jurisdiction and shall not
in any manner affect such provision in any other jurisdiction or any
other provision of this Declaration in any jurisdiction.
IN WITNESS WHEREOF, the undersigned have executed this instrument this 7th
day of December, 1993.
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.,
as Trustee and not individually
975 Memorial Drive, #802
Cambridge, Massachusetts 02138
/s/ Margaret B.W. Graham
Margaret B.W. Graham,
as Trustee and not individually
776 Garland Drive
Palo Alto, California 94303
/s/ Richard H. Egdahl
Richard H. Egdahl,
as Trustee and not individually
53 Bay State Road
Boston, Massachusetts 02215
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/s/ John W. Kendrick
John W. Kendrick,
as Trustee and not individually
Hyatt Residence Apt. 1521
8100 Connecticut Avenue
Chevy Chase, Maryland 20815
/s/ Marguerite A. Piret
Marguerite A. Piret,
as Trustee and not individually
162 Washington Street
Belmont, Massachusetts 02178
/s/ David D. Tripple
David D. Tripple,
as Trustee and not individually
6 Woodbine Road
Belmont, Massachusetts 02178
/s/ Stephen K. West
Stephen K. West,
as Trustee and not individually
125 Broad Street
New York, New York 10004
/s/ John Winthrop
John Winthrop,
as Trustee and not individually
One North Adgels Wharf
Charleston, South Carolina 29401
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COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared John F.
Cogan, Jr., to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Pioneer U.S.
Government Trust, and acknowledged that he executed the same as his free act and
deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/ Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
---------------
<PAGE>
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared Margaret
B.W. Graham, to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Pioneer U.S.
Government Trust, and acknowledged that she executed the same as her free act
and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/ Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
---------------
<PAGE>
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared Richard H.
Egdahl, to me known to be the person described in and who executed the foregoing
Amended and Restated Declaration of Trust of the Pioneer U.S. Government Trust,
and acknowledged that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/ Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
---------------
<PAGE>
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared John W.
Hendrick, to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Pioneer U.S.
Government Trust, and acknowledged that he executed the same as his free act and
deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/ Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
---------------
<PAGE>
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared Marguerite
R. Piret, to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Pioneer U.S.
Government Trust, and acknowledged that she executed the same as her free act
and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/ Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
---------------
<PAGE>
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared David D.
Tripple, to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Pioneer U.S.
Government Trust, and acknowledged that he executed the same as his free act and
deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/ Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
---------------
<PAGE>
COMMONWEALTH Of MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared Stephen H.
West, to me known to be the person described in and who executed the foregoing
Amended and Restated Declaration of Trust of the Pioneer U.S. Government Trust,
and acknowledged that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/ Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
---------------
<PAGE>
COMMONWEALTH Of MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared John
Winthrop, to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Pioneer U.S.
Government Trust, and acknowledged that he executed the same a his free act and
deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/ Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
---------------
AMENDMENT TO THE AMENDED AND RESTATED DECLARATION OF TRUST
dated December 7, 1993 of
PIONEER U.S. GOVERNMENT TRUST
The undersigned, being a majority of the Trustees of Pioneer U.S.
Government Trust, a Massachusetts business trust (the "Trust"), acting pursuant
to Article VIII, Section 8.3(b) of the Amended and Restated Declaration of Trust
dated December 7, 1993 of the Trust (the "Declaration"), do hereby amend the
Declaration as follows:
1. Section 1.1 of the Declaration is hereby deleted and replaced with the
following:
Section 1.1. Name. The name of the Trust created hereby is "Pioneer
America Income Trust" (the "Trust").
2. Section 5.11(a) of the Declaration is hereby deleted and replaced with
the following:
Section 5.11. Series or Class Designation. (a) Without limiting the
authority of the Trustees set forth in Section 5.1 to establish and
designate any further Series, it is hereby confirmed that the Trust
consists of the presently Outstanding Shares of one Series: "Pioneer
America Income Trust" (the "Existing Series").
IN WITNESS WHEREOF, the undersigned have executed this instrument this 16th
day of June, 1994.
John F. Cogan, Jr. Marguerite A. Piret
as Trustee and not individually as Trustee and not individually
975 Memorial Drive, #802 162 Washington Street
Cambridge, MA 02138 Belmont, MA 02178
Richard H. Egdahl, M.D. David D. Tripple
as Trustee and not individually as Trustee and not individually
Health Policy Institute 6 Woodbine Road
53 Bay State Road Belmont, MA 02178
Boston, MA 02215
Margaret B.W. Graham Stephen K. West, Esq.
as Trustee and not individually as Trustee and not individually
776 Garland Drive Sullivan & Cromwell
Palo Alto, CA 94303 125 Broad Street
New York, NY 10004
John W. Kendrick John Winthrop
as Trustee and not individually as Trustee and not individually
6363 Waterway Drive 52 King Street
Falls Church, VA 22044 Charleston, SC 29401
PIONEER U.S. GOVERNMENT TRUST
Establishment and Designation
of
Class A Shares and Class B Shares
of Beneficial Interest of
Pioneer U.S. Government Trust
The undersigned, being a majority of the Trustees of Pioneer U.S.
Government Trust, a Massachusetts business trust (the "Fund"), acting pursuant
to Sections 5.1 and 5.11 of the Amended and Restated Declaration of Trust dated
December 7, 1993 of the Fund, as amended from time to time (the "Declaration"),
do hereby divide the shares of beneficial interest of the Fund (the "Shares"),
to create two classes of Shares of the Fund as follows:
1. The two classes of Shares established and designated hereby are "Class
A Shares" and "Class B Shares," respectively.
2. Class A Shares and Class B Shares shall each be entitled to all of the
rights and preferences accorded to Shares under the Declaration.
3. The purchase price of Class A Shares and of Class B Shares, the method
of determining the net asset value of Class A Shares and of Class B
Shares, and the relative dividend rights of holders of Class A Shares
and of holders of Class B Shares shall be established by the Trustees
of the Fund in accordance with the provisions of the Declaration and
shall be set forth in the Fund's Registration Statement on Form N-1A
under the Securities Act of 1933 and/or the Investment Company Act of
1940, as amended and as in effect at the time of issuing such Shares.
4. All Shares of the Fund issued prior to the filing of this instrument
with the Secretary of State of The Commonwealth of Massachusetts shall
be deemed Class A Shares and the Trustees, acting in their sole
discretion, may determine that any Shares of the Fund issued after
such time are Class A Shares, Class B Shares or Shares of any other
class of the Fund hereafter established and designated by the
Trustees.
IN WITNESS WHEREOF, the undersigned have executed this instrument this 7th
day of December, 1993.
John F. Cogan, Jr. Marguerite A. Piret
as Trustee and not individually as Trustee and not individually
975 Memorial Drive, #802 162 Washington Street
Cambridge, MA 02138 Belmont, MA 02178
Richard H. Egdahl, M.D. David D. Tripple
as Trustee and not individually as Trustee and not individually
Health Policy Institute 6 Woodbine Road
53 Bay State Road Belmont, MA 02178
Boston, MA 02215
Margaret B.W. Graham Stephen K. West, Esq.
as Trustee and not individually as Trustee and not individually
776 Garland Drive Sullivan & Cromwell
Palo Alto, CA 94303 125 Broad Street
New York, NY 10004
John W. Kendrick John Winthrop
as Trustee and not individually as Trustee and not individually
Hyatt Residence, Apt. 1521 52 King Street
8100 Connecticat Ave. Charleston, SC 29401
Chevy Chase, MD 20815
MANAGEMENT CONTRACT
THIS AGREEMENT dated this 1st day of January, 1994 between Pioneer U.S.
Government Trust, a Massachusetts business trust (the "Trust"), and Pioneering
Management Corporation, a Delaware corporation (the "Manager").
WITNESSETH
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange Commission (the "Commission") a
registration statement (the "Registration Statement") for the purpose of
registering its shares for public offering under the Securities Act of 1933, as
amended,
WHEREAS, the Trust currently issues one series of shares (the "portfolio").
WHEREAS, the parties hereto deem it mutually advantageous that the Manager
should be engaged, subject to the supervision of the Trust's Board of Trustees
and officers, to manage the Trust,
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Manager do hereby agree as follows:
1. (a) The Manager will regularly provide investment research, advice and
supervision and will furnish continuously an investment program for the
Portfolio consistent with the investment objectives and policies of the
Portfolio. The Manager will determine from time to time what securities shall be
purchased for the Portfolio, what securities shall be held or sold for the
Portfolio's account and what portion of the Portfolio's assets shall be held
uninvested as cash, subject always to the provisions of the Trust's Declaration
of Trust, By-Laws and its registration statements under the 1940 Act and under
the Securities Act of 1933 covering the Trust's shares, as filed with the
<PAGE>
Securities and Exchange Commission, and to the investment objectives, policies
and restrictions of the Portfolio, as each of the same shall be from time to
time in effect, and subject, further, to such policies and instructions as the
Board of Trustees of the Trust may from time to time establish. To carry out
such determinations, the Manager will exercise full discretion and act with
respect to the Portfolio in the same manner and with the same force and effect
as the Trust itself might or could do with respect to purchases, sales or other
transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Manager will, to the extent reasonably required in the conduct
of the business of the Portfolio and upon the Trust's request, furnish research,
statistical and advisory reports upon the industries, businesses, corporations
or securities as to which such requests shall be made, whether or not the
Portfolio shall at the time have any investment in such industries, businesses,
corporations or securities. The Manager will use its best efforts in the
preparation of such reports and will endeavor to consult the persons and sources
believed by it to have information available with respect to such industries,
businesses, corporations or entities.
(c) The Manager will maintain all books and records with respect to the
Portfolio's securities transactions required by sub-paragraphs (b)(5), (6), (9)
and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than those
records being maintained by the custodian or transfer agent appointed by the
Trust with respect to the Portfolio) and preserve such records for the periods
prescribed therefor by Rule 31a-2 of the 1940 Act. The Manager will also provide
to the Board of Trustees such periodic and special reports as the Board may
reasonably request.
2. The Manager recognizes that the Trust may from time to time create
additional investment portfolios, that this agreement relates only to the
management of the assets of the Portfolio, and that the management of the assets
of any additional portfolio of the Trust are subject, or will be subject, to one
or more separate investment management agreements.
3. (a) Except as otherwise provided herein, the Manager, at its own
expense, shall furnish to the Trust office space in the offices of the Manager
or in such other place as may be agreed upon from time to time, and all
2
<PAGE>
necessary office facilities, equipment and personnel for managing the affairs
and investments with respect to the Portfolio, and shall arrange, if desired by
the Trust, for members of the Manager's organization to serve as officers or
agents of the Trust.
(b) The Manager shall pay directly or reimburse the Trust for: (i) the
compensation (if any) of the Trustees who are affiliated with, or interested
persons of, the Manager and all officers of the Trust as such; and (ii) all
expenses not hereinafter specifically assumed by the Trust or the Portfolio
where such expenses are incurred by the Manager or by the Trust or the Portfolio
in connection with the management of the affairs of, and the investment and
reinvestment of the assets of, the Portfolio.
(c) The Trust shall assume and shall pay: (i) charges and expenses for
fund accounting, pricing and appraisal services and related overhead, including,
to the extent such services are performed by personnel of the Manager or its
affiliates, office space and facilities and personnel compensation, training and
benefits; (ii) the charges and expenses of auditors; (iii) the charges and
expenses of any custodian, transfer agent, plan, agent, dividend disbursing
agent and registrar appointed by the Trust with respect to the Portfolio; (iv)
issue and transfer taxes, chargeable to the Trust in connection with securities
transactions to which the Trust is a party; (v) insurance premiums, interest
charges, dues and fees for membership in trade associations and all taxes and
corporate fees payable by the Trust to federal, state or other governmental
agencies; (vi) fees and expenses involved in registering and maintaining
registrations of the Trust and/or its shares with the Commission, state or blue
sky securities agencies and foreign countries, including the preparation of
Prospectuses and Statements of Additional Information for filing with the
Commission; (vii) all expenses of shareholders' and Trustees' meetings and of
preparing, printing and distributing prospectuses, notices, proxy statements and
all reports to shareholders and to governmental agencies; (viii) charges and
expenses of legal counsel to the Trust and to the Trustees; (ix) distribution
fees paid by the Trust in accordance with Rule 12b-1 promulgated by the
Commission pursuant to the 1940 Act; (x) compensation of those Trustees of the
Trust who are not affiliated with or interested persons of the Manager, the
Trust (other than as Trustees), The Pioneer Group, Inc. or Pioneer Funds
Distributor, Inc.; (xi) the cost of preparing and printing share certificates;
and (xii) interest on borrowed money, if any.
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(d) In addition to the expenses described in Section 3(c) above, the
Trust shall pay all brokers' and underwriting commissions chargeable to the
Trust in connection with securities transactions to which the Trust is a party.
4. (a) The Trust shall pay to the Manager, as compensation for the
Manager's services hereunder, a fee at the rate of 0.50% per annum of the
Portfolio's average daily net assets. The management fee payable hereunder shall
be computed daily and paid monthly in arrears. In the event of termination of
this Agreement, the fee provided in this Section shall be computed on the basis
of the period ending on the last business day on which this Agreement is in
effect subject to a pro rata adjustment based on the number of days elapsed in
the current month as a percentage of the total number of days in such month.
(b) If the operating expenses of the Portfolio in any year exceed the
limits set by state securities laws or regulations in states in which shares of
the Portfolio are sold, the amount payable to the Manager under subsection (a)
above will be reduced (but not below $0), and the Manager shall make other
arrangements concerning expenses but, in each instance, only as and to the
extent required by such laws or regulation. If amounts have already been
advanced to the Manager under this Agreement, the Manager will return such
amounts to the Trust to the extent required by the preceding sentence.
(c) In addition to the foregoing, the Manager may from time to time
agree not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the Manager. Any such fee
reduction or undertaking may be discontinued or modified by the Manager at any
time.
