File No. 33-20795
File No. 811-5516
As filed with the Securities and Exchange Commission on April 22, 1996.
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. 10 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/ X /
Amendment No. 11 / 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
(617) 742-7825
(Registrant's Telephone Number, including Area Code)
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 (check appropriate box):
x immediately upon filing pursuant to paragraph (b)
___ on May 1, 1996 pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on January __, 1996 pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on [date] pursuant to paragraph (a)(2) of Rule 485
The Registrant has registered an indefinite number of shares pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Registrant has
filed its Rule 24f-2 Notice for its current fiscal year on or about February 28,
1996.
CALCULATION OF REGISTRATION FEE
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Aggregate Registration
Registered Registered Price Per Unit Offering Price Fee
- ---------- ---------- -------------- -------------- ---
Shares of 822,556 $9.96 $8,192,657.70 $100.00*
Beneficial
Interest
*This calculation has been made pursuant to Rule 24e-2 under the Investment
Company Act of 1940. During its fiscal year ended December 31, 1995, the
Registrant redeemed or repurchased 4,748,465 Class A and Class B shares of
beneficial interest, of which 3,955,025 were utilized by the Registrant on its
Rule 24f-2 Notice filed on February 28, 1996 and 793,440 are being used herein
for purposes of reducing the filing fee payable herewith under Rule 24e-2. No
fee is required for the registration of such 793,440 shares. An additional
29,116 shares being registered hereby are valued at the average public offering
price of $9.96 as of April 18, 1996.
<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
Additional
Form N-1A Item Number and Caption 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>
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
-2-
<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
-3-
<PAGE>
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
-4-
<PAGE>
Pioneer America
Income Trust
Class A, Class B and Class C Shares
Prospectus
April 24, 1996
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 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 the Trust's
Statement of Additional Information, also dated April 24, 1996, 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 5
U.S. Government Securities 5
GNMA Certificates 5
"When-Issued" GNMA Certificates 6
IV. MANAGEMENT OF THE TRUST 6
V. TRUST SHARE ALTERNATIVES 7
VI. SHARE PRICE 8
VII. HOW TO BUY TRUST SHARES 8
VIII. HOW TO SELL TRUST SHARES 11
IX. HOW TO EXCHANGE TRUST SHARES 12
X. DISTRIBUTION PLANS 13
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 14
XII. SHAREHOLDER SERVICES 14
Account and Confirmation Statements 14
Additional Investments 14
Automatic Investment Plans 15
Financial Reports and Tax Information 15
Distribution Options 15
Directed Dividends 15
Direct Deposit 15
Voluntary Tax Withholding 15
Telephone Transactions and Related Liabilities 15
FactFone(SM) 15
Retirement Plans 15
Telecommunications Device for the Deaf (TDD) 16
Systematic Withdrawal Plans 16
Reinstatement Privilege (Class A Shares Only) 16
XIII. THE TRUST 16
XIV. INVESTMENT RESULTS 16
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 annual operating expenses based upon actual
expenses incurred for the fiscal year ended December 31, 1995. For Class C
shares, operating expenses are based on estimated expenses that would have
been incurred if Class C shares had been outstanding for the entire fiscal
year ended December 31, 1995.
Shareholder Transaction Expenses: Class A Class B Class C+
--------- --------- -----------
Maximum Initial Sales Charge on
Purchases (as a percentage of
offering price) 4.50%(1) None None
Maximum Sales Charge on
Reinvestment of Dividends None None None
Maximum Deferred Sales Charge
(as a percentage of original
purchase price or redemption
proceeds, as applicable) None(1) 4.00% 1.00%
Redemption Fee(2) None None None
Exchange Fee None None None
Annual Operating Expenses
(as a percentage of average
net assets):
Management Fee (after fee
reduction)(3) 0.30% 0.30% 0.30%
12b-1 Fees 0.25% 1.00% 1.00%
Other Expenses (including
transfer agent fee, custodian
fees and accounting and
printing expenses) 0.45% 0.42% 0.42%
------- ------- ---------
Total Operating Expenses (after
fee reduction):(3) 1.00% 1.72% 1.72%
======= ======= =========
+ Class C shares were first offered on January 31, 1996.
(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 ("CDSC"). See "How to Sell Fund
Shares."
(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 ("PMC")
agreed not to impose a portion of its management fee and to make other
arrangements, if necessary, to limit the Class A shares operating
expenses to 1.00% of average daily net assets attributable to the Class A
shares. The portion of fund-wide expenses attributable to Class B and
Class C shares will be reduced only to the extent such expenses are
reduced for the Class A shares of the Trust. This agreement is voluntary
and temporary and may be revised or terminated at any time.
Class A Class B Class C
--------- --------- -----------
Expenses Absent Fee
Reduction
Management Fee 0.50% 0.50% 0.50%
Total Operating Expenses 1.22% 1.97% 1.97%
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 $84 $113 $184*
--Assuming no
redemption $17 $54 $ 94 $184*
Class C Shares**
--Assuming complete
redemption at end
of period $27 $54 $ 93 $203
--Assuming no
redemption $17 $54 $ 93 $203
*Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.
**Class C shares redeemed during the first year after purchase are subject to
a 1% CDSC.
The example above assumes reinvestment of all dividends and distributions and
that the percentage amounts listed under "Annual Operating Expenses" remain
the same each year.
The example is designed for informational purposes only, and should not be
considered a representation of past or future expenses or return. Actual
Trust expenses and returns vary from year to year and may be higher or lower
than those shown.
For further information regarding management fees, Rule 12b-1 fees and other
expenses of the 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. ("NASD").
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 Pioneer mutual funds. 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, 1995 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 C shares is a new
class of shares; no financial highlights exist for Class C 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
For the Year Ended December 31, to
-------------------------------------------------------------------------- December 31,
1995 1994 1993 1992 1991 1990 1989 1988
------- ------- ------- ------- ------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period $ 9.41 $10.48 $10.27 $10.35 $10.03 $10.04 $ 9.86 $10.00
------ ------ ------ ------ ------ ------ ------ ----------
Increase
(decrease) from
investment
operations:
Net investment
income $ 0.68 $ 0.66 $ 0.68 $ 0.73 $ 0.84 $ 0.87 $ 0.90 $ 0.51
Net realized
and unrealized
gain (loss) on
investments 0.79 (1.07) 0.24 (0.07) 0.33 (0.02) 0.18 (0.14)
------ ------ ------ ------ ------ ------ ------ ----------
Total increase
(decrease) from
investment
operations $ 1.47 $(0.41) $ 0.92 $ 0.66 $ 1.17 $ 0.85 $ 1.08 $ 0.37
Distribution to
shareholders
from:
Net investment
income (0.68) (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 $ 0.79 $(1.07) $ 0.21 $(0.08) $ 0.32 $(0.01) $ 0.18 $(0.14)
------ ------ ------ ------ ------ ------ ------ ----------
Net asset value,
end of period $10.20 $ 9.41 $10.48 $10.27 $10.35 $10.03 $10.04 $ 9.86
====== ====== ====== ====== ====== ====== ====== ==========
Total return* 16.06% (3.97)% 9.07% 6.67% 12.14% 8.99% 11.49% 3.76%
Net assets, end
of period (in
thousands) $162,708 $161,858 $105,892 $85,425 $43,711 $17,160 $10,533 $4,634
Ratio of net
operating
expenses to
average net
assets 1.02%+ 1.00% 1.00% 1.03% 0.75% 0.75% 0.75% 0.67%**
Ratio of net
investment
income to
average net
assets 6.85%+ 6.84% 6.37% 7.01% 8.07% 8.75% 9.10% 8.86%**
Portfolio
turnover rate 62.25% 60.50% 41.50% 54.50% 36.54% 69.12% 66.06% 61.20%**
Ratios assuming
no reduction of
fees or
expenses
by PMC or
reduction of
fees paid
indirectly:
Net operating
expenses 1.22% 1.12% 1.13% 1.25% 1.75% 1.81% 2.36% 3.01%**
Net investment
income 6.65% 6.72% 6.24% 6.79% 7.07% 7.69% 7.49% 6.52%**
Ratios assuming
a reduction of
fees and
expenses by
PMC and a
reduction for
fees paid
indirectly:
Net operating
expenses 1.00%
Net investment
income 6.87%
</TABLE>
+ Ratios assuming no reduction for fees paid indirectly.
