April 3, 1995
SUPPLEMENT
to the prospectuses for:
<TABLE>
<CAPTION>
<S> <C>
Pioneer Fund April 29, 1994 (revised October 28, 1994)
Pioneer Growth Shares July 1, 1994
Pioneer Winthrop Real Estate Investment Fund October 28, 1994 (revised February 8, 1995)
Pioneer Income Fund July 1, 1994
Pioneer America Income Trust April 29, 1994 (revised July 1, 1994)
Pioneer Intermediate Tax-Free Fund April 29, 1994
Pioneer Tax-Free Income Fund July 1, 1994
</TABLE>
How to Buy Fund Shares
In addition to the exceptions listed in each FundOs prospectus, Class A shares
of a Fund 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 company providers to Program
participants and (iv) the Program provides for a matching contribution for each
participant contribution.
0495-2418
(C) Pioneer Funds Distributor, Inc.
<PAGE>
[Pioneer Logo]
Pioneer America
Income Trust
Class A and Class B Shares
Prospectus
April 29, 1994
(Revised July 1, 1994)
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
29, 1994 (revised July 1, 1994), 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 OF CONTENTS PAGE
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 11
XII. SHAREHOLDER SERVICES 12
Account and Confirmation Statements 12
Additional Investments 12
Automatic Investment Plans 12
Financial Reports and Tax Information 12
Distribution Options 12
Directed Dividends 12
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) 13
XIII. THE TRUST 13
XIV. INVESTMENT RESULTS 14
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses that you,
as a shareholder, will bear directly or indirectly when you invest in the Trust.
The table has been restated to reflect actual expenses of the Class A shares for
the fiscal year ended December 31, 1993.
Shareholder Transaction Expenses Class A Class B
(as a percentage of net assets)
Maximum Sales Charge on Purchases 4.50%(1) none
Maximum Sales Charge on Reinvestment
of Dividends none none
Maximum Deferred Sales Charge none(1) 4.00%
Redemption Fee(2) none none
Exchange Fee none none
Annual Operating Expenses
(as a percentage of average net assets):
Management Fees(3) 0.50% 0.50%
12b-1 Fees 0.25% 1.00%
Other Expenses (including accounting and
transfer agent fees, custodian fees and
printing expenses) 0.28% 0.28%
Gross Operating Expenses 1.03% 1.78%
Expense Limitation by Manager (4) (0.03)% (0.03)%
Net Operating Expenses (After Expense
Limitation) 1.00% 1.75%
(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, the management fees were reduced to 0.50% from
0.60%.
(4) Pioneering Management Corporation (the "Manager") has 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 Class
A expenses to 1.00% 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 the Manager at any time.
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:
1 Year 3 Years 5 Years 10 Years
Class A Shares $55 $75 $ 98 $162
Class B Shares
--Assuming complete
redemption at end of
period $58 $85 $115 $206*
--Assuming no redemption $18 $55 $ 95 $206*
*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 National
Association of Securities Dealers, Inc. Rules of Fair Practice.
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."
<PAGE>
II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements of the
Trust which have been audited by Arthur Andersen & Co., independent public
accountants. Arthur Andersen & Co.'s report on the Trust's financial statements
as of December 31, 1993 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. Class B shares are a new class of
shares; no financial highlights exist for Class B shares. 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>
May 31
to
For the Year Ended December
31, December 31,
1993 1992 1991 1990
1989 1988
<S> <C> <C> <C> <C>
<C> <C>
Net asset value, beginning of
period $ 10.27 $ 10.35 $ 10.03 $ 10.04 $
9.86 $ 10.00
Income from investment
operations:
Net investment income $ 0.675 $ 0.733 $ 0.834 $ 0.867 $
0.903 $ 0.510
Net realized and unrealized
gain (loss) on
investments 0.240 (0.070) 0.331 (0.013)
0.181 (0.140)
Total income from
investment operations $ 0.915 $ 0.663 $ 1.165 $ 0.854 $
1.084 $ 0.370
Distribution to shareholders
from:
Net investment income (0.670) (0.733) (0.845) (0.864)
(0.904) (0.510)
Net realized capital gains (0.035) (0.010) -- --
- -- --
Net increase (decrease) in net
asset value $ 0.21 $ (0.08) $ 0.32 $ (0.01) $
0.18 $ (0.14)
Net asset value, end of period $ 10.48 $ 10.27 $ 10.35 $ 10.03 $
10.04 $ 9.86
Total return* 9.07% 6.67% 12.14% 8.99%
11.49% 3.76%
Ratio of net operating
expenses to average net
assets 1.00% 1.03% 0.75% 0.75%
0.75% 0.67%**
Ratio of net investment income
to average net assets 6.37% 7.01% 8.07% 8.75%
9.10% 8.86%**
Portfolio turnover rate 41.50% 54.50% 36.54% 69.12%
66.06% 61.20%**
Net assets, end of period $105,891,514 $85,424,799 $43,711,391 $17,159,546
$10,532,983 $4,634,146
Ratios assuming no fee
reduction or expense
limitation by the Manager:
Net operating expenses 1.13% 1.25% 1.75% 1.81%
2.36% 3.01%**
Net investment income 6.24% 6.79% 7.07% 7.69%
7.49% 6.52%**
</TABLE>
* 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.