5. The Manager will not be liable for any error of judgment or mistake of
law or for any loss sustained by reason of the adoption of any investment policy
or the purchase, sale, or retention of any security on the recommendation of the
Manager, whether or not such recommendation shall have been based upon its own
investigation and research or upon investigation and research made by any other
individual, firm or corporation, but nothing contained herein will be construed
to protect the Manager against any liability to the Trust or Portfolio or its
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard of its
obligations and duties under the Agreement.
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6. (a) Nothing in this Agreement will in any way limit or restrict the
Manager or any of its officers, directors, or employees from buying, selling or
trading in any securities for its or their own accounts or other accounts. The
Manager may act as an investment advisor to any other person, firm or
corporation, and may perform management and any other services for any other
person, association, corporation, firm or other entity pursuant to any contract
or otherwise, and take any action or do any thing in connection therewith or
related thereto; and no such performance of management or other services or
taking of any such action or doing of any such thing shall be in any manner
restricted or otherwise affected by any aspect of any relationship of the
Manager to or with the Trust or deemed to violate or give rise to any duty or
obligation of the Manager to the Trust except as otherwise imposed by law. The
Trust recognizes that Manager, in effecting transactions for its various
accounts, may not always be able to take or liquidate investment positions in
the same security at the same time and at the same price.
(b) In connection with purchases or sales of portfolio securities for
the account of the Portfolio, neither the Manager nor any of its Directors,
officers or employees will act as a principal or agent or receive any commission
except as permitted by the 1940 Act. The Manager shall arrange for the placing
of all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such orders, the Manager
is directed at all times to seek for the Portfolio the most favorable execution
and net price available except as described herein. It is also understood that
it is desirable for the Portfolio that the Manager have access to supplemental
investment and market research and security and economic analyses provided by
brokers who may execute brokerage transactions at a higher cost to the Portfolio
than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, the Manager
is authorized to place orders for the purchase and sale of securities for the
Portfolio's account with such brokers, subject to review by the Trust's Trustees
from time to time with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers may be useful to the
Manager in connection with its or its affiliates services to other clients. In
addition, subject to the Manager's obligation to seek the most favorable
execution and net price available, the Manager may consider the sale of
Portfolio shares in selecting brokers and dealers.
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(c) On occasions when the Manager deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other clients,
the Manager, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be sold or purchased in order to obtain the best
execution and lower brokerage commissions, if any. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Portfolio
and to such clients.
7. This Agreement shall become effective on the date hereof and shall
remain in force until May 31, 1995 and from year to year thereafter, but only so
long as its continuance is approved annually by a vote of the Trustees of the
Trust voting in person, including a majority of its Trustees who are not parties
to this Agreement or interested persons (as the term "interested persons" is
defined in the 1940 Act) of any such parties, at a meeting of Trustees called
for the purpose of voting on such approval or by a vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Portfolio,
subject to the right of the Trust and the Manager to terminate this contract as
provided in Section 8 hereof.
8. Either party hereto may, without penalty, terminate this Agreement by
vote of its Board of Directors or its Board of Trustees, as the case may be, or
by vote of a "majority of its outstanding voting securities" (as defined in the
1940 Act) of the Portfolio and the giving of 60 days' written notice to the
other party.
9. This Agreement shall automatically terminate in the event of its
assignment. For purposes of this Agreement, the term "assignment" shall have the
meaning given it by Section 2(a)(4) of the 1940 Act.
10. The Manager is an independent contractor and not an employee of the
Trust or Portfolio for any purpose. If any occasion should arise in which the
Manager gives any advice to its clients concerning the shares of the Portfolio,
the Manager will act solely as investment counsel for such clients and not in
any way on behalf of the Trust or Portfolio.
11. This Agreement states the entire agreement of the parties hereto, and
is intended to be the complete and exclusive statement of the terms hereof. It
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may not be added to or changed orally, and may not be modified or rescinded
except by a writing signed by the parties hereto and in accordance with the 1940
Act, when applicable.
12. This Agreement and all performance hereunder shall be governed by the
laws of The Commonwealth of Massachusetts, which apply to contracts made and to
be performed in The Commonwealth of Massachusetts.
13. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
14. The parties to this Agreement acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, and of any and every
nature whatsoever shall be satisfied solely out of the assets of the portfolio
affected thereby and that no Trustee, officer or holder of shares of beneficial
interest of the Trust shall be personally liable for any of the foregoing
liabilities. The Trust's Declaration of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of The Commonwealth of
Massachusetts. Such Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
15. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: PIONEER U.S. GOVERNMENT TRUST
/s/ Joseph P. Barri /s/ John F. Cogan, Jr.
ATTEST: PIONEERING MANAGEMENT CORPORATION
/s/ Joseph P. Barri /s/ John F. Cogan, Jr.
AGREEMENT BETWEEN
BROWN BROTHERS HARRIMAN & CO.
AND
PIONEER U. S. GOVERNMENT TRUST
(now Pioneer America Income Trust)
<PAGE>
CUSTODIAN AGREEMENT
AGREEMENT made this 23rd day of December, 1991 between PIONEER U. S.
GOVERNMENT TRUST (the "Fund") and Brown Brothers Harriman & Co. (the
"Custodian");
WITNESSETH: That in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. Employment of Custodian: The Fund hereby employs and appoints the Custodian
as a custodian for the term and subject to the provisions of this Agreement. The
Custodian shall not be under any duty or obligation to require the Fund to
deliver to it any securities or funds owned by the Fund and shall have no
responsibility or liability for or on account of securities or funds not so
delivered. The Fund will deposit with the Custodian copies of the Declaration of
Trust or Certificate of Incorporation and By-Laws (or comparable documents) of
the Fund and all amendments thereto, and copies of such votes and other
proceedings of the Fund as may be necessary for or convenient to the Custodian
in the performance of its duties.
2. Powers and Duties of the Custodian with respect to Property of the Fund held
by the Custodian: Except for securities and funds held by any Subcustodians or
held by the Custodian through a non-U.S. securities depository appointed
pursuant to the provisions of Section 3 hereof, the Custodian shall have and
perform the following powers and duties:
A. Safekeeping - To keep safely the securities and other assets of the Fund that
have been delivered to the Custodian and, on behalf of the Fund, from time to
time to receive delivery of securities for safekeeping.
B. Manner of Holding Securities - To hold securities of the Fund (1) by physical
possession of the share certificates or other instruments representing such
securities in registered or bearer form, or (2) in book-entry form by a
Securities System (as said term is defined in Section 2U).
C. Registered Name; Nominee - To hold registered securities of the Fund (1) in
<PAGE>
the name or any nominee name of the Custodian or the Fund, or in the name or any
nominee name of any Agent appointed pursuant to Section 6F, or (2) in street
certificate form, so-called, and in any case with or without any indication of
fiduciary capacity, provided that securities are held in an account of the
Custodian containing only assets of the Fund or only assets held as fiduciary or
custodian for customers.
D. Purchases - Upon receipt of Proper Instructions, as defined in Section X on
Page 16, insofar as funds are available for the purpose, to pay for and receive
securities purchased for the account of the Fund, payment being made only upon
receipt of the securities (1) by the Custodian, or (2) by a clearing corporation
of a national securities exchange of which the Custodian is a member, or (3) by
a Securities System. However, (i) in the case of repurchase agreements entered
into by the Fund, the Custodian (as well as an Agent) may release funds to a
Securities System or to a Subcustodian prior to the receipt of advice from the
Securities System or Subcustodian that the securities underlying such repurchase
agreement have been transferred by book entry into the Account (as defined in
Section 2U) of the Custodian (or such Agent) maintained with such Securities
System or Subcustodian, so long as such payment instructions to the Securities
System or Subcustodian include a requirement that delivery is only against
payment for securities, (ii) in the case of foreign exchange contracts, options,
time deposits, call account deposits, currency deposits, and other deposits,
contracts or options pursuant to Sections 2J, 2L, 2M and 2N, the Custodian may
make payment therefor without receiving an instrument evidencing said deposit,
contract or option so long as such payment instructions detail specific
securities to be acquired, and (iii) in the case of securities in which payment
for the security and receipt of the instrument evidencing the security are under
generally accepted trade practice or the terms of the instrument representing
the security expected to take place in different locations or through separate
parties, such as commercial paper which is indexed to foreign currency exchange
rates, derivatives and similar securities, the Custodian may make payment for
such securities prior to delivery thereof in accordance with such generally
accepted trade practice or the terms of the instrument representing such
security.
E. Exchanges - Upon receipt of proper instructions, to exchange securities held
by it for the account of the Fund for other securities in connection with any
reorganization, recapitalization, split-up of shares, change of par value,
conversion or other event relating to the securities or the issuer of such
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<PAGE>
securities and to deposit any such securities in accordance with the terms of
any reorganization or protective plan. Without proper instructions, the
Custodian may surrender securities in temporary form for definitive securities,
may surrender securities for transfer into a name or nominee name as permitted
in Section 2C, and may surrender securities for a different number of
certificates or instruments representing the same number of shares or same
principal amount of indebtedness, provided the securities to be issued are to be
delivered to the Custodian.
F. Sales of Securities - Upon receipt of proper instructions, to make delivery
of securities which have been sold for the account of the Fund, but only against
payment therefor (1) in cash, by a certified check, bank cashier's check, bank
credit, or bank wire transfer, or (2) by credit to the account of the Custodian
with a clearing corporation of a national securities exchange of which the
Custodian is a member, or (3) by credit to the account of the Custodian or an
Agent of the Custodian with a Securities System; provided, however, that (i) in
the case of delivery of physical certificates or instruments representing
securities, the Custodian may make delivery to the broker buying the securities,
against receipt therefor, for examination in accordance with "street delivery"
custom, provided that the payment therefor is to be made to the Custodian (which
payment may be made by a broker's check) or that such securities are to be
returned to the Custodian, and (ii) in the case of securities referred to in
clause (iii) of the last sentence of Section 2D, the Custodian may make
settlement, including with respect to the form of payment, in accordance with
generally accepted trade practice relating to such securities or the terms of
the instrument representing said security.
G. Depositary Receipts - Upon receipt of proper instructions, to instruct a
Subcustodian or an Agent to surrender securities to the depositary used by an
issuer of American Depositary Receipts or International Depositary Receipts
(hereinafter collectively referred to as "ADRs") for such securities against a
written receipt therefor adequately describing such securities and written
evidence satisfactory to the Subcustodian or Agent that the depositary has
acknowledged receipt of instructions to issue with respect to such securities
ADRs in the name of the Custodian, or a nominee of the Custodian, for delivery
to the Custodian in Boston, Massachusetts, or at such other place as the
Custodian may from time to time designate.
Upon receipt of proper instructions, to surrender ADRs to the issuer thereof
against a written receipt therefor adequately describing the ADRs surrendered
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<PAGE>
and written evidence satisfactory to the Custodian that the issuer of the ADRs
has acknowledged receipt of instructions to cause its depositary to deliver the
securities underlying such ADRs to a Subcustodian or an Agent.
H. Exercise of Rights; Tender Offers - Upon timely receipt of proper
instructions, to deliver to the issuer or trustee thereof, or to the agent of
either, warrants, puts, calls, rights or similar securities for the purpose of
being exercised or sold, provided that the new securities and cash, if any,
acquired by such action are to be delivered to the Custodian, and, upon receipt
of proper instructions, to deposit securities upon invitations for tenders of
securities, provided that the consideration is to be paid or delivered or the
tendered securities are to be returned to the Custodian.
I. Stock Dividends, Rights, Etc. - To receive and collect all stock dividends,
rights and other items of like nature; and to deal with the same pursuant to
proper instructions relative thereto.
J. Options. - Upon receipt of proper instructions, to receive and retain
confirmations or other documents evidencing the purchase of writing of an option
on a security or securities index by the Fund; to deposit and maintain in a
segregated account, either physically or by book-entry in a Securities System,
securities subject to a covered call option written by the Fund; and to release
and/or transfer such securities or other assets only in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
relating to such securities or other assets a notice or other communication
evidencing the expiration, termination or exercise of such covered option
furnished by The Options Clearing Corporation, the securities or options
exchange on which such covered option is traded or such other organization as
may be responsible for handling such options transactions.
K. Borrowings - Upon receipt of proper instructions, to deliver securities of
the Fund to lenders or their agents as collateral for borrowings effected by the
Fund, provided that such borrowed money is payable to or upon the Custodian's
order as Custodian for the Fund.
L. Demand Deposit Bank Accounts - To open and operate an account or accounts in
the name of the Fund on the Custodian's books subject only to draft or order by
the Custodian. All funds received by the Custodian from or for the account of
the Fund shall be deposited in said account(s). The responsibilities of the
4
<PAGE>
Custodian to the Fund for deposits accepted on the Custodian's books shall be
that of a U. S. bank for a similar deposit.
If and when authorized by proper instructions, the Custodian may open and
operate an additional account(s) in such other banks or trust companies as may
be designated by the Fund in such instructions (any such bank or trust company
so designated by the Fund being referred to hereafter as a "Banking
Institution"), provided that such account(s) (hereinafter collectively referred
to as "demand deposit bank accounts") shall be in the name of the Custodian for
account of the Fund and subject only to the Custodian's draft or order. Such
demand deposit accounts may be opened with Banking Institutions in the United
States and in other countries and may be denominated in either U. S. Dollars or
other currencies as the Fund may determine. All such deposits shall be deemed to
be portfolio securities of the Fund and accordingly the responsibility of the
Custodian therefore shall be the same as and no greater than the Custodian's
responsibility in respect of other portfolio securities of the Fund.
M. Interest Bearing Call or Time Deposits - To place interest bearing fixed term
and call deposits with such banks and in such amounts as the Fund may authorize
pursuant to proper instructions. Such deposits may be placed with the Custodian
or with Subcustodians or other Banking Institutions as the Fund may determine.