* 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.
3
<PAGE>
For Each Class B Share Outstanding throughout Each Period:
For the Year
Ended April 29, 1994
December 31, to December 31,
1995 1994
-------------- -------------------
Net asset value, beginning of
period $ 9.40 $ 9.85
------------ -----------------
Increase/decrease from investment
operations:
Net investment income $ 0.61 $ 0.40
Net realized and unrealized loss
on investments 0.77 (0.45)
------------ -----------------
Total increase/decrease from
investment operations $ 1.38 $(0.05)
Distribution to shareholders from:
Net investment income (0.61) (0.40)
Net decrease in net asset value $ 0.77 $(0.45)
------------ -----------------
Net asset value, end of period $10.17 $ 9.40
============ =================
Total return* 15.08% (0.57)%
Net assets, end of period (in
thousands) $6,992 $2,170
Ratio of net operating expenses to
average net assets 1.77%+ 1.78%**
Ratio of net investment income to
average net assets 5.92%+ 6.35%**
Portfolio turnover rate 62.25% 60.50%**
Ratios assuming no reduction of
fees or expenses by PMC or
reduction of fees paid
indirectly:
Net operating expenses 1.97% 1.90%**
Net investment income 5.72% 6.23%**
Ratios assuming a reduction of fees
and expenses by PMC and a
reduction for fees paid
indirectly:
Net operating expenses 1.72%
Net investment income 5.97%
+ Ratios assuming no reduction for fees paid indirectly.
* 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.
4
<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 September 30, 1995, for federal credit unions.
U.S. Government Securities in which the Trust may invest 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. Accordingly, the market value of these securities
held in the Trust's portfolio and 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, PMC, 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 may 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 FHA 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 U.S. 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.
5
<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 seven 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 policy
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 PMC as investment adviser, the Trust
requires no employees other than its executive officers, all of whom receive
their compensation from PMC or other sources. The Statement of Additional
Information contains the names and general background of each Trustee and
executive officer of the Trust.
The Trust is managed under a contract with PMC 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. PMC is a wholly-owned subsidiary of The Pioneer Group, Inc.
("PGI"), a Delaware corporation. Pioneer Funds Distributor, Inc. ("PFD"), an
indirect 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 PMC, 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 PMC, including the Trust, is
overseen by the Domestic Fixed Income Portfolio Management Committee, which
consists of PMC's
6
<PAGE>
most senior domestic fixed income professionals. The committee is chaired by
David D. Tripple, PMC's President and Chief Investment Officer and Executive
Vice President of each of the Pioneer mutual funds. Mr. Tripple joined PMC in
1974 and has had general responsibility for PMC's investment operations and
specific portfolio assignments for over five years. Fixed income investments
made by PMC, including those made on behalf of the Trust, are under the
general supervision of Sherman B. Russ, Vice President of PMC and the Trust.
Mr. Russ joined PMC in 1983.
Day-to-day management of the Trust has been the responsibility of Mr. Russ
since inception. 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 PMC in 1988 and is a Vice
President.
In addition to the Trust, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC's and PFD's executive offices are located at 60
State Street, Boston, Massachusetts 02109.
Under the terms of its contract with the Trust, PMC assists in the management
of the Trust and is authorized in its discretion to buy and sell securities
for the account of the Trust, subject to the right of the Trust's Trustees to
disapprove any such purchase or sale. PMC pays all the ordinary operating
expenses, including executive salaries and the rental of office space related
to its services for the Trust, with the exception of the following which are
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 PMC or its affiliates, office
space and facilities and personnel compensation, training and benefits; (b)
the charges and expenses of auditors; (c) the charges and expenses of any
custodian, transfer agent, plan agent, dividend disbursing agent and
registrar appointed by the Trust with respect to 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 regulatory agencies; (g)
all expenses of shareholders' and Trustees' meetings and of preparing,
printing and distributing prospectuses, notices, proxy statements and all
reports to shareholders and to governmental agencies; (h) charges and
expenses of legal counsel to the Trust and 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 PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances where two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides 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 PMC
incurs, PMC 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, 1995, the Trust incurred net
expenses of $2,036,708, including management fees paid or payable to PMC of
$489,986 after reduction pursuant to PMC's voluntary expense limitation
agreement.
PMC 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 Class B and Class C 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 PMC at any time.
V. TRUST SHARE ALTERNATIVES
The Trust continuously offers three Classes of shares designated as Class A,
Class B and Class C shares, as described more fully in "How to Buy Trust
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 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 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 attribut-
7
<PAGE>
able to Class B shares. Your entire investment in Class B shares is available
to work for you from the time you make your investment, but the higher
distribution fee paid by Class B shares will cause your Class B shares (until
conversion) to have a higher expense ratio and to pay lower dividends, to the
extent dividends are paid, than Class A shares. Class B shares will
automatically convert to Class A shares, based on relative net asset value,
eight years after the initial purchase.
Class C Shares. Class C shares are sold without an initial sales charge, but
are subject to a 1% CDSC if they are redeemed within the first year after
purchase. Class C shares are subject to distribution and service fees at a
combined annual rate of up to 1.00% of the Trust's average daily net assets
attributable to Class C shares. Your entire investment in Class C shares is
available to work for you from the time you make your investment, but the
higher distribution fee paid by Class C shares will cause your Class C shares
to have a higher expense ratio and to pay lower dividends, to the extent
dividends are paid, than Class A shares. Class C shares have no conversion
feature.
Selecting a Class of 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. If you prefer not to pay an initial sales charge and you plan to
hold your investment for one to eight years, you may prefer Class C 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 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. Shares will be purchased at the public offering price,
that is, the net asset value per share plus any applicable sales charge, next
computed after receipt of a purchase order, except as set forth below.
The minimum initial investment is $1,000 for Class A, Class B and Class C
shares except as specified below. The minimum initial investment is $50 for
Class A accounts being established to utilize monthly bank drafts, government
allotments, payroll deduction and other similar automatic investment plans.
Separate minimum investment requirements apply to retirement plans and to
telephone and wire orders placed by broker-dealers; no sales charges or
minimum requirements apply to the reinvestment of dividends or capital gains
distributions. The minimum subsequent investment is $50 for Class A shares
and $500 for Class B and Class C shares except that the subsequent minimum
investment amount for Class B and Class C share accounts may be as little as
$50 if an automatic investment plan is established (see "Automatic Investment
Plans").
Telephone Purchases. Your account is automatically authorized to have the
telephone purchase privilege unless you indicated otherwise on your Account
Application or by writing to Pioneering Services Corporation ("PSC"). The
telephone purchase option may be used to purchase additional shares for an
existing fund account; it may not be used to establish a new account. Proper
account identification will be required for each telephone purchase. A
maximum of $25,000 per account may be purchased by telephone each day. The
telephone purchase privilege is available to Individual Retirement Accounts
("IRAs") but may not be available to other types of retirement plan accounts.
Call PSC for more information.
You are strongly urged to consult with your financial representative prior to
requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section
of your Account Application or an Account Options Form. PSC will
electronically debit the amount of each purchase from this predesignated bank
account. Telephone purchases may not be made for 30 days after the
establishment of your bank of record or any change to your bank information.