<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 intends to limit its investments to those
permissible 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.
<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 PGI, 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.
All portfolios managed by the Manager, are overseen by an Investment
Committee, either the Equity Committee or the
<PAGE>
Fixed Income Committee. Both Committees consist of the Manager's most senior
investment professionals and are 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 investment research or brokerage services or sells
shares of the Trust or other 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 (effective January 1, 1994, reduced from 0.60%) of the Trust's average
daily net assets. The fee is normally computed daily and paid monthly.
During the fiscal year ended December 31, 1993, the Trust incurred net expenses
of $978,935, including management fees paid or payable to the Manager of
$454,201 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, 1993, this agreement resulted in a reduction of the Trust's
management fee of $133,160.
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
<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 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 (see "Automatic
Investment Plans") is established.
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:
Dealer
Sales Charge as % of Allowance
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price
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
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. 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.
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. 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
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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.
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. 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.
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.
Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none
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 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
Internal Revenue Code of 1986 (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).
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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 (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; (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 contingent deferred sales charge 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 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:
* 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,
<PAGE>
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.
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 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 fund. Not all Pioneer funds offer
more than one Class of shares. A new Pioneer account opened through an exchange
must have a registration identical to that on the original account.
Class A or Class B shares which would normally be subject to a CDSC upon
redemption will not be charged the applicable CDSC at the time of an exchange.
Shares acquired in an exchange will be subject to the CDSC of the shares
originally held. For purposes of determining the amount of any applicable CDSC,
the length of time you have owned 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
<PAGE>
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
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, 1993,
there was an allowable carryover of distribution expenses reimbursable to PFD of
$243,439 (approximately 0.23% 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 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 by the end of the 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
<PAGE>
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. 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. 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 an 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. Investomatic Plan investments are 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 fund
account invested in a second Pioneer 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.
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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 you own TDD keyboard equipment, you can
call our TDD number toll-free at 1-800-225-1997, weekdays from 8:30 a.m. to
5:30 p.m. Eastern Time to contact our telephone representatives with questions
about your account.
Systematic Withdrawal Plans
If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan ("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.
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
<PAGE>
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; 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.
<PAGE>
THE PIONEER FAMILY OF MUTUAL FUNDS
Growth Funds
Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer International Growth Fund
Pioneer Europe Fund
Pioneer Emerging Markets Fund
Growth and Income Funds
Pioneer Three
Pioneer II
Pioneer Fund
Pioneer Equity-Income Fund
Pioneer Winthrop Real Estate Investment Fund
Income Funds
Pioneer Income Fund
Pioneer Bond Fund
Pioneer America Income Trust
Pioneer Tax-Free Income Fund
Pioneer California Double Tax-Free Fund
Pioneer Massachusetts Double Tax-Free Fund
Pioneer New York Triple Tax-Free Fund
Pioneer Intermediate Tax-Free Fund
Pioneer Short-Term Income Trust
Specialized Growth Funds
Pioneer Gold Shares
Pioneer India Fund
Money Market Funds
Pioneer Cash Reserves Fund
Pioneer U.S. Government Money Fund
Pioneer Tax-Free Money Fund
<PAGE>
[Back cover]
[Pioneer Logo]
Pioneer America
Income Trust
Class A and
Class B Shares
Prospectus
April 29, 1994
(Revised July 1, 1994)
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 & CO.
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
0295-1850-4
(C)Pioneer Funds Distributor, Inc.