Deposits may be denominated in U. S. Dollars or other currencies and need not be
evidenced by the issuance or delivery of a certificate to the Custodian,
provided that the Custodian shall include in its records with respect to the
assets of the Fund appropriate notation as to the amount and currency of each
such deposit, the accepting Banking Institution and other appropriate details,
and shall retain such forms of advice or receipt evidencing the deposit, if any,
as may be forwarded to the Custodian by the Banking Institution. Such deposits,
other than those placed with the Custodian, shall be deemed portfolio securities
of the Fund and the responsibilities of the Custodian therefor shall be the same
as those for demand deposit bank accounts placed with other banks, as described
in Section K of this Agreement. The responsibility of the Custodian for such
deposits accepted on the Custodian's books shall be that of a U.S. bank for a
similar deposit.
N. Foreign Exchange Transactions and Futures Contracts Pursuant to proper
instructions, to enter into foreign exchange contracts or options to purchase
and sell foreign currencies for spot and future delivery on behalf and for the
account of the Fund. Such transactions may be undertaken by the Custodian with
5
<PAGE>
such Banking Institutions, including the Custodian and Subcustodian(s) as
principals, as approved and authorized by the Fund. Foreign exchange contracts
and options other than those executed with the Custodian, shall be deemed to be
portfolio securities of the Fund and the responsibilities of the Custodian
therefor shall be the same as those for demand deposit bank accounts placed with
other banks as described in Section 2L of this agreement. Upon receipt of proper
instructions, to receive and retain confirmations evidencing the purchase or
sale of a futures contract or an option on a futures contract by the Fund; to
deposit and maintain in a segregated account, for the benefit of any futures
commission merchant or to pay to such futures commission merchant, assets
designated by the fund as initial, maintenance or variation "margin" deposits
intended to secure the Fund's performance of its obligations under any futures
contracts purchased or sold or any options on futures contracts written by the
Fund, in accordance with the provisions of any agreement or agreements among any
of the Fund, the Custodian and such futures commission merchant, designated to
comply with the rules of the Commodity Futures Trading Commission and/or any
contract market, or any similar organization or organizations, regarding such
margin deposits; and to release and/or transfer assets in such margin accounts
only in accordance with any such agreements or rules.
0. Stock Loans - Upon receipt of proper instructions, to deliver securities of
the Fund, in connection with loans of securities by the Fund, to the borrower
thereof prior to receipt of the collateral, if any, for such borrowing, provided
that for stock loans secured by cash collateral the Custodian's instructions to
the Securities System require that the Securities System may deliver the
securities to the borrower thereof only upon receipt of the collateral for such
borrowing.
P. Collections - To collect, receive and deposit in said account or accounts all
income, payments of principal and other payments with respect to the securities
held hereunder, and in connection therewith to deliver the certificates or other
instruments representing the securities to the issuer thereof or its agent when
securities are called, redeemed, retired or otherwise become payable; provided,
that the payment is to be made in such form and manner and at such time, which
may be after delivery by the Custodian of the instrument representing the
security, as is in accordance with the terms of the instrument representing the
security, or such proper instructions as the Custodian may receive, or
governmental regulations, the rules of Securities Systems or other U.S.
securities depositories and clearing agencies or, with respect to securities
6
<PAGE>
referred to in clause (iii) of the last sentence of Section 2D, in accordance
with generally accepted trade practice; (ii) to execute ownership and other
certificates and affidavits for all federal and state tax purposes in connection
with receipt of income or other payments with respect to securities of the Fund
or in connection with transfer of securities, and (iii) pursuant to proper
instructions to take such other actions with respect to collection or receipt of
funds or transfer of securities which involve an investment decision.
Q. Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the Shareholder Servicing Agent
or otherwise apply funds or securities, insofar as available, for the payment of
dividends or other distributions to Fund shareholders. Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Shareholder
Servicing Agent (given by such person or persons and in such manner on behalf of
the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities, insofar as available, to the
Shareholder Servicing Agent or as such Agent shall otherwise instruct for
payment to Fund shareholders who have delivered to such Agent a request for
repurchase or redemption of their shares of capital stock of the Fund.
R. Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all forms of
proxies and all notices of meetings and any other notices or announcements
affecting or relating to securities owned by the Fund that are received by the
Custodian, and upon receipt of proper instructions, to execute and deliver or
cause its nominee to execute and deliver such proxies or other authorizations as
may be required. Neither the Custodian nor its nominee shall vote upon any of
such securities or execute any proxy to vote thereon or give any consent or take
any other action with respect thereto (except as otherwise herein provided)
unless ordered to do so by proper instructions.
S. Nondiscretionary Details - Without the necessity of express authorization
from the Fund, (1) to attend to all nondiscretionary details in connection with
the sale, exchange, substitution, purchase, transfer or other dealings with
securities, funds or other property of the Portfolio held by the Custodian
except as otherwise directed from time to time by the Directors or Trustees of
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<PAGE>
the Fund, and (2) to make payments to itself or others for minor expenses of
handling securities or other similar items relating to the Custodian's duties
under this Agreement, provided that all such payments shall be accounted for to
the Fund.
T. Bills - Upon receipt of proper instructions, to pay or cause to be paid,
insofar as funds are available for the purpose,, bills, statements, or other
obligations of the Fund.
U. Deposit of Fund Assets in Securities Systems - The Custodian may deposit
and/or maintain securities owned by the Fund in (i) The Depository Trust
Company, (ii) any book-entry system as provided in Subpart 0 of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, or the book-entry
regulations of federal agencies substantially in the form of Subpart 0, or (iii)
any other domestic clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 which acts
as a securities depository and whose use the Fund has previously approved in
writing (each of the foregoing being referred to in this Agreement as a
"Securities System"). Utilization of a Securities System shall be in accordance
with applicable Federal Reserve Board and Securities and Exchange Commission
rules and regulations, if any, and subject to the following provisions:
1) The Custodian may deposit and/or maintain Fund securities, either directly or
through one or more Agents appointed by the Custodian (provided that any such
agent shall be qualified to act as a custodian of the Fund pursuant to the
Investment Company Act of 1940 and the rules and regulations thereunder), in a
Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund which are
maintained in a Securities System shall identify by book-entry those securities
belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of the Fund
upon (i) receipt of advice from the Securities System that such securities have
been transferred to the Account, and (ii) the making of an entry on the records
of the Custodian to reflect such payment and transfer for the account of the
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<PAGE>
Fund. The Custodian shall transfer securities sold for the account of the Fund
upon (i) receipt of advice from the Securities System that payment for such
securities has been transferred to the Account, and (ii) the making of an entry
on the records of the Custodian to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the Securities System of
transfers of securities for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian or an Agent as referred to above, and
be provided to the Fund at its request. The Custodian shall furnish the Fund
confirmation of each transfer to or from the account of the Fund in the form of
a written advice or notice and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the Securities System
for the account of the Fund on the next business day;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian or any Agent as referred to above on the Securities System's
accounting system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System; and the Custodian and such Agents
shall send to the Fund such reports on their own systems of internal accounting
control as the Fund may reasonably request from time to time.
5) At the written request of the Fund, the Custodian will terminate the use of
any such Securities System on behalf of the Fund as promptly as practicable.
V. Other Transfers - Upon receipt of proper instructions, to deliver securities,
funds and other property of the Fund to a Subcustodian or another custodian of
the Fund; and, upon receipt of proper instructions, to make such other
disposition of securities, funds or other property of the Fund in a manner other
than or for purposes other than as enumerated elsewhere in this Agreement,
provided that the instructions relating to such disposition shall include a
statement of the purpose for which the delivery is to be made, the amount of
securities to be delivered and the name of the person or persons to whom
delivery is to be made.
W. Investment Limitations - In performing its duties generally, and more
particularly in connection with the purchase, sale and exchange of securities
made by or for the Fund, the Custodian may assume unless and until notified in
writing to the contrary that proper instructions received by it are not in
conflict with or in any way contrary to any provisions of the Fund's Declaration
of Trust or Certificate of Incorporation or By-Laws (or comparable documents) or
9
<PAGE>
votes or proceedings of the shareholders or Directors of the Fund. The Custodian
shall in no event be liable to the Fund and shall be indemnified by the Fund for
any violation which occurs in the course of carrying out instructions given by
the Fund of any investment limitations to which the Fund is subject or other
limitations with respect to the Fund's powers to make expenditures, encumber
securities, borrow or take similar actions affecting the Fund.
X. Proper Instructions - Proper instructions shall mean a tested telex from the
Fund or a written request, direction, instruction or certification signed or
initialled on behalf of the Fund by one or more person or persons as the Board
of Directors or Trustees of the Fund shall have from time to time authorized,
provided, however, that no such instructions directing the delivery of
securities or the payment of funds to an authorized signatory of the Fund shall
be signed by such person. Those persons authorized to give proper instructions
may be identified by the Board of Directors or Trustees by name, title or
position and will include at least one officer empowered by the Board to name
other individuals who are authorized to give proper instructions on behalf of
the Fund. Telephonic or other oral instructions given by any one of the above
persons will be considered proper instructions if the Custodian reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. Oral instructions will be
confirmed by tested telex or in writing in the manner set forth above but the
lack of such confirmation shall in no way affect any action taken by the
Custodian in reliance upon such oral instructions. The Fund authorizes the
Custodian to tape record any and all telephonic or other oral instructions given
to the Custodian by or on behalf of the Fund (including any of its officers,
Directors, Trustees, employees or agents) and will deliver to the Custodian a
similar authorization from any investment manager or adviser or person or entity
with similar reponsibilities which is authorized to give proper instructions on
behalf of the Fund to the Custodian. Proper instructions may relate to specific
transactions or to types or classes of transactions, and may be in the form of
standing instructions.
Proper instructions may include communications effected directly between
electromechanical or electronic devices or systems, in addition to tested telex,
provided that the Fund and the Custodian agree to the use of such device or
system.
Y. Segregated Account - The Custodian shall upon receipt of proper instructions
establish and maintain on its books a segregated account or accounts for and on
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behalf of the Fund, into which account or accounts may be transferred cash
and/or securities of the Fund, including securities maintained by the Custodian
pursuant to Section 2U hereof, (i) in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. (or any futures commission merchant registered under
the Commodity Exchange Act) relating to compliance with the rules of the Options
Clearing Corporation and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Fund, (ii) for purposes of segregating cash
or securities in connection with options purchased, sold or written by the Fund
or commodity futures contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies, and (iv) as mutually
agreed from time to time between the Fund and the Custodian.
3. Powers and Duties of the Custodian with Respect to the Appointment of
Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold
securities, funds and other property of the Fund which are maintained outside
the United States at subcustodians appointed pursuant to the provisions of this
Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the
appointment of each Subcustodian and the subcustodian agreement to be entered
into between such Subcustodian and the Custodian, and (2) if the Subcustodian is
organized under the laws of a country other than the United States, the country
or countries in which the Subcustodian is authorized to hold securities, cash
and other property of the Fund. The Fund hereby further authorizes and instructs
the Custodian and any Subcustodian to utilize such securities depositories
located outside the United States which are approved in writing by the Fund to
hold securities, cash and other property of the Fund. Upon such approval by the
Fund, the Custodian is authorized on behalf of the Fund to notify each
Subcustodian of its appointment as such. The Custodian may, at any time in its
discretion, remove any Subcustodian that has been appointed as such but will
promptly notify the Fund of any such action.
Those Subcustodians, and the countries where and the securities depositories
through which they or the Custodian may hold securities, cash and other property
11
<PAGE>
of the Fund which the Fund has approved to date are set forth on Appendix A
hereto. Such Appendix shall be amended from time to time as Subcustodians,
and/or countries and/or securities depositories are changed, added or deleted.
The Fund shall be responsible for informing the Custodian sufficiently in
advance of a proposed investment which is to be held in a country not listed on
Appendix A, in order that there shall be sufficient time for the Fund to give
the approval required by the preceding paragraph and for the Custodian to put
the appropriate arrangements in place with such Subcustodian, including
negotiation of a subcustodian agreement and submission of such subcustodian
agreement to the Fund for approval.
If the Fund shall have invested in a security to be held in a country before the
foregoing procedures have been completed, such security shall be held by such
agent as the Custodian may appoint. In any event, the Custodian shall be liable
to the Fund for the actions of such agent if and only to the extent the
Custodian shall have recovered from such agent for any damages caused the Fund
by such agent. At the request of the Fund, Custodian agrees to remove any
securities held on behalf of the Fund by such agent, if practical, to an
approved Subcustodian. Under such circumstances Custodian will collect income
and respond to corporate actions on a best efforts basis.
With respect to securities and funds held by a Subcustodian, either directly or
indirectly (including by a securities depository or clearing agency),
notwithstanding any provision of this Agreement to the contrary, payment for
securities purchased and delivery of securities sold may be made prior to
receipt of the securities or payment, respectively, and securities or payment
may be received in a form, in accordance with governmental regulations, rules of
securities depositories and clearing agencies, or generally accepted trade
practice in the applicable local market.
In the event that any Subcustodian appointed pursuant to the provisions of this
Section 3 fails to perform any of its obligations under the terms and conditions
of the applicable subcustodian agreement, the Custodian shall use its best
efforts to cause such Subcustodian to perform such obligations. In the event
that the Custodian is unable to cause such Subcustodian to perform fully its
obligations thereunder, the Custodian shall forthwith upon the Fund's request
terminate such Subcustodian in accordance with the termination provisions under
the applicable subcustodian agreement and, if necessary or desirable, appoint
another subcustodian in accordance with the provisions of this Section 3. At the
12
<PAGE>
election of the Fund, it shall have the right to enforce, to the extent
permitted by the subcustodian agreement and applicable law, the Custodian's
rights against any such Subcustodian for loss or damage caused the Fund by such
Subcustodian.
The Custodian will not amend any subcustodian agreement or agree to change or
permit any changes thereunder except upon the prior written approval of the
Fund.