Telephone purchases will be priced at the net asset value plus any applicable
sales charge next determined after PSC's receipt of a telephone purchase
instruction and receipt of good funds (usually three days after the purchase
instruction). You may always elect to deliver purchases to PSC by mail. See
"Telephone Transactions and Related Liabilities" for additional information.
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:
8
<PAGE>
Sales Charge as % of Dealer
-------------------- 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 $5 million invested; 0.50% on the next $45 million; and 0.25% on the
excess over $50 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 may pay to Mutual of Omaha Investor
Services, Inc. 50% of PFD's retention of any sales commission on sales of the
Trust'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 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. Information about such arrangements is
available from PFD. Class A shares of the Fund may be sold at net asset value
without a sales charge to 401(k) retirement plans with 100 or more
participants or at least $500,000 in plan assets.
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 PMC 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 PMC 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. Class A shares of the Trust may be sold
at net asset value per share without a sales charge to Optional Retirement
Program (the "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. Class A 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 immediately 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.
9
<PAGE>
Class B Shares
You may buy Class B shares at the net asset value per share next computed
after receipt of a purchase order 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 mutual 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 ("IRS"), 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.
Class C Shares
You may buy Class C shares at net asset value without the imposition of an
initial sales charge; however, Class C shares redeemed within one year of
purchase will be subject to a CDSC of 1.00%. The charge will be assessed on
the amount equal to the lesser of the current market value or the original
purchase cost of the shares being redeemed. No CDSC will be imposed on
increases in account value above the initial purchase price, including shares
derived from the reinvestment of dividends or capital gains distributions.
Class C shares do not convert to any other Class of Trust shares.
For the purpose of determining the time of any purchase, all payments during
a quarter will be aggregated and deemed to have been made on the first day of
that quarter. In processing redemptions of Class C shares, the Trust will
first redeem shares not subject to any CDSC, and then shares held for the
shortest period of time during the one-year period. As a result, you will pay
the lowest possible CDSC.
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Trust in connection with the sale of Class C shares, including the
payment of compensation to broker-dealers.
Waiver or Reduction of Contingent Deferred Sales
Charge. The CDSC on Class B shares may be waived or reduced for
non-retirement accounts if: (a) the redemption results from the death of all
registered owners of an account (in the case of UGMAs, UTMAs and trust
accounts, waiver applies upon the death of all beneficial owners) or a total
and permanent disability (as defined in Section 72 of the 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 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
10
<PAGE>
of the plan's assets in the Trust as of the later of the prior December 31 or
the date the account was established unless the plan's assets are being
rolled over to or reinvested in the same class of shares of a Pioneer mutual
fund subject to the CDSC of the shares originally held); (d) the distribution
is from an IRA, 403(b) or employer-sponsored retirement plan and is to be
rolled over to or reinvested in the same class of shares in a Pioneer mutual
fund and which will be subject to the applicable CDSC upon redemption; (e)
the distribution is in the form of a loan to a participant in a plan which
permits loans (each repayment of the loan will constitute a new sale which
will be subject to the applicable CDSC upon redemption); or (f) the
distribution is from a qualified defined contribution plan and represents a
participant's directed transfer (provided that this privilege has been
pre-authorized through a prior agreement with PFD regarding participant
directed transfers).
The CDSC on Class C shares and on any Class A shares subject to a CDSC may be
waived or reduced as follows: (a) for automatic redemptions as described in
"Systematic Withdrawal Plans" (limited to 10% of the value of the account);
(b) if the redemption results from the death or a total and permanent
disability (as defined in Section 72 of the Code) occurring after the
purchase of the shares being redeemed of a shareowner or participant in an
employer-sponsored retirement plan; (c) if the distribution is part of a
series of substantially equal payments made over the life expectancy of the
participant or the joint life expectancy of the participant and his or her
beneficiary; or (d) if the distribution is to a participant in an
employer-sponsored retirement plan and is (i) a return of excess employee
deferrals or contributions, (ii) a qualifying hardship distribution as
defined by the Code, (iii) from a termination of employment, (iv) in the form
of a loan to a participant in a plan which permits loans, or (v) from a
qualified defined contribution plan and represents a participant's directed
transfer (provided that this privilege has been pre-authorized through a
prior agreement with PFD regarding participant directed transfers).
The CDSC on Class B and Class C 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 any 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.
(bullet) If you are selling shares from a retirement account, you must make
your request in writing (except for exchanges to other Pioneer
mutual funds which can be requested by phone or in writing). Call
1-800-622-0176 for a retirement distribution form.
(bullet) If you are selling shares from a non-retirement account, you may use
any of the methods described below.
Your shares will be sold at the share price next calculated after your order
is received in good order less any applicable CDSC. Sale proceeds generally
will be sent to you in cash, normally within seven days after your order is
received in good order. 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 PSC, however, you must use
a written request, including a signature guarantee, to sell your shares if
any of the following situations applies:
(bullet) you wish to sell over $50,000 worth of shares,
(bullet) your account registration or address has changed within the last 30
days,
(bullet) the check is not being mailed to the address on your account
(address of record),
(bullet) the check is not being made out to the account owners, or
(bullet) the sale proceeds are being transferred to a Pioneer account with a
different registration.
Your request should include your name, the 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, PSC 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
by PSC. Good order means that there are no outstanding claims or requests to
hold redemptions on the
11
<PAGE>
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 per day may
be redeemed by telephone or fax and the proceeds may be received by check or
by bank wire or electronic funds transfer. 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 or by electronic funds
transfer: the proceeds must be sent to your bank address of record which must
have been properly pre-designated either on your Account Application or on an
Account Options Form and which must not have changed in the last 30 days. To
redeem by fax send your redemption request to 1-800-225-4240. You may always
elect to deliver redemption instructions to PSC by mail. See "Telephone
Transactions and Related Liabilities" below. Telephone and fax redemptions
will be priced as described above. You are strongly urged to consult with
your financial representative prior to requesting a telephone redemption.
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 mutual fund will continue to be
subject to the CDSC until the original 12-month period expires. However, no
CDSC is payable upon redemption with respect to Class A shares purchased 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
Pioneer mutual fund out of which you wish to exchange and the name of the
Pioneer mutual fund into which you wish to exchange, your fund account
number(s), the Class of shares to be exchanged and the dollar amount or
number of shares to be exchanged. Written exchange requests must be signed by
all record owner(s) exactly as the shares are registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicated otherwise on your Account
application or by writing to PSC. Proper account identification will be
required for each telephone exchange. Telephone exchanges may not exceed
$500,000 per account per day. Each telephone exchange request, whether by
voice or by FactFone(SM), will be recorded. You are strongly urged to consult
with your financial representative prior to requesting a telephone exchange.
See "Telephone Transactions and Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one Pioneer
mutual fund account for shares of the same Class in another Pioneer mutual
fund account on a monthly or quarterly basis. The accounts must have
identical registrations and the originating account must have a minimum
balance of $5,000. The exchange will be effective on the 18th day of the
month.
General. Exchanges must be at least $1,000. 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
mutual fund account opened through an exchange must have a registration
identical to that on the original account.
12
<PAGE>
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. For the protection of the Trust's performance and shareholders,
the Trust and PFD reserve the right to refuse any exchange request or
restrict, at any time without notice, the number and/or frequency of
exchanges to prevent abuses of the exchange privilege. Such abuses may arise
from frequent trading in response to short-term market fluctuations, a
pattern of trading by an individual or group that appears to be an attempt to
"time the market," or any other exchange request which, in the view of
management, will have a detrimental effect on the Trust's portfolio
management strategy or its operations. In addition, the Trust and PFD reserve
the right to charge a fee for exchanges or to modify, limit, suspend or
discontinue the exchange privilege with notice to shareholders as required by
law.
X. DISTRIBUTION PLANS
The Trust has adopted a Plan of Distribution for each Class of shares (the
"Class A Plan," "Class B Plan," and "Class C Plan") in accordance with Rule
12b-1 under the 1940 Act pursuant to which certain distribution and service
fees are paid.