The Custodian may, at any time in its discretion upon notification to the Fund,
terminate any Subcustodian of the Fund in accordance with the termination
provisions under the applicable Subcustodian Agreement, and at the written
request of the Fund, the Custodian will terminate any Subcustodian in accordance
with the termination provisions under the applicable Subcustodian Agreement.
If necessary or desirable, the Custodian may appoint another subcustodian to
replace a Subcustodian terminated pursuant to the foregoing provisions of this
Section 3, such appointment to be made upon approval of the successor
subcustodian by the Fund's Board of Directors or Trustees in accordance with the
provisions of this Section 3.
In the event the Custodian receives a claim from a Subcustodian under the
indemnification provisions of any subcustodian agreement, the Custodian shall
promptly give written notice to the Fund of such claim. No more than thirty days
after written notice to the Fund of the Custodian's intention to make such
payment, the Fund will reimburse the Custodian the amount of such payment except
in respect of any negligence or misconduct of the Custodian.
4. Assistance by the Custodian as to Certain Matters: The Custodian may assist
generally in the preparation of reports to Fund shareholders and others, audits
of accounts, and other ministerial matters of like nature.
5. Powers and Duties of the Custodian with Respect to its Role as Financial
Agent: The Fund hereby also appoints the Custodian as the Funds financial agent.
With respect to the appointment as financial agent, the Custodian shall have and
perform the following powers and duties:
A. Records - To create, maintain and retain such records relating to its
activities and obligations under this Agreement as are required under the
13
<PAGE>
Investment Company Act of 1940 and the rules and regulations thereunder
(including Section 31 thereof and Rules 3la-1 and 3la-2 thereunder) and under
applicable Federal and State tax laws. All such records will be the property of
the Fund and in the event of termination of this Agreement shall be delivered to
the successor custodian.
B. Accounts - To keep books of account and render statements, including interim
monthly and complete quarterly financial statements, or copies thereof, from
time to time as reasonably requested by proper instructions.
C. Access to Records - The books and records maintained by the Custodian
pursuant to Sections 5A and 5B shall at all times during the Custodian's regular
business hours be open to inspection and audit by officers of, attorneys for and
auditors employed by the Fund and by employees and agents of the Securities and
Exchange Commission, provided that all such individuals shall observe all
security requirements of the Custodian applicable to its own employees having
access to similar records within the Custodian and such regulations as may be
reasonably imposed by the Custodian.
D. Disbursements - Upon receipt of proper instructions, to pay or cause to be
paid, insofar as funds are available for the purpose, bills, statements and
other obligations of the Fund (including but not limited to interest charges,
taxes, management fees, compensation to Fund officers and employees, and other
operating expenses of the Fund).
6. Standard of Care and Related Matters:
A. Liability of the Custodian with Respect to Proper Instructions; Evidence of
Authority, Etc. - The Custodian shall not be liable for any action taken or
omitted in reliance upon proper instructions believed by it to be genuine or
upon any other written notice, request, direction, instruction, certificate or
other instrument believed by it to be genuine and signed by the proper party or
parties. The Secretary or Assistant Secretary of the Fund shall certify to the
Custodian the names, signatures and scope of authority of all persons authorized
to give proper instructions or any other such notice, request, direction,
instruction, certificate or instrument on behalf of the Fund, the names and
signatures of the officers of the Fund, the name and address of the Shareholder
Servicing Agent, and any resolutions, votes, instructions or directions of the
Fund's Board of Directors or Trustees or shareholders. Such certificate may be
14
<PAGE>
accepted and relied upon by the Custodian as conclusive evidence of the facts
set forth therein and may be considered in full force and effect until receipt
of a similar certificate to the contrary.
So long as and to the extent that it is in the exercise of reasonable care, the
Custodian shall not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered by it pursuant
to this Agreement.
The Custodian shall be entitled, at the expense of the Fund, to receive and act
upon advice of (i) counsel regularly retained by the Custodian in respect of
custodian matters, (ii) counsel for the Fund, or (iii) such other counsel as the
Fund and the Custodian may agree upon, with respect to all matters, and the
Custodian shall be without liability for any action reasonably taken or omitted
pursuant to such advice.
B. Liability of the Custodian with Respect to Use of Securities System - With
respect to the portfolio securities, cash and other property of the Fund held by
a Securities System, the Custodian shall be liable to the Fund only for any loss
or damage to the Fund resulting from use of the Securities System if caused by
any negligence, misfeasance or misconduct of the Custodian or any of its agents
or of any of its or their employees or from any failure of the Custodian or any
such agent to enforce effectively such rights as it may have against the
Securities System. At the election of the Fund, it shall be entitled to be
subrogated to the rights of the Custodian with respect to any claim against the
Securities System or any other person which the Custodian may have as a
consequence of any such loss or damage to the Fund if and to the extent that the
Fund has not been made whole for any such loss or damage.
C. Liability of the Custodian with respect to Subcustodians The Custodian shall
be liable to the Fund for any loss or damage to the Fund caused by or resulting
from the acts or omissions of any Subcustodian to the extent that under the
terms set forth in the subcustodian agreement between the Custodian and the
Subcustodian (or in the subcustodian agreement between a Subcustodian and any
secondary Subcustodian), the Subcustodian (or secondary Subcustodian) has failed
to perform in accordance with the standard of conduct imposed under such
subcustodian agreement as determined in accordance with the law which is
adjudicated to govern such agreement and in accordance with any determination of
any court as to the duties of said Subcustodian pursuant to said agreement. The
15
<PAGE>
Custodian shall also be liable to the Fund for its own negligence in
transmitting any instructions received by it from the Fund and for its own
negligence in connection with the delivery of any securities or funds held by it
to any Subcustodian.
D. Standard of Care; Liability; Indemnification - The Custodian shall be held
only to the exercise of reasonable care and diligence in carrying out the
provisions of this Agreement,, provided that the Custodian shall not thereby be
required to take any action which is in contravention of any applicable law.
The Fund agrees to indemnify and hold harmless the Custodian and its nominees
from all claims and liabilities (including counsel fees) incurred or assessed
against it or its nominees in connection with the performance of this Agreement,
except such as may arise from its or its nominee's breach of the relevant
standard of conduct set forth in this Agreement. Without limiting the foregoing
indemnification obligation of the Fund, the Fund agrees to indemnify the
Custodian and any nominee in whose name portfolio securities or other property
of the Fund is registered against any liability the Custodian or such nominee
may incur by reason of taxes assessed to the Custodian or such nominee or other
costs, liability or expense incurred by the Custodian or such nominee resulting
directly or indirectly from the fact that portfolio securities or other property
of the Fund is registered in the name of the Custodian or such nominee. It is
also understood that the Custodian shall not be liable for any loss involving
any securities, currencies, deposits or other property of the Fund, whether
maintained by it, a Subcustodian, a securities depository, an agent of the
Custodian or a Subcustodian, a Securities System, or a Banking Institution, or
for any loss arising from a foreign currency transaction or contract, where the
loss results from a Sovereign Risk or where the entity maintaining such
securities, currencies, deposits or other property of the Fund, whether the
Custodian, a Subcustodian, a securities depository, an agent of the Custodian or
a Subcustodian, a Securities System or a Banking Institution, has exercised
reasonable care maintaining such property or in connection with the transaction
involving such property. A "Sovereign Risk" shall mean nationalization,
expropriation, devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de facto or de
jure; or enactment, promulgation, imposition or enforcement by any such
governmental authority of currency restrictions, exchange controls, taxes,
levies or other charges affecting the Fund's property; or acts of war,
terrorism, insurrection or revolution; or any other act or event beyond the
Custodian's control.
16
<PAGE>
E. Reimbursement of Advances - The Custodian shall be entitled to receive
reimbursement from the Fund on demand, in the manner provided in Section 7, for
its cash disbursements, expenses and charges (including the fees and expenses of
any Subcustodian or any Agent) in connection with this Agreement, but excluding
salaries and usual overhead expenses.
F. Security for Obligations to Custodian - If the Fund shall require the
Custodian to advance cash or securities for any purpose for the benefit of the
Fund, including in connection with foreign exchange contracts or options
(collectively, an "Advance"), or if the Custodian or any nominee thereof shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Agreement (collectively a
"Liability"), except such as may arise from its or such nominee's breach of the
relevant standard of conduct set forth in this Agreement, then in such event any
property at any time held for the account of the Fund by the Custodian or a
Subcustodian shall be security for such Advance or Liability and if the Fund
shall fail to repay or indemnify the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's property,
including securities, to the extent necessary to obtain reimbursement or
indemnification.
G. Appointment of Agents - The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust company
as its agent (an "Agent") to carry out such of the provisions of this Agreement
as the Custodian may from time to time direct, provided, however, that the
appointment of such Agent (other than an Agent appointed pursuant to the third
paragraph of Section 3) shall not relieve the Custodian of any of its
responsibilities under this agreement.
H. Powers of Attorney - Upon request, the Fund shall deliver to the Custodian
such proxies, powers of attorney or other instruments as may be reasonable and
necessary or desirable in connection with the performance by the Custodian or
any Subcustodian of their respective obligations under this Agreement or any
applicable subcustodian agreement.
7. Compensation of the Custodian: The Fund shall pay the Custodian a custody fee
based on such fee schedule as may from time to time be agreed upon in writing by
the Custodian and the Fund. Such fee, together with all amounts for which the
Custodian is to be reimbursed in accordance with Section 6D, shall be billed to
the Fund in such a manner as to permit payment by a direct cash payment to the
Custodian.
17
<PAGE>
8. Termination; Successor Custodian: This Agreement shall continue in full force
and effect until terminated by either party by an instrument in writing
delivered or mailed, postage prepaid, to the other party, such termination to
take effect not sooner than seventy five (75) days after the date of such
delivery or mailing. In the event of termination the Custodian shall be entitled
to receive prior to delivery of the securities, funds and other property held by
it all accrued fees and unreimbursed expenses the payment of which is
contemplated by Sections 6D and 7, upon receipt by the Fund of a statement
setting forth such fees and expenses.
In the event of the appointment of a successor custodian, it is agreed that the
funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the Fund in execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian for the Custodian under this Agreement.
9. Amendment: This Agreement constitutes the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof. No provision of
this Agreement may be amended or terminated except by a statement in writing
signed by the party against which enforcement of the amendment or termination is
sought.
In connection with the operation of this Agreement, the Custodian and the Fund
may agree in writing from time to time on such provisions interpretative of or
in addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. No interpretative or
additional provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Agreement.
The section headings in this Agreement are for the convenience of the parties
and in no way alter, amend, limit or restrict the contractual obligations of the
parties set forth in this Agreement.
10. Governing Law: This instrument is executed and delivered in The Commonwealth
of Massachusetts and shall be governed by and construed according to the laws of
said Commonwealth.
11. Notices: Notices and other writings delivered or mailed postage prepaid to
the Fund addressed to the Fund at 60 State Street, Boston, Massachusetts 02109
18
<PAGE>
or to such other address as the Fund may have designated to the Custodian in
writing, or to the Custodian at 40 Water Street, Boston, Massachusetts 02109,
Attention: Manager, Securities Department, or to such other address as the
Custodian may have designated to the Fund in writing, shall be deemed to have
been properly delivered or given hereunder to the respective addressee.
12. Binding Effect: This Agreement shall be binding on and shall inure to the
benefit of the Fund and the Custodian and their respective successors and
assigns, provided that neither party hereto may assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of the
other party.
13. Counterparts: This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original. This Agreement shall become effective
when one or more counterparts have been signed and delivered by each of the
parties.
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in its name and behalf on the day and year first above written.
PIONEER U. S. GOVERNMENT TRUST BROWN BROTHERS HARRIMAN
& CO.
By _________________________ per pro
- --------------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of the Pioneer
America Income Trust Post-Effective Amendment No. 9 to Registration Statement
File No. 33-20795 and Amendment No. 10 to Registration Statement File No.
811-5516.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 20, 1995
DEAR SHAREOWNERS,
- -------------------------------------------------------------------------------
Pioneer America Income Trust closed its seventh fiscal year on December 31,
1994. Over the past year, bond investors witnessed economic growth and, with
it, the threat of rising inflation. These events pushed up interest rates, re-
sulting in price declines for most bonds, including those that make up your
Fund.
HOW YOUR FUND PERFORMED
For the 12 months ended December 31, 1994, we report the following:
. Class A shares --The Fund paid daily dividends totaling $0.66 per share dur-
ing the fiscal year. The Fund's 30-day SEC yield was 6.75% as of December
31, 1994. This yield is based on a standard formula prescribed by the Secu-
rities and Exchange Commission./1/ Net asset value stood at $9.41 per share,
versus $10.48 one year ago. The Fund's one-year total return was -3.97%
based on net asset value and assuming the reinvestment of distributions.
. Class B shares --The Fund paid shareowners a total of $0.40 per share in
dividends since it was introduced April 29, 1994. As of December 31, 1994,
the Fund's 30-day SEC yield was 6.34%. This yield was calculated by
annualizing the most recent dividend payment./1/ Net asset value stood at
$9.40 per share, versus $9.85 on April 29. The Fund's total return for the
period was -0.57% assuming shares were held throughout the period and dis-
tributions were reinvested.
Pioneer America Income Trust's 12-month total return outpaced its peers, ac-
cording to Lipper Analytical Services, an independent mutual fund research
firm. For the year ended December 31, 1994, the average return in the general
U.S. government fund universe was -4.63%. Lipper tracked 145 funds for the pe-
riod.
For additional performance information, please turn to page 3.
STRIVING FOR INCOME, RELATIVE STABILITY
IN A DIFFICULT BOND MARKET
Your Fund is designed to provide shareowners with high current income from a
high-quality portfolio. The Fund only invests in securities issued by the U.S.
government or selected federal agencies. All of the Fund's holdings carry the
government's "full faith and credit" backing, which guarantees that all of the
Fund's holdings will pay interest and principal payments on time and in whole.
Of course, the guarantee does not extend to the price or yield of Fund shares.