Pursuant to the Class A Plan, the 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, 1995, there was an allowable carryover
of distribution expenses reimbursable to PFD of $2,098 (less than 0.01% of
the net assets attributable to the Class A shares of the Trust).
Both the Class B Plan and the Class C Plan provide 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 the applicable Class of 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 that Class of 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 or Class C shares. PFD
also receives the proceeds of any CDSC imposed on the redemption of Class B
or Class C shares.
Commissions of 4%, equal to 3.75% of the amount invested and a first year's
service fee equal to 0.25% of the amount invested in Class B shares, are paid
to broker-dealers who have selling agreements with PFD. PFD may advance to
dealers the first year service fee at a rate up to 0.25% of the purchase
price of such shares and, as compensation 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.
Commissions of up to 1% of the amount invested in Class C shares, consisting
of 0.75% of the amount invested and a first year's service fee of 0.25% of
the amount invested, are paid to broker-dealers who have selling agreements
with PFD. PFD may advance to dealers the first year service fee at a rate up
to 0.25% of the purchase price of such shares and, as compensation therefore,
PFD may retain the service fee paid by the Trust with respect to such shares
for the first year
13
<PAGE>
after purchase. Commencing in the 13th month following the purchase of Class
C shares, dealers will become eligible for additional annual distribution
fees and service fees of up to 0.75% and 0.25%, respectively, of the net
asset value of such shares.
Dealers may from time to time be required to meet certain criteria in order
to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class B Plan or the Class C Plan for which
there is no dealer of record or for which qualification standards have not
been met as partial consideration for personal services and/or account
maintenance services performed by PFD or its affiliates for shareholder
accounts.
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 to
shareholders 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, exchanges
or repurchases of Trust shares paid to individuals and other non-exempt
payees will be subject to 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 ("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 and Class C shares) to PSC (account number and
Class of shares should be clearly indicated). The bottom portion of a
confirmation statement may be used as a remittance slip to make additional
investments. Additions to your account, whether by check or through a Pioneer
Investomatic Plan, are invested in full and fractional shares of the Trust at
the applicable offering price in effect as of the close of regular trading on
the Exchange on the day of receipt.
14
<PAGE>
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 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., PGI IRA Cust for
John Smith may only go into another account registered PGI IRA Cust for John
Smith.
Direct Deposit
If you have elected to take distributions, whether dividends or dividends and
capital gains, in cash, or have established a Systematic Withdrawal Plan, you
may choose to have those cash payments deposited directly into your savings,
checking or NOW bank account. You may 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 purchase, sell or exchange Trust shares by telephone.
See "Share Price" for more information. For personal assistance, call
1-800-225-6292 between 8:00 a.m. and 9:00 p.m. Eastern time on weekdays.
Computer-assisted transactions may be available to shareholders who have
pre-recorded certain bank information (see "FactFone(SM)"). You are strongly
urged to consult with your financial representative prior to requesting any
telephone transaction.
To confirm that each transaction instruction received by telephone is
genuine, the 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.
FactFone(SM)
FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer shareholders by dialing 1-800-225-4321. FactFone(SM)
allows you to obtain current information on your Pioneer mutual fund accounts
and to inquire about the prices and yields of all publicly available Pioneer
mutual funds. In addition, you may use FactFone(SM) to make computer-assisted
telephone purchases, exchanges and redemptions from your Pioneer accounts if
you have activated your PIN. Telephone purchases and redemptions require the
establishment of a bank account of record. You are strongly urged to consult
with your financial representative prior to requesting any telephone
transaction. Shareholders whose accounts are registered in the name of a
broker-dealer or other third party may not be able to use FactFone(SM). See
"How to Buy Trust Shares," "How to Exchange Trust Shares," "How to Sell Trust
Shares" and "Telephone Transactions and Related Liabilities." Call PSC for
assistance.
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, IRAs, 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.
15
<PAGE>
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 will be limited to 10% of the value of the account if
a CDSC is applicable. 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 a diversified, open-end 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 three classes of shares, designated
Class A, Class B and Class C. 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, Class B and
Class C shareholders have exclusive voting rights with respect to the Rule
12b-1 distribution plans adopted by holders of those shares in connection
with the distribution of shares. The Trust 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
16
<PAGE>
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 additional 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 and Class C shares the calculation reflects the deduction of any
applicable CDSC. 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 indices,
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.
17
<PAGE>
Notes
18
<PAGE>
THE PIONEER FAMILY OF MUTUAL FUNDS
International Growth Funds
Pioneer International Growth Fund
Pioneer Europe Fund
Pioneer Emerging Markets Fund
Pioneer India Fund
Growth Funds
Pioneer Capital Growth Fund
Pioneer Mid-Cap Fund
Pioneer Growth Shares
Pioneer Small Company Fund
Pioneer Gold Shares
Growth and Income Funds
Pioneer Equity-Income Fund
Pioneer Fund
Pioneer II
Pioneer Real Estate Shares
Income Funds
Pioneer Short-Term Income Trust
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer Income Fund
Tax-Free Income Funds
Pioneer Intermediate Tax-Free Fund*
Pioneer Tax-Free Income Fund*
Money Market Fund
Pioneer Cash Reserves Fund
*Not suitable for retirement accounts
19
<PAGE>
[Cover]
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
FactFone(SM)
Automated fund yields, automated prices and
account information ................................. 1-800-225-4321
Retirement plans ..................................... 1-800-622-0176
Toll-free fax ........................................ 1-800-225-4240
Telecommunications Device for the Deaf (TDD) ......... 1-800-225-1997
0496-3263
(C)Pioneer Funds Distributor, Inc.
<PAGE>
PIONEER AMERICA INCOME TRUST
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
Class A, Class B and Class C Shares
April 24, 1996
This Statement of Additional Information (Part B of the Registration Statement)
is not a Prospectus but should be read in conjunction with the Prospectus (the
"Prospectus") dated April 24, 1996, as amended and/or supplemented from time to
time, 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 by reference.
TABLE OF CONTENTS
Page
1. Investment Policies and Restrictions................................... 2
2. Management of the Trust................................................ 6
3. Investment Adviser..................................................... 10
4. Principal Underwriter ................................................. 10
5. Distribution Plans..................................................... 11
6. Shareholder Servicing/Transfer Agent................................... 11
7. Custodian.............................................................. 14
8. Independent Public Accountants......................................... 14
9. Portfolio Transactions................................................. 14
10. Tax Status............................................................. 14
11. Description of Shares.................................................. 16
12. Certain Liabilities.................................................... 18
13. Letter of Intention.....................................................18
14. Systematic Withdrawal Plan..............................................19
15. Determination of Net Asset Value........................................19
16. Investment Results......................................................20
17. Financial Statements....................................................20
Index Descriptions.................................................24
Performance Statistics.............................................24
Other Pioneer Information..........................................24
-------------------------
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
objective 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 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 United States ("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,
-2-
<PAGE>
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;
(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;
-3-
<PAGE>
(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
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.
-4-
<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;
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.
-5-
<PAGE>
2. MANAGEMENT OF THE TRUST
The Trust's Board of Trustees provides broad supervision over the
affairs of the Trust. The officers of the Trust are responsible for the Trust's
operations. The Trustees and executive officers of the Trust are listed below,
together with their principal occupations during the past five years. An
asterisk indicates those Trustees who are interested persons of the Trust within
the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").