Over the past year, however, prices of all qualities of bonds fell to levels
investors had not seen in some time. This occurred as a result of the Federal
Reserve's (the Fed) decision to raise short-term interest rates. Strong eco-
nomic data for the last quarter of 1993, coupled with historically low inter-
est rates of 3%, prompted the Fed to raise the federal funds rate (the rate
member banks charge one another for overnight loans) in an attempt to slow
growth and restrict inflation. The first increase came in February, with addi-
tional jumps coming in March, April, May, August, and November. This brought
the federal funds rate to a three-year high of 5.5%. (On February 1, the Fed
acted again, lifting short-term interest rates to 6%.) While the Fed hoped
these rate hikes would quell inflationary fears, continued economic growth and
investor uncertainty about even higher interest rate movement created volatil-
ity within financial markets worldwide.
In order to minimize your Fund's exposure to the declines in bond prices, your
management reduced the Fund's exposure to long-term bonds over the course of
the year. By December 31, the Fund held no securities with a maturity greater
than 12 years. Instead, the bulk of securities had maturities ranging from
two-to-five years (29%) or seven-to-10 years (26%). Overall, the portfolio had
an average maturity of approximately six years at the close of 1994. Bonds in
this maturity range, while unable to avoid the price declines that occurred in
almost all government securities (regardless of maturity), provided greater
liquidity and less volatility than their longer-term counterparts. At the same
time, this maturity range worked to enhance the Fund's income stream, which
increased slightly as interest rates rose throughout the year.
/1/ The Fund's manager voluntarily waived a portion of its management fee;
otherwise the SEC yields for Class A shares and Class B shares would have
been 6.69% and 6.28%, respectively.
<PAGE>
[PIE CHART APPEARS HERE]
YEARS PERCENTAGE
----- ----------
2-5 29%
7-10 26%
10-12 19%
5-7 15%
0-2 11%
Your management also actively allocates the Fund's holdings between government
and agency issues. As of December 31, 1994, Treasury obligations accounted for
66% of the portfolio, with 34% in U.S. government agencies. This conservative
focus provides investors with a sense of security in knowing that the Fund
chooses only high-quality investments and that management will not subject the
Fund to riskier, more exotic investments.
LOOKING AHEAD
In 1994, investors saw interest rates move to their highest levels in three
years. And while fixed-income investors are aware that bond prices move in the
opposite direction of interest rates, the unavoidable relationship nonetheless
frightened many investors, causing emotions to enter the market. As debate
lingers about whether the Fed will raise rates further, the fact remains that
the past year was disappointing for the overall bond market. On a more posi-
tive note, the economy (despite conflicting signs) does appear to be cooling,
which leads to optimism that the biggest increases in interest rates may be
behind us.
Your Fund's management remains committed to monitoring and adjusting Pioneer
America Income Trust's portfolio to adapt to these changing conditions. We
think the Fund's holdings with less than 10 years to maturity should remain
helpful in reducing volatility and generating a solid stream of current in-
come. And, as always, shareowners should continue to take comfort in the
Fund's strategy of investing in bonds that carry the U.S. government's guaran-
tee.
As a final note, we once again would like to welcome shareowners from Pioneer
America Fund, as well as the Fund's new shareowners, to the newly named Pio-
neer America Income Trust. We are confident that your Fund will continue its
tradition of providing current income and capital preservation.
Please read on through the following pages, which provide the audited schedule
of investments and financial statements. If you have any questions about your
investment in Pioneer America Income Trust, please contact your investment
representative, or call Pioneer at 1-800-225-6292.
Respectfully,
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman and President,
Pioneer America Income Trust
February 10, 1995
2
<PAGE>
GROWTH OF A $10,000 INVESTMENT*
This chart shows the growth of a $10,000 investment made in Pioneer America
Income Trust (Class A) at public offering price, compared to the growth of the
Lehman Government Bond Index.+
[GRAPH APPEARS HERE]
PIONEER AMERICA INCOME TRUST
(CLASS A)
Average Annual Total Returns
(as of December 31, 1994)
Life of
Fund
1 year (6/1/88)
------ --------
Net Asset Value -3.97% 7.20%
Public Offering Price* -8.26 6.45
Pioneer America
Income Trust (Class A) Lehman Government Bond Index
---------------------- ----------------------------
6/88+ $ 9,550 $10,000
12/88 9,799 10,265
6/89 10,439 11,208
12/89 10,926 11,725
6/90 11,283 11,985
12/90 11,909 12,747
6/91 12,385 13,199
12/91 13,354 14,700
6/92 13,731 15,014
12/92 14,246 15,762
6/93 15,197 16,951
12/93 15,538 17,442
6/94 14,871 16,724
12/94 14,921 16,853
* Reflects deduction of the maximum 4.5% sales charge at the beginning of the
period and assumes reinvestment of all distributions at net asset value.
+ Index comparisons begin June 30, 1988.
The Lehman Government Bond Index is an unmanaged measure of public
obligations of the U.S. Treasury, all publicly issued debt of U.S. government
agencies and quasi-federal corporations, and corporate debt guaranteed by the
U.S. government.
Past performance does not guarantee future results. Returns would have been
lower without the manager's voluntary fee waiver. Share price and return
fluctuate and your shares, when redeemed, may be worth more or less than
their original cost.
3
<PAGE>
GROWTH OF A $10,000 INVESTMENT**
This chart shows the growth of a $10,000 investment made in Pioneer America
Income Trust (Class B), compared to the growth of the Lehman Government Bond
Index.+
[GRAPH APPEARS HERE]
PIONEER AMERICA INCOME TRUST (CLASS B)
Average Annual Total Returns
(as of December 31, 1994)
Life of
fund
(4/29/94)
---------
Returned If Not Redeemed -0.57%
Return If Redeemed** -4.39
Pioneer America
Income Trust (Class A) Lehman Government Bond Index
---------------------- ----------------------------
4/94+ $10,000 $10,000
5/94 9,986 9,987
6/94 9,952 9,964
7/94 10,113 10,147
8/94 10,121 10,149
9/94 9,978 10,006
10/94 9,949 9,999
11/94 9,898 9,981
12/94 9,545 10,041
** Reflects deduction of the maximum 4.0% Contingent Deferred Sales Charge at
the end of the period and assumes reinvestment of all distributions at net
asset value.
+ Index comparisons begin April 30, 1994.
The Lehman Government Bond Index is an unmanaged measure of public
obligations of the U.S. Treasury, all publicly issued debt of U.S. government
agencies and quasi-federal corporations, and corporate debt guaranteed by the
U.S. government.
Past performance does not guarantee future results. Returns would have been
lower without the manager's voluntary fee waiver. Share price and return
fluctuate and your shares, when redeemed, may be worth more or less than
their original cost.
4
<PAGE>
PLEASE TURN PAGE FOR
SCHEDULE OF INVESTMENTS
5
<PAGE>
SCHEDULE OF INVESTMENTS--PIONEER AMERICA INCOME TRUST--DECEMBER 31, 1994
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT INVESTMENT IN SECURITIES-98.8% VALUE
- -------------------------------------------------------------------------------
<C> <S> <C>
U.S. GOVERNMENT AGENCIES--33.3%
Government National Mortgage Association
$ 162,473 GNMA Midget, 9.0%, 2004 to 2005.................... $ 163,128
1,074,475 GNMA Midget, 9.5%, 2003 to 2006.................... 1,106,802
1,650,427 GNMA Midget, 10.0%, 2001 to 2006................... 1,726,916
263,969 GNMA Midget, 10.5%, 1998 to 2003................... 279,558
16,500,000 GNMA REMIC Series, 94-1 PE, 7.5%, 2022............. 15,583,590
14,749,550 GNMA, 8.0%, 2024................................... 14,491,432
13,017,813 GNMA, 9.0%, 2016 to 2024........................... 13,029,226
591,835 GNMA, 9.5%, 2019 to 2021........................... 603,598
2,656,498 GNMA, 10.0%, 2016 to 2020.......................... 2,789,626
380,494 GNMA, 10.5%, 2017 to 2019.......................... 406,283
------------
$ 50,180,159
------------
Other Government Agency Obligations
4,275,000 Financial Assistance Corp., 9.45%, 2003............ $ 4,451,344
------------
Total U.S. Government Agencies (Cost $55,965,912).. $ 54,631,503
------------
U.S. GOVERNMENT SECURITIES--65.5%
915,000 U.S. Treasury Bonds, 8.25%, 2005................... $ 917,571
3,000,000 U.S. Treasury Bonds, 8.375%, 2008.................. 3,062,820
1,000,000 U.S. Treasury Bonds, 8.75%, 2008................... 1,044,840
2,590,000 U.S. Treasury Bonds, 9.125%, 2009.................. 2,773,735
5,595,000 U.S. Treasury Bonds, 10.0%, 2010................... 6,375,670
4,000,000 U.S. Treasury Bonds, 10.375%, 2009................. 4,643,760
4,000,000 U.S. Treasury Notes, 7.5%, 2001.................... 3,926,880
6,000,000 U.S. Treasury Notes, 7.5%, 2002.................... 5,889,360
4,000,000 U.S. Treasury Notes, 7.75%, 2001................... 3,983,760
2,000,000 U.S. Treasury Notes, 7.875%, 1998.................. 2,001,880
4,000,000 U.S. Treasury Notes, 7.875%, 2001.................. 4,008,120
7,500,000 U.S. Treasury Notes, 8.0%, 1996.................... 7,539,825
940,000 U.S. Treasury Notes, 8.0%, 1997.................... 944,850
5,990,000 U.S. Treasury Notes, 8.0%, 2001.................... 6,036,782
3,095,000 U.S. Treasury Notes, 8.25%, 1998................... 3,133,192
14,485,000 U.S. Treasury Notes, 8.5%, 1997.................... 14,699,957
5,000,000 U.S. Treasury Notes, 8.5%, 1997.................... 5,075,000
6,000,000 U.S. Treasury Notes, 8.75%, 1997................... 6,135,000
5,000,000 U.S. Treasury Notes, 8.875%, 2000.................. 5,229,700
3,750,000 U.S. Treasury Notes, 9.0%, 1998.................... 3,875,963
2,000,000 U.S. Treasury Notes, 9.25%, 1996................... 2,038,120
3,000,000 U.S. Treasury Notes, 9.25%, 1998................... 3,130,320
2,680,000 U.S. Treasury Notes, 9.375%, 1996.................. 2,739,469
2,255,000 U.S. Treasury Notes, 9.5%, 1995.................... 2,299,401
780,000 U.S. Treasury Notes, 10.375%, 1995................. 791,092
2,775,000 U.S. Treasury Notes, 10.5%, 1995................... 2,834,829
2,000,000 U.S. Treasury Notes, 10.75%, 2003.................. 2,347,180
------------
Total U.S. Government Securities (Cost
$113,360,517)..................................... $107,479,076
------------
TOTAL INVESTMENT IN SECURITIES (COST $169,326,429). $162,110,579
------------
ALL OTHER ASSETS, LESS LIABILITIES--1.2%........... $ 1,917,919
------------
TOTAL NET ASSETS--100%............................. $164,028,498
============
</TABLE>
Note: The Trust's investments in mortgage-backed securities of the Government
National Mortgage Association (GNMA) are interests in separate pools of
mortgages. All separate investments in this issuer which have the same
coupon rate have been aggregated for the purpose of presentation in this
schedule of investments.
6
<PAGE>
BALANCE SHEET--DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments in securities, at value (identified cost and cost
for federal income tax purposes $169,326,429; see Schedule of
Investments and Notes 1, 2 and 3)............................. $162,110,579
Receivables--
Interest....................................................... 2,350,168
Trust shares sold.............................................. 470,686
Due from Pioneering Management Corporation (Note 4)............ 19,778
Other.......................................................... 11,221
------------
Total assets.................................................. $164,962,432
------------
LIABILITIES:
Payables--
Trust shares repurchased................... ................... $ 286,847
Dividends...................................................... 224,290
Due to bank.................................................... 229,696
Other.......................................................... 10,067
Accrued expenses (Notes 4, 5 and 6)............................ 183,034
------------
Total liabilities............................................. $ 933,934
------------
NET ASSETS:
Paid-in capital................................................ $176,605,523
Accumulated undistributed net investment income (Note 2)....... 52,709
Accumulated net realized loss on investments (Note 2).......... (5,413,884)
Net unrealized loss on investments (Notes 1 and 2)............. (7,215,850)
------------
Total net assets.............................................. $164,028,498
============
NET ASSET VALUE PER SHARE:
Class A--(based on $161,858,212/17,206,644 shares of benefi-
cial interest outstanding--unlimited number of shares autho-
rized)....................................................... $ 9.41
============
Class B--(based on $2,170,286/230,859 shares of beneficial
interest outstanding--unlimited number of shares authorized). $ 9.40
============
MAXIMUM OFFERING PRICE:
Class A....................................................... $ 9.85
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
STATEMENT OF OPERATIONS--FOR THE YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME (NOTE 1):
Interest........................................................ $ 10,824,935
EXPENSES:
Management fees (Note 4)............................ $ 692,136
Distribution fees (Note 6)
Class A............................................. 344,155
Class B............................................. 7,649
Transfer fees (Note 5)
Class A............................................. 219,238
Class B............................................. 1,123
Registration fees................................... 35,349
Professional fees................................... 95,101
Accounting.......................................... 80,856
Custodian fees...................................... 29,365
Printing............................................ 21,537
Fees and expenses of nonaffiliated trustees......... 18,430
Miscellaneous....................................... 24,666
----------
Total expenses..................................... $1,569,605
Less management fees waived by Pioneering Manage-
ment Corporation (Note 4)......................... 155,511
----------
Net expenses................................................... $ 1,414,094
------------
Net investment income........................................ $ 9,410,841
------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments................................ $ (5,382,396)
Net decrease in unrealized gain on investments.................. (9,650,678)
------------
Net loss on investments........................................ $(15,033,074)
------------
Net decrease in net assets resulting from operations......... $ (5,622,233)
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 1994 AND
1993
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
FROM OPERATIONS:
Net investment income............................ $ 9,410,841 $ 6,248,339
Net realized gain (loss) on investments.......... (5,382,396) 316,675
Net increase (decrease) in unrealized
gain on investments............................. (9,650,678) 1,589,595
------------ ------------
Net increase (decrease) in net assets resulting
from operations................................. $ (5,622,233) $ 8,154,609
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income
Class A ($0.66 and $0.67 per share,
respectively).................................. $ (9,314,482) $ (6,208,496)
Class B ($0.40 and $0.00 per share,
respectively).................................. (47,215) --
From realized gains on investments
Class A ($0.035 and $0.00 per share,
respectively).................................. -- (355,887)
------------ ------------
Decrease in net assets resulting from
distributions to shareholders................... $ (9,361,697) $ (6,564,383)
------------ ------------
FROM TRUST SHARE TRANSACTIONS:
Net proceeds from sale of shares................. $110,576,083 $ 50,752,451
Net asset value of shares issued to shareholders
in reinvestment of dividends.................... 7,078,526 4,864,936
Cost of shares repurchased....................... (44,533,695) (36,740,898)
------------ ------------
Net increase in net assets resulting from
trust share transactions....................... $ 73,120,914 $ 18,876,489
------------ ------------
Net increase in net assets.................... $ 58,136,984 $ 20,466,715
NET ASSETS:
Beginning of year................................ 105,891,514 85,424,799
------------ ------------
End of year (including accumulated undistributed
net investment income of $52,709 and $3,565,
respectively)................................... $164,028,498 $105,891,514
============ ============
</TABLE>
<TABLE>
<CAPTION>
1994 1993
------------------------ ------------------------
SHARES AMOUNT SHARES AMOUNT
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
CLASS A
Shares sold.............. 10,868,373 $107,749,001 4,799,690 $ 50,752,451
Shares issued to
shareholders in
reinvestment of
distributions........... 723,067 7,040,310 460,891 4,864,936
Less shares repurchased.. (4,464,315) (43,692,421) (3,473,721) (36,740,898)
---------- ------------ ---------- ------------
Net increase............. 7,127,125 $ 71,096,890 1,786,860 $ 18,876,489
========== ============ ========== ============
CLASS B *
Shares sold.............. 292,379 $2,827,082
Shares issued to
shareholders in
reinvestment of
distributions........... 4,004 38,216
Less shares repurchased.. (86,801) (841,274)
---------- ------------
Net increase............. 209,582 $2,024,024
========== ============
</TABLE>
* Class B shares were first publicly offered on April 29, 1994.
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
FINANCIAL HIGHLIGHTS--SELECTED DATA FOR A SHARE OUTSTANDING FOR THE PERIODS
PRESENTED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MAY 31
FOR THE YEAR ENDED DECEMBER 31, TO
--------------------------------------------------------- DECEMBER 31,
1994+ 1993 1992 1991 1990 1989 1988
------- ------- ------- ------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A
Net asset value,
beginning of period... $ 10.48 $ 10.27 $ 10.35 $ 10.03 $ 10.04 $ 9.86 $ 10.00
------- ------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income. $ 0.66 $ 0.68 $ 0.73 $ 0.84 $ 0.87 $ 0.90 $ 0.51
Net realized and
unrealized gain
(loss) on
investments.......... (1.07) 0.24 (0.07) 0.33 (0.02) 0.18 (0.14)
------- ------- ------- ------- ------- ------- -------
Total income (loss)
from investment
operations.......... $ (0.41) $ 0.92 $ 0.66 $ 1.17 $ 0.85 $ 1.08 $ 0.37
DISTRIBUTIONS TO
SHAREHOLDERS:
From net investment
income............... (0.66) (0.67) (0.73) (0.85) (0.86) (0.90) (0.51)
From net realized
capital gains........ 0.00 (0.04) (0.01) -- -- -- --
------- ------- ------- ------- ------- ------- -------
Net increase (decrease)
in net asset value.... $ (1.07) $ 0.21 $ (0.08) $ 0.32 $ (0.01) $ 0.18 $ (0.14)
------- ------- ------- ------- ------- ------- -------
Net asset value, end of
period................ $ 9.41 $ 10.48 $ 10.27 $ 10.35 $ 10.03 $ 10.04 $ 9.86
======= ======= ======= ======= ======= ======= =======
Total return *......... (3.97)% 9.07% 6.67% 12.14% 8.99% 11.49% 3.76%
Ratio of net operating
expenses to average
net assets............ 1.00 % 1.00% 1.03% 0.75% 0.75% 0.75% 0.67%**
Ratio of net investment
income to average net
assets................ 6.84 % 6.37% 7.01% 8.07% 8.75% 9.10% 8.86%**
Portfolio turnover
rate.................. 60.50 % 41.50% 54.50% 36.54% 69.12% 66.06% 61.20%**
Net assets, end of
period (in thousands). $161,858 $105,892 $85,425 $43,711 $17,160 $10,533 $4,634
RATIOS ASSUMING NO
WAIVER OF FEES OR
ASSUMPTION OF
EXPENSES:
Net operating
expenses............. 1.12% 1.13% 1.25% 1.75% 1.81% 2.36% 3.01%**
Net investment income. 6.72% 6.24% 6.79% 7.07% 7.69% 7.49% 6.52%**
</TABLE>
+ Based upon average shares outstanding and average net assets for the period
presented.
* Assumes initial investment at net asset value at the beginning of each peri-
od, reinvestment of all distributions, the complete redemption of the in-
vestment at net asset value at the end of each period and no sales charges.
Total return would be reduced if sales charges were taken into account.
** Annualized.
The accompanying notes are an integral part of these financial statements.
10
<PAGE>
FINANCIAL HIGHLIGHTS--SELECTED DATA FOR A SHARE OUTSTANDING FOR THE PERIOD
PRESENTED (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
APRIL 29, 1994
TO DECEMBER 31, 1994+
---------------------
<S> <C>
CLASS B ***
Net asset value, beginning of period..................... $ 9.85
-------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income................................... $ 0.40
Net realized and unrealized loss on investments......... (0.45)
-------
Total loss from investment operations.................. $ (0.05)
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income.............................. (0.40)
-------
Net decrease in net asset value.......................... $ (0.45)
-------
Net asset value, end of period........................... $ 9.40
=======
Total return *........................................... (0.57)%
Ratio of net operating expenses to average net assets.... 1.78 %**
Ratio of net investment income to average net assets..... 6.35 %**
Portfolio turnover rate.................................. 60.50 %**
Net assets, end of period (in thousands)................. $ 2,170
RATIOS ASSUMING NO WAIVER OF FEES OR ASSUMPTION OF EX-
PENSES:
Net operating expenses.................................. 1.90 %**
Net investment income................................... 6.23 %**
</TABLE>
+ Based upon average shares outstanding and average net assets for the period
presented.
* Assumes initial investment at net asset value at the beginning of each pe-
riod, reinvestment of all distributions, and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
*** Class B shares were first publicly offered on April 29, 1994.
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS--DECEMBER 31, 1994
- -------------------------------------------------------------------------------
1. Pioneer America Income Trust (the Trust) is a Massachusetts business trust,
registered under the Investment Company Act of 1940 as a diversified, open-end
management company.
The Board of Trustees authorized the issuance of two classes of the Trust,
designated as Class A and Class B shares. Class B shares were first publicly
offered on April 29, 1994. Shares issued and outstanding prior to April 29,
1994 were designated as Class A shares. The shares of each class represent an
interest in the same portfolio of investments of the Trust and have equal vot-
ing, redemption, dividend and liquidation rights, except that each class of
shares can bear different transfer agent and distribution fees and have exclu-
sive voting rights with respect to the distribution plans that have been
adopted by holders of Class A and Class B shares, respectively.
After the close of business on June 30, 1994 (Closing Date), the Trust ac-
quired all assets of Pioneer America Fund, Inc. (the Fund) in exchange solely
for (i) the issuance of Class A shares of beneficial interest of the Trust and
(ii) the assumption by the Trust of the liabilities of the Fund. Following
this transfer, the Fund was liquidated and dissolved and Class A shares of the
Trust were distributed to the former shareholders of the Fund. Prior to the
Closing Date, the Trust's name was Pioneer U.S. Government Trust.
This reorganization was accomplished by a tax-free transfer of assets whereby
each shareholder of the Fund received a number of full and fractional shares
of the Trust having a total net asset value equal to the net asset value of
their shares of the Fund held as of the Closing Date. The net assets, net as-
set value per share and shares outstanding as of the Closing Date were:
<TABLE>
<CAPTION>
PIONEER
PIONEER U.S. AMERICA
PIONEER GOVERNMENT INCOME TRUST,
AMERICA TRUST, CLASS A
FUND, INC. CLASS A (COMBINED)
----------- ------------ -------------
<S> <C> <C> <C>
Net Assets............................... $77,633,738 $102,452,683 $180,086,421
Shares Outstanding....................... 7,474,764 10,545,849 18,537,384
Net Asset Value Per Share................ $10.39 $9.71 $9.71
</TABLE>
The following is a summary of significant accounting policies consistently
followed by the Trust, which are in conformity with those generally accepted
in the investment company industry.
A. Investment Securities--Security transactions are recorded on the date the
securities are purchased or sold. Investments in securities are valued based
on valuations furnished by an independent pricing service which utilizes a ma-
trix system. This matrix system reflects such factors as security prices,
yields, maturities and ratings, and is supplemented by dealer and exchange
quotations and fair value information from other sources. Principal amounts of
mortgage-backed securities are adjusted for monthly principal paydowns. Pre-
mium and discount related to mortgage-backed securities are amortized or ac-
creted in direct proportion to the underlying monthly paydowns. Temporary cash
investments are valued at cost plus accrued interest, which approximates mar-
ket value. Interest income is recorded on the accrual basis.
Gains and losses from sales of investments are calculated on the "identified
cost" method for both financial reporting and federal income tax purposes. It
is the Trust's practice first to select for sale those securities that have
the highest cost and also qualify for long-term capital gain or loss treatment
for tax purposes.
B. Federal Taxes--It is the Trust's policy to comply with the requirements of
the Internal Revenue Code applicable to regulated investment companies and to
distribute all of its net investment income and net realized capital gains, if
any, to its shareholders. Therefore, no federal tax provisions are required.
The characterization of distributions to shareholders for financial reporting
purposes is determined in accordance with income tax rules. Therefore, the
source of a portfolio's distributions may be shown in the accompanying finan-
cial statements as either from or in excess of net investment income or net
realized gain on investment transactions, or from capital, depending on the
type of book/tax differences that may exist.
C. Trust Shares--The Trust records sales and repurchases of its trust shares
on the trade date. Net losses, if any, as a result of cancellations, are ab-
sorbed by Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for
the Trust and a wholly owned subsidiary of The Pioneer Group, Inc. (PGI). PFD
earned $57,182 in underwriting commissions on the sale of trust shares during
the year ended December 31, 1994. Shareholders begin earning dividends on the
first business day following receipt of payment for purchased shares. Shares
continue to earn dividends up to and including the date of redemption. Divi-
dends are declared daily and are paid on the last business day of each month.
Monthly distributions may also include a portion of any net short-term capital
gains realized by the Trust. Net
12
<PAGE>
NOTES TO FINANCIAL STATEMENTS--DECEMBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
long-term capital gains, if any, will be distributed annually in December. Div-
idends paid by the Trust with respect to each class of shares are calculated in
the same manner, at the same time and on the same day and are in the same
amount, except that Class A and Class B shares can bear different transfer
agent and distribution fees.
D. Class Allocations--Distribution expenses are calculated based on the aver-
age daily net asset value attributable to Class A and Class B shares of the
Trust, respectively. Shareholders of Class A and Class B share all expenses and
fees paid to the service organization, Pioneering Services Corporation (PSC),
for their services, which are allocated based on the number of accounts in each
class and the ratable allocation of related out of pocket expenses (See Note
5). Income, common expenses and realized and unrealized gains (losses) are cal-
culated at the Trust level and allocated daily to each class of share based on
the respective percentage of adjusted net assets at the beginning of the day.
2. At December 31, 1994, the total cost of securities, the net realized loss
and the net unrealized loss for federal income tax purposes were identical to
those on a financial reporting basis. Aggregate gross unrealized gain on secu-
rities in which there was an excess of market value over tax cost was approxi-
mately $194,682. Aggregate gross unrealized loss on securities in which there
was an excess of tax cost over market value was approximately $7,410,532. Net
unrealized loss for tax purposes was approximately $7,215,850.
At December 31, 1994, the Trust had a net capital loss carryforward of
$5,413,884 which will expire between 2001 and 2002 if not utilized.
3. During the year ended December 31, 1994, the cost of purchases and proceeds
from sales of investments (including principal paydowns on mortgage-backed se-
curities), other than temporary cash investments, were $80,382,586 and
$81,623,801, respectively.
4. Pioneering Management Corporation (PMC) is the Trust's investment adviser
and a wholly owned subsidiary of PGI. Management fees are calculated at the an-
nual rate of 0.50% of the Trust's average daily net assets.
PMC has agreed to waive its management fees and to assume other operating ex-
penses of the Trust to the extent necessary to limit Class A expenses to 1.0%
of the average daily net assets attributable to the Class A shares; the portion
of the Trust-wide expenses attributable to Class B shares will be reduced only
to the extent such expenses are reduced for the Class A shares. This agreement
is voluntary and temporary and may be revised or terminated by PMC at any time.
PMC furnishes investment advice, provides office facilities, and pays execu-
tive salaries and certain other operating expenses under the management agree-
ment. No officer of the Trust receives any compensation directly from the
Trust. All officers of the Trust are directors and/or officers of PMC and/or
PFD. In addition, certain other services and costs, including accounting, regu-
latory reporting and insurance premiums, are paid by the Trust under the man-
agement agreement. Included in Accrued expenses is $12,232 in accounting fees
payable to PMC at December 31, 1994.