JOHN F. COGAN, JR.*, Chairman of the Board, President and Trustee, DOB: June
1926
President, Chief Executive Officer and a Director of The Pioneer Group,
Inc. ("PGI"); Chairman and a Director of Pioneering Management Corporation
("PMC") and Pioneer Funds Distributor, Inc. ("PFD"); Director of Pioneering
Services Corporation ("PSC"), Pioneer Capital Corporation ("PCC") and
Forest-Starma (Russian timber joint venture); President and Director of Pioneer
Plans Corporation ("PPC"), Pioneer Investment Corp. ("PIC"), Pioneer Metals and
Technology, Inc. ("PMT"), Pioneer International Corp. ("PIntl"), Pioneer First
Russia, Inc. ("First Russia") and Pioneer Omega, Inc. ("Omega"); Chairman of the
Board and Director of Pioneer Goldfields Limited ("PGL") and Teberebie
Goldfields Limited; Chairman of the Supervisory Board of Pioneer Fonds
Marketing, GmbH ("Pioneer GmbH"); Member of the Supervisory Board of Pioneer
First Polish Trust Fund Joint Stock Company ("PFPT"); Chairman, President and
Trustee of all of the Pioneer mutual funds and Partner, Hale and Dorr (counsel
to the Trust).
RICHARD H. EGDAHL, M.D., Trustee, DOB: December 1926
Boston University Health Policy Institute, 53 Bay State Rd., Boston, MA 02115
Professor of Management, Boston University School of Management;
Professor of Public Health, Boston University School of Public Health; Professor
of Surgery, Boston University School of Medicine; Director, Boston University
Health Policy Institute and Boston University Medical Center; Executive Vice
President and Vice Chairman of the Board, University Hospital; Academic Vice
President for Health Affairs, Boston University; Director, Essex Investment
Management Company, Inc. (investment adviser), Health Payment Review, Inc.
(health care containment software firm), Mediplex Group, Inc. (nursing care
facilities firm), Peer Review Analysis, Inc. (health care facilities firm) and
Springer-Verlag New York, Inc. (publisher); Honorary Trustee, Franciscan
Children's Hospital and Trustee of all of the Pioneer mutual funds.
MARGARET B.W. GRAHAM, Trustee, DOB: May 1947
The Keep, P.O. Box 110. Little Deer Isle, ME 04650
Founding Director, Winthrop Group, Inc. (consulting firm) since 1982;
Manager of Research Operations, Xerox Palo Alto Research Center, from 1991 to
1994; Professor of Operations Management and Management of Technology, Boston
University School of Management ("BUSM"), from 1989 to 1993 and Trustee of all
of the Pioneer mutual funds, except Pioneer Variable Contracts Trust.
JOHN W. KENDRICK, Trustee, DOB: July 1917
6363 Waterway Drive, Falls Church, VA 22044
Professor Emeritus and Adjunct Scholar, George Washington University;
Economic Consultant and Director, American Productivity and Quality Center;
American Enterprise Institute and Trustee of all of the Pioneer mutual funds,
except Pioneer Variable Contracts Trust.
MARGUERITE A. PIRET, Trustee, DOB: May 1948
One Boston Place, Suite 2635, Boston, MA 02108
-6-
<PAGE>
President, Newbury, Piret & Company, Inc. (merchant banking firm) and
Trustee of all of the Pioneer mutual funds.
DAVID D. TRIPPLE*, Trustee and Executive Vice President, DOB: February 1944
Executive Vice President and a Director of PGI; President, Chief
Investment Officer and a Director of PMC; Director of PFD, PCC, PIC, PIntl ,
First Russia, Omega and Pioneer SBIC Corporation, Executive Vice President and
Trustee of all of the Pioneer mutual funds.
STEPHEN K. WEST, Trustee, DOB: September 1928
125 Broad Street, New York, NY 10004
Partner, Sullivan & Cromwell (law firm); Trustee, The Winthrop Focus
Funds (mutual funds) and Trustee of all of the Pioneer mutual funds.
JOHN WINTHROP, Trustee, DOB: June 1936
One North Adgers Wharf, Charleston, SC 29401
President, John Winthrop & Co., Inc. (private investment firm);
Director of NUI Corp.; Trustee of Alliance Capital Reserves, Alliance Government
Reserves and Alliance Tax Exempt Reserves and Trustee of all of the Pioneer
mutual funds, except Pioneer Variable Contracts Trust.
WILLIAM H. KEOUGH, Treasurer, DOB: April 1937
Senior Vice President, Chief Financial Officer and Treasurer of PGI;
Treasurer of PFD, PMC, PSC, PCC, PIC, PIntl, PMT, PGL, First Russia, Omega and
Pioneer SBIC Corporation; Treasurer and Director of PPC and Treasurer of all of
the Pioneer mutual funds.
JOSEPH P. BARRI, Secretary, DOB: August 1946
Secretary of PGI, PMC, PPC, PIC, PIntl, PMT, First Russia, Omega and
PCC; Clerk of PFD and PSC; Partner, Hale and Dorr (counsel to the Trust) and
Secretary of all of the Pioneer mutual funds.
ERIC W. RECKARD, Assistant Treasurer, DOB: June 1956
Manager of Fund Accounting of PMC since May 1994, Manager of Auditing,
Compliance and Business Analysis for PGI prior to May 1994 and Assistant
Treasurer of all of the Pioneer mutual funds.
ROBERT P. NAULT, Assistant Secretary, DOB: March 1964
General Counsel and Assistant Secretary of PGI since 1995; Assistant
Secretary of PMC, PIntl, PGL, First Russia, Omega and all of the Pioneer mutual
funds; Assistant Clerk of PFD and PSC; and formerly of Hale and Dorr (counsel to
the Trust) where he most recently served as junior partner.
SHERMAN B. RUSS, Vice President, DOB: July 1937
Senior Vice President of PMC; Vice President of Pioneer Bond Fund.
Pioneer Money Market Trust, and Pioneer Interest Shares, Inc.
The Trust's Amended and Restated Declaration of Trust (the "Declaration
of Trust") provides that the holders of two-thirds of its outstanding shares may
vote to remove a Trustee of the Trust at any meeting of shareholders. See
"Description of Shares" below. The business address of all officers is 60 State
Street, Boston, Massachusetts 02109.
All of the outstanding capital stock of PFD, PMC and PSC is owned,
directly or indirectly, by PGI, a publicly-owned Delaware corporation. PMC, the
Trust's
-7-
<PAGE>
investment adviser, serves as the investment adviser for the Pioneer mutual
funds listed below and manages the investments of certain institutional
accounts.
The table below lists all the Pioneer mutual funds currently offered to
the public and the investment adviser and principal underwriter for each fund.
Investment Principal
Fund Name Adviser Underwriter
Pioneer International Growth Fund PMC PFD
Pioneer Europe Fund PMC PFD
Pioneer Emerging Markets Fund PMC PFD
Pioneer India Fund PMC PFD
Pioneer Capital Growth Fund PMC PFD
Pioneer Mid-Cap Fund PMC PFD
Pioneer Growth Shares PMC PFD
Pioneer Small Company Fund PMC PFD
Pioneer Gold Shares PMC PFD
Pioneer Equity-Income Fund PMC PFD
Pioneer Fund PMC PFD
Pioneer II PMC PFD
Pioneer Real Estate Shares PMC PFD
Pioneer Short-Term Income Trust PMC PFD
Pioneer America Income Trust PMC PFD
Pioneer Bond Fund PMC PFD
Pioneer Income Fund PMC PFD
Pioneer Intermediate Tax-Free Fund PMC PFD
Pioneer Tax-Free Income Fund PMC PFD
Pioneer Cash Reserves Fund PMC PFD
Pioneer Interest Shares, Inc. PMC Note 1
Pioneer Variable Contracts Trust PMC Note 2
- ----------
Note 1 This fund is a closed-end fund.
Note 2 This is a series of eight separate portfolios designed to serve as
investment vehicles for the variable annuity and variable life insurance
contracts of various insurance companies or for certain qualified pension
plans.
To the knowledge of the 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 14% of such shares.
The Trust pays no salaries or compensation to any of its officers.