5. Pioneering Services Corporation (PSC), a wholly owned subsidiary of PGI,
provides substantially all transfer agent and shareholder services to the Trust
at negotiated rates. Included in Accrued expenses is $29,588 in transfer fees
payable to PSC at December 31, 1994.
6. The Trust has adopted a Plan of Distribution for both Class A shares ("Class
A Plan") and Class B shares ("Class B Plan") in accordance with Rule 12b-1 un-
der the Investment Company Act of 1940, pursuant to which certain distribution
and service fees are paid to PFD.
Pursuant to the Class A Plan, the Trust may reimburse PFD for its actual ex-
penditures 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. Reimburse-
ment for such expenditures, if any, may not exceed 0.25% of the Trust's average
annual net assets attributable to Class A shares. The Class B Plan provides
that the Trust may pay a distribution fee at an annual rate of 0.75% of the
Trust's average daily net assets attributable to Class B shares and may pay PFD
a service fee at the annual rate of 0.25% of the Trust's average daily net as-
sets attributable to Class B shares. Included in Accrued expenses is $107,082
in distribution fees payable to PFD at December 31, 1994.
Class B shares which are redeemed within six years of purchase are subject to
a contingent deferred sales charge ("CDSC") at declining rates beginning at
4.0% of the lesser of the current market value at the time of redemption or the
original purchase cost of the shares being redeemed. Proceeds from the CDSC are
paid to PFD. For the period ending December 31, 1994, CDSC in the amount of
$253 was paid to PFD.
13
<PAGE>
TAX TREATMENT OF DISTRIBUTIONS MADE DURING THE YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
During the year ended December 31, 1994, the Pioneer America Income Trust paid
the following distributions:
<TABLE>
<CAPTION>
DISTRIBUTIONS DISTRIBUTIONS
PER SHARE PER SHARE
FROM NET FROM NET
INVESTMENT INVESTMENT
INCOME INCOME
PAYMENT DATE CLASS A CLASS B*
------------ ------------- -------------
<S> <C> <C>
1/31/94........................................ $0.055 --
2/28/94........................................ 0.055 --
3/31/94........................................ 0.055 --
4/29/94........................................ 0.055 --
5/31/94........................................ 0.053 $0.047
6/30/94........................................ 0.053 0.046
7/29/94........................................ 0.053 0.047
8/31/94........................................ 0.053 0.048
9/30/94........................................ 0.055 0.052
10/31/94....................................... 0.055 0.052
11/30/94....................................... 0.057 0.051
12/30/94....................................... 0.061 0.053
------ ------
Total.......................................... $0.660 $0.396
====== ======
</TABLE>
For purposes of the dividend exclusion, none of the distributions per share
qualify for the exclusion.
* Class B shares were first publicly offered on April 29, 1994.
TRUSTEES' FEES, PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP OF TRUSTEES AND
OFFICERS
- --------------------------------------------------------------------------------
The aggregate direct remuneration paid by the Trust to nonaffiliated trustees
and officers during the year ended December 31, 1994 was approximately $15,079,
plus expenses incurred in attending trustees meetings of approximately $1,804.
Fees of trustees who are affiliated with or "interested persons" of Pioneering
Management Corporation and Pioneer Funds Distributor, Inc., the investment
adviser and principal underwriter, respectively, of the Trust ($1,000 in 1994),
are reimbursed to the Trust by Pioneering Management Corporation in accordance
with the management contract with the Trust. At December 31, 1994, the trustees
and officers of the Trust owned beneficially 7,540 shares of the Trust
(approximately 0.04% of the outstanding shares). The Pioneer Group, Inc. is a
publicly held corporation of which Mr. Cogan owned approximately 15% of the
outstanding shares of capital stock at December 31, 1994.
14
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- -------------------------------------------------------------------------------
To the Shareholders and the Board of Trustees of Pioneer America Income Trust:
We have audited the accompanying balance sheet of Pioneer America Income Trust
(a Massachusetts business trust), including the schedule of investments, as of
December 31, 1994, and the related statement of operations for the year then
ended, statements of changes in net assets for the years ended December 31,
1994 and 1993, and financial highlights for the periods presented. These fi-
nancial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these fi-
nancial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of De-
cember 31, 1994, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presenta-
tion. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Pio-
neer America Income Trust as of December 31, 1994, the results of its opera-
tions, the changes in its net assets and financial highlights for the periods
presented, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 3, 1995
15
<PAGE>
PIONEER
AMERICA INCOME TRUST
60 State Street Boston, MA 02109
OFFICERS
John F. Cogan, Jr., Chairman and President
David D. Tripple, Executive Vice President
Sherman B. Russ, Vice President
William H. Keough, Treasurer
Joseph P. Barri, Secretary
TRUSTEES
John F. Cogan, Jr. Marguerite A. Piret
Richard H. Egdahl, M.D. David D. Tripple
Margaret B.W. Graham Stephen K. West
John W. Kendrick John Winthrop
INVESTMENT ADVISER PRINCIPAL UNDERWRITER
Pioneering Management Pioneer Funds
Corporation Distributor, Inc.
CUSTODIAN LEGAL COUNSEL
Brown Brothers Hale and Dorr
Harriman & Co.
SHAREHOLDER SERVICES INDEPENDENT PUBLIC
AND TRANSFER AGENT ACCOUNTANTS
Pioneering Services Arthur Andersen LLP
Corporation
60 State Street
Boston, Massachusetts 02109
Please call Pioneer for information on:
Existing accounts, new accounts,
prospectuses, applications and
service forms.....................1-800-225-6292
Fund yields and prices............1-800-225-4321
Toll-free fax ....................1-800-225-4240
Retirement plans..................1-800-622-0176
Telecommunications Device for
the Deaf (TDD)....................1-800-225-1997
When distributed to persons who are not shareholders of the Trust, this report
must be accompanied by an official prospectus, which discusses the objectives,
policies, sales charges and other information about the Trust.
0295-2264
(C)Pioneer Funds Distributor, Inc.
[PIONEER LOGO APPEARS HERE]
Pioneer America Income Trust*
Annual Report December 31, 1994
* Effective July 1, 1994, the Trust's name was changed from Pioneer
U.S. Government Trust.
EXHIBIT 15
DISTRIBUTION PLAN
PIONEER U.S. GOVERNMENT TRUST
DISTRIBUTION PLAN, dated as of October 15, 1990 of PIONEER U.S. GOVERNMENT
TRUST, a Massachusetts business trust (the "Trust").
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust currently distributes its shares of beneficial interest
(the "Shares") in accordance with Rule 12b-1 promulgated by the Securities and
Exchange Commission under the 1940 Act ("Rule 12b-1"), and desires to amend its
existing Distribution Plan (such amended Plan to be referred to as the "Plan");
WHEREAS, the Trust desires to engage Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD"), to provide certain distribution services for
the Trust in connection with the Plan;
WHEREAS, the Trust desires to amend its existing underwriting agreement
with PFD, where PFD will provide facilities and personnel and render services to
the Trust in connection with the offering and distribution of the Shares (such
amended underwriting agreement to be referred to as the "Underwriting
Agreement");
WHEREAS, the Trust also recognizes and agrees that (a) PFD may retain the
services of firms or individuals to act as dealers or wholesalers (collectively,
the "Dealers") of the Shares in connection with the offering of Shares, (b) PFD
may compensate any Dealer that sells Shares in the manner and at the rate or
rates to be set forth in an agreement between PFD and such Dealer, and (c) PFD
may make such payments to the Dealers for distribution services out of the fee
paid to PFD hereunder, its profits or any other source available to it; and
<PAGE>
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Trust for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit the Trust and its
shareholders.
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Plan
for the Trust as a plan of distribution in accordance with Rule 12b-1, on the
following terms and conditions:
1. The Trust may expend pursuant to this Plan amounts not to exceed .25 of
1% of the average daily net assets of the Trust per annum.
2. Subject to the limit in paragraph 1, the Trust shall reimburse PFD for
amounts expended by PFD to finance any activity which is primarily intended to
result in the sale of shares of the Trust or the provision of services to
shareholders of the Trust, including but not limited to commissions or other
payments to Dealers and salaries and other expenses of PFD relating to selling
or servicing efforts, provided that the Board of Trustees of the Trust shall
approve categories of expenses for which reimbursement shall be made pursuant to
this paragraph 2 and, without limiting the generality of the foregoing, the
initial categories of such expenses shall be (i) a service fee to be paid to
qualified broker-dealers in an amount not to exceed .25 of 1% per annum of the
Trust's daily net assets; (ii) reimbursement to PFD or Pioneer Management
Corporation for its expenditures for broker-dealer commissions and employee
compensation on certain sales of the Trust's shares with no initial sales
charge; and (iii) reimbursement to PFD for expenses incurred providing services
to shareholders and supporting broker-dealers and other organizations, such as
banks and trust companies, in their effort to provide such services (any
addition of such categories shall be subject to the approval of the Qualified
Trustees, as defined below, of the Trust). Such reimbursement shall be paid ten
(10) days after the end of the month or quarter, as the case may be, in which
such expenses are incurred. Reimbursable expenses will not carryover beyond
twelve months for the time they are incurred. The Trust acknowledges that PFD
will charge a sales load in connection with sales of such shares and that PFD
will reallow to Dealers all or a portion of such sales load, as described in the
2
<PAGE>
Trust's Prospectus from time to time. Nothing contained herein is intended to
have any affect whatsoever on PFD's ability to charge any such sales load or to
reallow all or any portion thereof to Dealers.
3. The Trust understands that agreements between PFD and Dealers may
provide for payment of fees to Dealers in connection with the sale of Shares and
the provision of services to shareholders of the Trust. Nothing in this Plan
shall be construed as requiring the Trust to make any payment to any Dealer or
to have any obligations to any Dealer in connection with services as a dealer of
the Shares. PFD shall agree and undertake that any agreement entered into
between PFD and any Dealer shall provide that such Dealer shall look solely to
PFD for compensation for its services thereunder and that in no event shall such
Dealer seek an payment from the Trust.
4. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Trust's Board of Trustees of the
responsibility for and control of the conduct of the affairs of the Trust.
5. This Plan shall become effective upon approval by (i) a vote of the
Board of Trustees and a vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan
(the "Qualified Trustees"), such votes to be cast in person at a meeting called
for the purpose of voting on this Plan and (ii) a vote of the "majority of the
outstanding vote securities" of the Trust.
6. This Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
This Plan shall expire on March 31 of any year, beginning on March 31, 1991, in
which such approval is not obtained. In the event of termination or
non-continuance of the Plan, the Trust has twelve months to reimburse any
unreimbursed expense which is incurred prior to such termination or
non-continuance.
7. This Plan may be amended at any time by the Board of Trustees, provided
that this Plan may not be amended to increase materially the limitation on the
3
<PAGE>
annual percentage of average net assets which may be expended hereunder without
the approval of holders of a "majority of the outstanding voting securities" of
the Trust and may not be materially amended in any case without a vote of the
majority of both the Trustees and the Qualified Trustees. Any amendment of this
Plan to increase or modify the expense categories initially designated by the
Trustees in paragraph 2 above shall only require approval of a majority of the
Trustees and the Qualified Trustees if such amendment does not include an
increase in the expense limitation set forth in paragraph 1 above. This Plan may
be terminated at any time by a vote of a majority of the Qualified Trustees or
by a vote of the holders of a "majority of the outstanding voting securities" of
the Trust.
8. The Trust and PFD shall provide the Trust's Board of Trustees, and the
Board of Trustees shall review, at least quarterly, a written report of the
amounts expended under this plan and the purposes for which such expenditures
were made.
9. While this Plan is in effect, the selection and nomination of Qualified
Trustees shall be committed to the discretion of the Trustees who are not
"interested persons" of the Trust.
10. For the purposes of this Plan, the terms "interested persons",
"majority of the outstanding voting securities" and "specifically approved at
least annually" are used as defined in the 1940 Act.
11. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 8 hereof (collectively,
the "Records"), for a period of not less than six (6) years from the end of the
fiscal year in which such Records were made and for a period of two (2) years,
each of such Records shall be kept in an easily accessible place.
12. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
13. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not be
affected thereby.
14. This Plan is intended to amend and supersede in its entirety the
existing Distribution Plan dated June 7, 1988, as renewed June 7, 1989.
4
FORM OF
CLASS B DISTRIBUTION PLAN
PIONEER U.S. GOVERNMENT TRUST
CLASS B DISTRIBUTION PLAN, dated as of _____________, 1994 of PIONEER U.S.
GOVERNMENT TRUST, a Massachusetts business trust (the "Trust").
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust intends to distribute shares of beneficial interest (the
"Class B Shares") of the Trust in accordance with Rule 12b-1 promulgated by the
Securities and Exchange Commission under the 1940 Act ("Rule 12b-1"), and
desires to adopt this Class B distribution plan (the "Class B Plan") as a plan
of distribution pursuant to such Rule;
WHEREAS, the Trust desires that Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD"), provide certain distribution services for the
Trust's Class B Shares in connection with the Class B Plan;
WHEREAS, the Trust has entered into an underwriting agreement (in a form
approved by the Trust's Board of Trustees in a manner specified in such Rule
12b-1) with PFD, whereby PFD provides facilities and personnel and renders
services to the Trust in connection with the offering and distribution of Class
B Shares (the "Underwriting Agreement");
WHEREAS, the Trust also recognizes and agrees that (a) PFD may retain the
services of firms or individuals to act as dealers or wholesalers (collectively,
the "Dealers") of the Class B Shares in connection with the offering of Class B
Shares, (b) PFD may compensate any Dealer that sells Class B Shares in the
manner and at the rate or rates to be set forth in an agreement between PFD and
<PAGE>
such Dealer and (c) PFD may make such payments to the Dealers for distribution
services out of the fee paid to PFD hereunder, any deferred sales charges
imposed by PFD in connection with the repurchase of Class B shares, its profits
or any other source available to it;
WHEREAS, the Trust recognizes and agrees that PFD may impose certain
deferred sales charges in connection with the repurchase of Class B shares by
the Trust, and PFD may retain (or receive from the Trust, as the case may be)
all such deferred sales charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Class B Plan, has evaluated such
information as it deemed necessary to an informed determination whether this
Class B Plan should be adopted and implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use assets of
the Trust for such purposes, and has determined that there is a reasonable
likelihood that the adoption and implementation of this Class B Plan will
benefit the Trust and its Class B shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Class
B Plan for the Trust as a plan of distribution of Class B Shares in accordance
with Rule 12b-1, on the following terms and conditions:
1. (a) The Trust is authorized to compensate PFD for (1) distribution
services and (2) personal and account maintenance services performed
and expenses incurred by PFD in connection with the Trust's Class B
shares. Such compensation shall be calculated and accrued daily and
paid quarterly or at such other intervals as the Board of Trustees may
determine.