Commencing on January 1, 1996, the Trust pays an annual trustees' fee to each
Trustee who is not affiliated with PGI, PMC, PFD or PSC consisting of two
components: (a) a base fee of $500 and (b) a variable fee, calculated on the
basis of the average net assets of each series, estimated to be approximately
$173 for 1996 for the Trust. In addition, the Trust pays a per meeting fee of
$120 to each Trustee who is not affiliated with PGI, PMC, PFD or PSC. The Trust
also pays an annual committee participation fee to Trustees who serve as members
of committees established to act on behalf of one or more of the Pioneer mutual
-8-
<PAGE>
funds. Committee fees are allocated to the Trust on the basis of the Trust's
average net assets. Each Trustee who is a member of the Audit Committee for the
Pioneer mutual funds receives an annual fee equal to 10% of the aggregate annual
trustees' fee, except the Committee Chairperson who receives an annual fee equal
to 20% of the aggregate annual trustees' fee. The 1996 fees for Audit Committee
members and the Audit Committee Chairperson are expected to be approximately
$6,000 and $12,000, respectively. Members of the Pricing Committee for the
Pioneer mutual funds, as well as any other committee which renders material
functional services to the Board of Trustees for the Pioneer mutual funds,
receives an annual fee equal to 5% of the annual trustees' fee, except the
Committee Chairperson who receives an annual fee equal to 10% of the annual
trustees' fee. The 1996 fees for Pricing Committee members and the Pricing
Committee Chairperson are expected to be approximately $3,000 and $6,000,
respectively. Any such fees paid to affiliates or interested persons of PGI,
PMC, PFD or PSC are reimbursed to the Trust under its management contract. For
the fiscal year ended December 31, 1995 the Trust paid an annual trustees' fee
of $100, and a payment of $1,000 plus expenses per meeting attended, to each
Trustee who was not affiliated with PGI, PMC, PFD or PSC and paid an annual
trustees' fee of $500 plus expenses to each Trustee affiliated with PGI, PMC,
PFD or PSC.
The following table provides information regarding the compensation
paid by the Trust and other Pioneer Funds to the Trustees for their services.
<TABLE>
<CAPTION>
Pension or Total Compensa-
Retirement tion from the
Benefits Trust and other
Aggregate Accrued funds in the
Compensation as Part of the Pioneer Family
Trustee From the Trust* Fund's Expenses of Mutual Funds**
<S> <C> <C> <C>
John F. Cogan, Jr. $ 500 $0 $11,000*
Richard H. Egdahl, M.D. 2,171 0 63,315
Margaret B.W. Graham 2,171 0 62,398
John W. Kendrick 2,171 0 62,398
Marguerite A. Piret 2,797 0 76,704
David D. Tripple 500 0 11,000
Stephen K. West 2,453 0 68,180
John Winthrop 2,590 0 71,199
Stephen G. Kasnet 0 0 0
-------------------------------------------------------
Totals $15,353 $0 $426,694
======= === ========
- -----------------------------
</TABLE>
* 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, 1995. As of such date, there were
22 Pioneer mutual funds.
Any such fees and expenses paid to affiliates or interested persons of
PGI, 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
-9-
<PAGE>
than 1% of the outstanding shares of the Trust. As March 29, 1996, David
Siersdale & Mary Ann Siersdale, JT TEN, 51 Morton St., Needham Heights, MA 02194
owned approximately 36.72% (11,955) of the outstanding Class C shares of the
Fund; PFD, 60 State Street, Boston, MA 02109 owned approximately 30.62% (9,970)
of the outstanding Class C shares of the Fund; Debra E. Owen and Justin Alan
Owen, JT TEN, 811 Goettel CT., Benicia, CA 94510 owned approximately 26.92%
(8,764) of the outstanding Class C shares of the Fund.
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.
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 Trust's
management fee will only be imposed on the assets attributable to the Class B
and Class C shares to the extent it is imposed on the assets attributable to 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, 1995, 1994 and 1993, the Trust's management fees were
reduced by $331,265, $155,511 and $133,160, respectively, resulting in actual
management fees paid during these periods to PMC of $489,986, $692,136 and
$587,361, respectively. See the Notes to the Financial Statements in the
December 31, 1995 Annual Report (incorporated herein by reference) for more
information.
In an attempt to avoid any potential conflict with portfolio
transactions for the Trust, the Adviser and the Trust 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 Trust and its shareholders come before those of the
Adviser, its affiliates and their employees.
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,
-10-
<PAGE>
interested persons of the Trust, as defined in the 1940 Act, approved the
Underwriting Agreement. The Underwriting Agreement will continue in effect from
year to year if annually approved by the Trustees. During the Trust's fiscal
years ending December 31, 1995, 1994 and 1993, net underwriting commissions
retained by PFD in connection with the offering of Trust shares were
approximately $44,343, $76,256 and $58,571, respectively. Commissions reallowed
to dealers by PFD in those periods were approximately $636,642, $543,725 and
$504,896, 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 immediate resale; (iii) the securities are not
restricted as to transfer either by law or liquidity of market; and (iv) the
securities have a value which is readily ascertainable (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. An exchange of securities for Trust shares will generally be a
taxable transaction to the shareholder.
5. DISTRIBUTION PLANS
The Trust has adopted plans of distribution pursuant to Rule 12b-1
promulgated by the Securities and Exchange Commission ("SEC") under the 1940 Act
with respect to Class A, Class B and Class C shares (the "Class A Plan," the
"Class B Plan" and the "Class C Plan") (together, the "Plans").
Class A Plan
Pursuant to the Class A Plan, the Trust reimburses PFD for its
expenditures in financing certain activities 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.
-11-
<PAGE>
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's 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
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 contingent deferred sales charges ("CDSCs")
attributable to Class B shares. (See "Distribution Plans" in the Prospectus.)
Class C Plan
The Class C Plan provides that the Trust will pay PFD, as the Trust's
distributor for its Class C shares, a distribution fee accrued daily and paid
quarterly, equal on an annual basis to 0.75% of the Trust's average daily net
assets attributable to Class C shares and will pay PFD a service fee equal to
0.25% of the Trust's average daily net assets attributable to Class C shares.
PFD will in turn pay to securities dealers which enter into a sales agreement
with PFD a distribution fee and a service fee at rates of up to 0.75% and 0.25%,
respectively, of the Trust's average daily net assets attributable to Class C
shares owned by investors for whom that securities dealer is the holder or
dealer of record. The service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class C shares. PFD will advance to dealers the first year's service fee at a
rate equal to 0.25% of the current value 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. Commencing in the thirteenth month
following a purchase of Class C shares, dealers will become eligible for
additional service fees at a rate of up to 0.25% of the amount invested and
additional compensation at a rate of up to 0.75% of the net asset value of such
shares. Dealers may from time to time be required to meet certain other criteria
in order to receive service fees. PFD or its affiliates are entitled to retain
all service fees payable under the Class C Plan for which there is no dealer of
record or for which qualification standards have not been met as partial
consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.
-12-
<PAGE>
The purpose of distribution payments to PFD under the Class C Plan is
to compensate PFD for its distribution services with respect to the Class C
shares of the 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 C Plan also provides that PFD will receive all CDSCs
attributable to Class C shares. (See "Distributions 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
of average net assets which may be spent for the services described therein
without approval of the shareholders of the Class or Classes affected thereby,
and material amendments of the Plans must also be approved by the Trustees in
the manner described above. 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, 1995, the Trust incurred
distribution fees of $425,890 pursuant to the Class A Plan and $39,907 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. The Trust had not incurred any
distribution fees pursuant to the Class C Plan. Class C shares were first
offered January 31, 1996.
During the fiscal year ended December 31, 1995, CDSCs, at a rate
declining from a maximum of 4.0% of the lower of the cost or market value of the
shares redeemed, of $17,099 were charged to
-13-
<PAGE>
redemptions of Class B shares made within 3 years of purchase (as described in
"How to Buy Trust Shares" in the Prospectus). Such CDSCs are paid to PFD in
reimbursement of expenses related to servicing of shareholders' accounts and
compensation paid to dealers and 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, as the case may be,
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 $30.00 per Class A, Class B and Class C
shareholder account from the Trust as compensation for the services described
above. This fee is set at an amount determined by vote of a majority of the
Trustees (including a majority of the Trustees who are not parties to the
contract with PSC or interested persons of any such parties) to be comparable to
fees for such services being paid by other investment companies.
7. CUSTODIAN
Brown Brothers Harriman & Co. (the "Custodian") 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;
-14-
<PAGE>
(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.
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 under the circumstances. PMC has complete
freedom as to the markets in which 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 generally 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 any of the Pioneer
mutual funds. 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,
industries, 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.
In addition to the Fund, PMC acts as investment adviser to the other
Pioneer mutual funds and certain private accounts with investment objectives
similar to those of the Fund. As such, securities may meet investment objectives
of the Fund, such other funds and such private accounts. In such cases, the
decision to recommend to purchase for one fund or account rather than another is
based on a number of factors. The determining factors in most cases are the
amount of securities of the issuer then outstanding, the value of those
securities and the market for them. Other factors considered in the investment
recommendations include other investments which each company presently has in a
particular industry or country and the availability of investment funds in each
mutual fund or account.
It is possible that, at times, identical securities will be held by
more than one mutual fund and/or account. However, the position of any mutual
fund or account in the same issue may vary and the length of time that any
mutual fund or account may choose to hold its investment in the same
-15-
<PAGE>
issue may likewise vary. To the extent that the Fund, another Pioneer mutual
fund or a private account managed by PMC seeks to acquire the same security at
about the same time, the Fund may not be able to acquire as large a position in
such security as it desires or it may have to pay a higher price for the
security. Similarly, the Fund may not be able to obtain as large an execution of
an order to sell or as high a price for any particular portfolio security if PMC
decides to sell on behalf of another account the same portfolio security at the
same time. On the other hand, if the same securities are bought or sold at the
same time by more than one account, the resulting participation in volume
transactions could produce better executions for the Fund or other account. In
the event that more than one account purchases or sells the same security on a
given date, the purchases and sales will normally be made as nearly as
practicable on a pro rata basis in proportion to the amounts desired to be
purchased or sold by each.
The Trustees periodically review PMC's performance of its
responsibilities in connection with the placement of portfolio transactions on
behalf of the Trust.
During the fiscal years ended December 31, 1993, 1994 and 1995, the
Trust did not pay any brokerage commissions.
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.
Because the Trust's income is not expected to arise from dividends, no
part of its distributions to its U.S. 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.
Redemptions and exchanges are taxable events. 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,
-16-
<PAGE>
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 certain redemptions may be disallowed
under "wash sale" rules in the event of other investments in the Trust
(including those made pursuant to an automatic dividend reinvestment) 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 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. For the fiscal year ended
December 31, 1995, the Trust had a capital loss carryforward of $6,494,180 which
will expire between 2001 and 2003 if not utilized.
Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions, and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their tax
advisers for more information.
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 Internal Revenue Service ("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 Number 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.
non-resident alien withholding tax (or withholding tax at a lower treaty rate)
on any dividends treated as ordinary income. Shareholders should consult their
own tax advisers on these matters and on state, local and other applicable tax
laws.
-17-
<PAGE>
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 three classes of shares of the
Trust, Class A shares, Class B shares and Class C 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 State 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 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
-18-
<PAGE>
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
price) of all his shares in the Trust and other Pioneer mutual funds 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 pursuant to
the SWP are limited to 10% of the value of the account at the time the plan is
implemented if a CDSC applies (see the Prospectus). (You may, of course, redeem
your shares without limit outside the SWP.) In order to be eligible for the SWP,
your account must have 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.
Payments under the SWP are made from the proceeds of the redemption of
shares deposited under the SWP in your 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.
-19-
<PAGE>
The SWP may be terminated at any time (1) by written notice to PSC or
from PSC to the shareholder; (2) upon receipt by PSC of appropriate evidence of
the shareholder's death; or (3) when all shares under the SWP have been
redeemed.
15. 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 that
Class, less the Trust's liabilities attributable to that Class, and dividing it
by the number of outstanding shares of that Class. For purposes of determining
net asset value, expenses of 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 SEC.
Standardized Yield Quotations
Yield quotations for Class A, Class B and Class C 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:
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
-20-
<PAGE>
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
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, 1995, determined
in accordance with the formula above was 5.68% for Class A shares and 5.16% for
Class B shares, except that absent expense limitations, the Trust's yield would
have been 5.59% for Class A shares and 5.07% for Class B shares.
Class C shares were first offered on January 31, 1996.
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.
-21-
<PAGE>
Average annual total return quotations for each Class of Trust 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 $1,000, less the
maximum sales load for Class A shares or the
deduction of any CDSC applicable to Class B or
Class C shares at the end of the period.
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1,000
initial payment made at the beginning of the
designated period (or fractional portion thereof)
For purposes of the above computation, it is assumed that the maximum sales
charge was deducted from the initial investment and 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 periods ended December
31, 1995:
1 Year 5 Years Commencement
------ ------- ------------
Class A Shares 10.88% 7.78% 8.33% *
Class B Shares 11.08% N/A 6.12% **
Class C Shares N/A N/A N/A ***
- -----------
* Commencement of operations, June 1, 1988.
** Class B shares first offered on April 28, 1994.
*** Class C shares first offered on January 31, 1996.
Class A share results reflect the maximum sales charge of 4.50%. Class
B share results reflect the effect of the CDSC that would have been charged if
shares were redeemed at the end of each period. If PMC's voluntary fee and
expense reduction agreement had not been in place, total return would have been
lower.
-22-
<PAGE>
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 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
FactFoneSM, Pioneer's 24-hour automated information line, allows
shareholders to dial toll-free 1-800-225-4321 and hear recorded fund
information, including:
o net asset value prices for all Pioneer mutual funds;
o annualized 30-day yields on Pioneer's fixed-income funds;
o annualized 7-day yields and 7-day effective (compound) yields
for Pioneer's money market funds; and
o dividends and capital gains distributions on all Pioneer
mutual funds.
-23-
<PAGE>
Yields are calculated in accordance with SEC mandated standard
formulas.
In addition, by using a personal identification number ("PIN"),
shareholders may enter purchases, exchanges and redemptions, access their
account balance and last three transactions and may order a duplicate statement.
See "FactFoneSM" in the Prospectus for more information.
All performance numbers communicated through FactFoneSM represent past
performance, and figures for all quoted bond funds include the maximum
applicable sales charge. A shareholder's actual yield and total return will vary
with changing market conditions. The value of Class A, Class B and Class C
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.
17. FINANCIAL STATEMENTS
The Trust's financial statements for the year ended December 31, 1995
are included in the Trust's Annual Report to Shareholders, which report is
incorporated by reference into and is attached to this Statement of Additional
Information. The Trust's Annual Report to Shareholders is so incorporated and
attached in reliance upon the report of Arthur Andersen LLP, independent public
accountants, as experts in accounting and auditing.