(b) The amount of compensation paid during any one year for
distribution services shall be .75% of the average daily net assets of
the Trust attributable to such year.
(c) Distribution services and expenses for which PFD may be
compensated pursuant to this Plan include, without limitation:
compensation to and expenses of brokers and dealers who are members of
the National Association of Securities Dealers, Inc. ("NASD") or their
officers, sales representatives and employees; compensation to and
2
<PAGE>
expenses of PFD and any of its officers, sales representatives and
employees, including allocable overhead, travel and telephone
expenses, who engage in or support distribution of the Trust's Class B
shares; printing of reports and prospectuses for other than existing
shareholders; and preparation, printing and distribution of sales
literature and advertising materials.
(d) The amount of compensation paid for personal and account
maintenance services and expenses shall be .25% of the average daily
net assets of the Trust attributable to such year. PFD shall be
entitled to be paid any fees payable under this clause (d) with
respect to Class B shares for which no dealer of record exists or
qualification standards have not been met as partial consideration for
personal services and/or account maintenance services provided by PFD
to the Class B shares.
(e) Personal and account maintenance services for which PFD or Dealers
may be compensated pursuant to this Plan include, without limitation:
payments made to or on account of PFD or other brokers and dealers who
are members of the NASD or their officers, sales representatives and
employees who respond to inquiries of, and furnish assistance to,
shareholders regarding their ownership of Class B shares or their
accounts or who provide similar services not otherwise provided by or
on behalf of the Trust.
(f) PFD may impose certain deferred sales charges in connection with
the repurchase of Class B shares by the Trust and PFD may retain (or
receive from the Trust as the case may be) all such deferred sales
charges.
(g) Appropriate adjustments to payments made pursuant to clauses (b)
and (d) of this paragraph 1 shall be made whenever necessary to ensure
that no payment is made by the Trust in excess of the applicable
maximum cap imposed on asset based, front-end and deferred sales
charges by subsection (d) of Section 26 of Article III of the Rules of
Fair Practice of the NASD.
2. The Trust understands that agreements between PFD and Dealers may
provide for payment of fees to Dealers in connection with the sale of Class B
3
<PAGE>
Shares and the provision of services to shareholders of the Trust. Nothing in
this Class B Plan shall be construed as requiring the Trust to make any payment
to any Dealer or to have any obligations to any Dealer in connection with
services as a dealer of the Class B Shares. PFD shall agree and undertake that
any agreement entered into between PFD and any Dealer shall provide that such
Dealer shall look solely to PFD for compensation for its services thereunder and
that in no event shall such Dealer seek any payment from the Trust.
3. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust, as it may be amended or
restated from time to time, or By-Laws or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of the responsibility for and control of
the conduct of the affairs of the Trust.
4. This Class B Plan shall become effective upon approval by a vote of the
Board of Trustees and a vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Class B Plan or in any agreements related to
the Class B Plan (the "Qualified Trustees"), such votes to be cast in person at
a meeting called for the purpose of voting on this Class B Plan.
5. This Class B Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Class B Plan shall expire on
____________, 1995.
6. This Class B Plan may be amended at any time by the Board of Trustees,
provided that this Class B Plan may not be amended to increase materially the
limitations on the annual percentage of average net assets which may be expended
hereunder without the approval of holders of a "majority of the outstanding
Class B voting securities" of the Trust and may not be materially amended in any
case without a vote of a majority of both the Trustees and the Qualified
Trustees. This Class B Plan may be terminated at any time by a vote of a
majority of the Qualified Trustees or by a vote of the holders of a "majority of
the outstanding voting securities" of Class B of the Trust.
7. The Trust and PFD shall provide to the Trust's Board of Trustees, and
4
<PAGE>
the Board of Trustees shall review, at least quarterly, a written report of the
amounts expended under this Class B Plan and the purposes for which such
expenditures were made.
8. While this Class B Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
9. For the purposes of this Class B Plan, the terms "interested persons,"
"majority of the outstanding voting securities" and "specifically approved at
least annually" are used as defined in the 1940 Act.
10. The Trust shall preserve copies of this Class B Plan, and each
agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.
11. This Class B Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
12. If any provision of this Class B Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Class B Plan
shall not be affected thereby.
5
Pioneer U.S. Government Trust
File No. 33-20795
Exhibit B
Pioneer U.S. Government Trust
Description of General Average Annual Total Return
1/n
T = (ERV/P) -1, where:
T = Average annual total return
n = Number of years
ERV = Ending redeemable value of a hypothetical $1,000
payment made at the beginning of n years
P = Hypothetical $1,000 initial payment
Formula modified to reflect total return since inception (part-year)
T = (ERV/P)-1, where:
T = Actual total return for period 6/1/88-12/31/88
ERV = Ending redeemable value of a hypothetical $1,000
payment on June 1, 1988 (inception)
P = Hypothetical $1,000 initial payment
Pioneer U.S. Government Trust Total Return
Period 6/1/88 (Inception) - 12/31/88
Inception
T = ($990.45/$1,000.00)-1
T = -0.955% (slightly less than -1%)
<PAGE>
Pioneer U. S. Government Trust
CURRENT YIELD CALCULATION FOR THE 30-DAY PERIOD ENDING 12/31/88
- ---------------------------------------------------------------
Standard yield Formula: 2(((((a-b)/(cd))+1)^6)-1)
Yield Calculation = 2[(a-b +1)^6-1]
cd
a-b = net income during period $33,848.01
c = average daily number of shares during period 458,929.104
d = offering price per share on last day of period $10.32
Standardized Yield as of 12/31/88 8.73%
Yield= 2 x [( 33,848.01 +1)6 -1]
--------------------
458,929.104 x 10.32
= 2 x [(1.007147)6 -1]
= 2 x (1.043654 -1)
= 0.08731
= 8.73%
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000831120
<NAME> Pioneer America Income Trust
<SERIES>
<NUMBER> 0
<NAME> none
<MULTIPLIER> 1
<CURRENCY> U. S .Dollars
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 169,326,429
<INVESTMENTS-AT-VALUE> 162,110,579
<RECEIVABLES> 0
<ASSETS-OTHER> 11,221
<OTHER-ITEMS-ASSETS> 2,840,632
<TOTAL-ASSETS> 164,962,432
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 933,934
<TOTAL-LIABILITIES> 933,934
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 176,605,523
<SHARES-COMMON-STOCK> 17,437,503
<SHARES-COMMON-PRIOR> 10,310,378
<ACCUMULATED-NII-CURRENT> 52,709
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5,413,884)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (7,215,850)
<NET-ASSETS> 164,028,498
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 10,824,935
<OTHER-INCOME> 0
<EXPENSES-NET> (1,414,094)
<NET-INVESTMENT-INCOME> 9,410,841
<REALIZED-GAINS-CURRENT> (5,382,396)
<APPREC-INCREASE-CURRENT> (9,650,678)
<NET-CHANGE-FROM-OPS> (5,622,233)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (9,361,697)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,160,752
<NUMBER-OF-SHARES-REDEEMED> (4,551,116)
<SHARES-REINVESTED> 727,071
<NET-CHANGE-IN-ASSETS> 58,136,984
<ACCUMULATED-NII-PRIOR> 3,565
<ACCUMULATED-GAINS-PRIOR> 2,403,340
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (692,136)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (1,569,605)
<AVERAGE-NET-ASSETS> 156,650,717
<PER-SHARE-NAV-BEGIN> 10.480
<PER-SHARE-NII> 0.660
<PER-SHARE-GAIN-APPREC> (1.070)
<PER-SHARE-DIVIDEND> (0.660)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.410
<EXPENSE-RATIO> 1.000
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
POWER OF ATTORNEY
I, the undersigned Trustee and officer of Pioneer Money Market Trust and
Pioneer U.S. Government Trust (collectively, the "Funds"), each a Massachusetts
business trust, do hereby constitute and appoint John F. Cogan, Jr., Joseph P.
Barri and William H. Keough, 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 the capacity indicated
below, the Registration Statements on Forms N-14 to be filed by the Funds under
the Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, and any and all amendments thereto with respect to the
offering of the Funds' shares of beneficial interest, no par value, 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 the capacity indicated to enable the Funds
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, 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 Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: 3/7/94 /s/ John F. Cogan, Jr.
John F. Cogan, Jr.
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee and officer of Pioneer Money Market Trust and
Pioneer U.S. Government Trust (collectively, the "Funds"), each a Massachusetts
business trust, do hereby constitute and appoint John F. Cogan, Jr., Joseph P.
Barri and William H. Keough, 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 the capacity indicated
below, the Registration Statements on Forms N-14 to be filed by the Funds under
the Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, and any and all amendments thereto with respect to the
offering of the Funds' shares of beneficial interest, no par value, 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 the capacity indicated to enable the Funds
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, 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 Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: 3/7/94 /s/David Tripple
David Tripple
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee of Pioneer Money Market Trust and Pioneer U.S.
Government Trust (collectively, the "Funds"), each a Massachusetts business
trust, do hereby constitute and appoint John F. Cogan, Jr., Joseph P. Barri and
William H. Keough, 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 the capacity indicated below, the
Registration Statements on Forms N-14 to be filed by the Funds under the
Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, and any and all amendments thereto with respect to the
offering of the Funds' shares of beneficial interest, no par value, 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 the capacity indicated to enable the Funds
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, 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 Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: 3/7/94 /s/ Margaret B. W. Graham
Margaret B. W. Graham
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee of Pioneer Money Market Trust and Pioneer U.S.
Government Trust (collectively, the "Funds"), each a Massachusetts business
trust, do hereby constitute and appoint John F. Cogan, Jr., Joseph P. Barri and
William H. Keough, 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 the capacity indicated below, the
Registration Statements on Forms N-14 to be filed by the Funds under the
Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, and any and all amendments thereto with respect to the
offering of the Funds' shares of beneficial interest, no par value, 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 the capacity indicated to enable the Funds
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, 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 Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: 3/7/94 /s/ Richard H. Egdahl, M.D.
Richard H. Egdahl, M.D.
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee of Pioneer Money Market Trust and Pioneer U.S.
Government Trust (collectively, the "Funds"), each a Massachusetts business
trust, do hereby constitute and appoint John F. Cogan, Jr., Joseph P. Barri and
William H. Keough, 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 the capacity indicated below, the
Registration Statements on Forms N-14 to be filed by the Funds under the
Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, and any and all amendments thereto with respect to the
offering of the Funds' shares of beneficial interest, no par value, 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 the capacity indicated to enable the Funds
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, 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 Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: 3/7/94 /s/ Marguerite A. Piret
Marguerite A. Piret
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee of Pioneer Money Market Trust and Pioneer U.S.
Government Trust (collectively, the "Funds"), each a Massachusetts business
trust, do hereby constitute and appoint John F. Cogan, Jr., Joseph P. Barri and
William H. Keough, 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 the capacity indicated below, the
Registration Statements on Forms N-14 to be filed by the Funds under the
Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, and any and all amendments thereto with respect to the
offering of the Funds' shares of beneficial interest, no par value, 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 the capacity indicated to enable the Funds
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, 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 Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: 3/7/94 /s/ John Winthrop
John Winthrop
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee of Pioneer Money Market Trust and Pioneer U.S.
Government Trust (collectively, the "Funds"), each a Massachusetts business
trust, do hereby constitute and appoint John F. Cogan, Jr., Joseph P. Barri and
William H. Keough, 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 the capacity indicated below, the
Registration Statements on Forms N-14 to be filed by the Funds under the
Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, and any and all amendments thereto with respect to the
offering of the Funds' shares of beneficial interest, no par value, 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 the capacity indicated to enable the Funds
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, 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 Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: 3/7/94 /s/ John W. Kendrick
John W. Kendrick
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee of Pioneer Money Market Trust and Pioneer U.S.
Government Trust (collectively, the "Funds"), each a Massachusetts business
trust, do hereby constitute and appoint John F. Cogan, Jr., Joseph P. Barri and
William H. Keough, 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 the capacity indicated below, the
Registration Statements on Forms N-14 to be filed by the Funds under the
Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, and any and all amendments thereto with respect to the
offering of the Funds' shares of beneficial interest, no par value, 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 the capacity indicated to enable the Funds
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, 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 Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: 3/7/94 /s/ Stephen K. West
Stephen K. West
<PAGE>
POWER OF ATTORNEY
I, the undersigned officer of Pioneer Money Market Trust and Pioneer U.S.
Government Trust (collectively, the "Funds"), each a Massachusetts business
trust, do hereby constitute and appoint John F. Cogan, Jr., Joseph P. Barri and
William H. Keough, 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 the capacity indicated below, the
Registration Statements on Forms N-14 to be filed by the Funds under the
Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, and any and all amendments thereto with respect to the
offering of the Funds' shares of beneficial interest, no par value, 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 the capacity indicated to enable the Funds
to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, 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 Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: 3/7/94 /s/ William H. Keough
William H. Keough