-24-
<PAGE>
<TABLE>
<CAPTION>
Pioneer America Income Trust A
Date Initial Offering Price Sales Charge Shares Net Asset Initial Net
Investment Purchased Value Asset
Included Per Share Value
<S> <C> <C> <C> <C> <C> <C>
6/1/88 $10,000 $10.47 4.50% 955.110 $10.0000 $9,550
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains 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 $10,009 $52 $5,652 $15,713
12/31/94 $8,987 $47 $6,055 $15,089
12/31/95 $9,741 $51 $7,721 $17,513
</TABLE>
-25-
<PAGE>
<TABLE>
<CAPTION>
Pioneer America Income Trust B
Date Initial Offering Price Sales Charge Shares Net Asset Initial Net
Investment Purchased Value Asset
Included Per Share Value
<S> <C> <C> <C> <C> <C> <C>
4/29/94 $10,000 $9.8500 4.00% 1,015.228 $9.8500 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains Reinvested
Reinvested
<S> <C> <C> <C> <C>
12/31/94 $9,543 $0 $400 $9,943
12/31/95 $10,324 $0 $1,118 $11,042
</TABLE>
-26-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
The following securities indices are well-known, unmanaged measures of market
performance. Advertisements and sales literature for the Fund may refer to these
indices or may present comparisons between the performance of the Fund and one
or more of the indices. Other indices may be used, if appropriate. The indices
are not available for direct investment. The data presented is not meant to be
indicative of the performance of the Fund, reflects past performance and does
not guarantee future results.
S&P 500
This index is a readily available, carefully constructed, market value weighted
benchmark of common stock performance. Currently, the S&P Composite Index
includes 500 of the largest stocks (in terms of stock market value) in the
United States; prior to March 1957 it consisted of 90 of the largest stocks.
DOW JONES INDUSTRIAL AVERAGE
This is a total return index based on the performance of 30 blue chip stocks.
U.S. SMALL STOCK INDEX
This index is a market value weighted index of the ninth and tenth deciles of
the New York Stock Exchange (NYSE), plus stocks listed on the American Stock
Exchange (AMEX) and over-the-counter (OTC) with the same or less capitalization
as the upper bound of the NYSE ninth decile.
U.S. INFLATION
The Consumer Price Index for All Urban Consumers (CPI-U), not seasonally
adjusted, is used to measure inflation, which is the rate of change of consumer
goods prices. Unfortunately, the inflation rate as derived by the CPI is not
measured over the same period as the other asset returns. All of the security
returns are measured from one month-end to the next month-end. CPI commodity
prices are collected during the month. Thus, measured inflation rates lag the
other series by about one-half month. Prior to January 1978, the CPI (as
compared with CPI-U) was used. Both inflation measures are constructed by the
U.S. Department of Labor, Bureau of Labor Statistics, Washington, DC.
S&P/BARRA INDEXES
The S&P/BARRA Growth and Value Indexes are constructed by dividing the stocks in
the S&P 500 Index according to price-to-book ratios. The Growth Index contains
stocks with higher price-to-book ratios, and the Value Index contains stocks
with lower price-to-book ratios. Both indexes are market capitalization
weighted.
-27-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
LONG-TERM U.S. GOVERNMENT BONDS
The total returns on long-term government bonds from 1977 to 1991 are
constructed with data from The Wall Street Journal. Over 1926-1976, data are
obtained from the Government bond file at the Center for Research in Security
Prices (CRSP), Graduate School of Business, University of Chicago. Each year, a
one-bond portfolio with a term of approximately 20 years and a reasonably
current coupon was used, and whose returns did not reflect potential tax
benefits, impaired negotiability, or special redemption or call privileges.
Where callable bonds had to be used, the term of the bond was assumed to be a
simple average of the maturity and first call dates minus the current date. The
bond was "held" for the calendar year and returns were computed. Total returns
for 1977-1991 are calculated as the change in the flat price or and-interest
price.
INTERMEDIATE-TERM U.S. GOVERNMENT BONDS
Total returns of the intermediate-term government bonds for 1977-1991 are
calculated from The Wall Street Journal prices, using the change in flat price.
Returns from 1934-1986 are obtained from the CRSP Government Bond File.
Each year, one-bond portfolios are formed, the bond chosen is the shortest
noncallable bond with a maturity not less than 5 years, and this bond is "held"
for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) From 1934-1942, almost all bonds
with maturities near 5 years were partially or full tax-exempt and were selected
using the rules described above. Personal tax rates were generally low in that
period, so that yields on tax-exempt bonds were similar to yields on taxable
bonds. From 1926-1933, there are few bonds suitable for construction of a series
with a 5-year maturity. For this period, five year bond yield estimates are
used.
MSCI
Morgan Stanley Capital International Indices, developed by the Capital
International S.A., are based on share prices of some 1470 companies listed on
the stock exchanges around the world.
Countries in the MSCI EAFE Portfolio are:
Australia; Austria; Belgium; Denmark; Finland; France; Germany; Hong Kong;
Italy; Japan; Netherlands; N. Zealand; Norway; Singapore/Malaysia; Spain;
Sweden; Switzerland; United Kingdom.
6 MONTH CDs
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.
-28-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
LONG-TERM U.S. CORPORATE BONDS
For 1969-1991, corporate bond total returns are represented by the Salomon
Brothers Long-Term High-Grade Corporate Bond Index. Since most large corporate
bond transactions take place over the counter, a major dealer is the natural
source of these data. The index includes nearly all Aaa- and Aa-rated bonds. If
a bond is downgraded during a particular month, its return for the month is
included in the index before removing the bond from future portfolios.
Over 1926-1968 the total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946-1968, Ibbotson
and Sinquefield backdated the Salomon Brothers' index, using Salomon Brothers'
monthly yield data with a methodology similar to that used by Salomon for
1969-1991. Capital appreciation returns were calculated from yields assuming (at
the beginning of each monthly holding period) a 20-year maturity, a bond price
equal to par, and a coupon equal to the beginning-of-period yield. For the
period 1926-1945, the Standard and Poor's monthly High-Grade Corporate Composite
yield data were used, assuming a 4 percent coupon and a 20-year maturity. The
conventional present-value formula for bond price for the beginning and
end-of-month prices was used. (This formula is presented in Ross, Stephen A.,
and Randolph W. Westerfield, Corporate Finance, Times Mirror/Mosby, St. Louis,
1990, p. 97 ["Level-Coupon Bonds"].) The monthly income return was assumed to be
one-twelfth the coupon.
U.S. (30 DAY) TREASURY BILLS
For the U.S. Treasury bill index, data from The Wall Street Journal are used for
1977-1991; the CRSP U.S. Government Bond File is the source until 1976. Each
month a one-bill portfolio containing the shortest-term bill having not less
than one month to maturity is constructed. (The bill's original term to maturity
is not relevant.) To measure holding period returns for the one-bill portfolio,
the bill is priced as of the last trading day of the previous month-end and as
of the last trading day of the current month.
NAREIT-EQUITY INDEX
All of the data is based upon the last closing price of the month for all
tax-qualified REITs listed on the NYSE, AMSE and the NASDAQ. The data is
market-value-weighted. Prior to 1987 REITs were added to the index the January
following their listing. Since 1987 Newly formed or listed REITs are added to
the total shares outstanding figure in the month that the shares are issued.
Only common shares issued by the REIT are included in the index. The total
return calculation is based upon the weighing at the beginning of the period.
Only those REITs listed for the entire period are used in the total return
calculation. Dividends are included in the month based upon their payment date.
There is no smoothing of income. Liquidating dividends, whether full or partial,
are treated as income.
-29-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
RUSSELL 2000 SMALL STOCK INDEX
The Russell 2000 measures the stock performance of the 2,000 smallest US
companies. The Russell Indexes (TM) are reconstituted annually as of June 1st,
based on May 31 market capitalization rankings.
WILSHIRE REAL ESTATE SECURITIES INDEX
The Wilshire Real Estate Securities Index is a market capitalization-weighted
index which measures the performance of more than 85 securities.
The index contains performance data on five major categories of property;
office, retail, industrial, apartment and miscellaneous. Additionally, the Index
has real estate portfolio encumbered by 16% third party mortgages. The companies
in the WRESEC are 79% equity and hybrid REIT's and 21% real estate operating
companies. The capitalization is 47% NYSE, 33% AMEX and 20% OTC."
STANDARD & POOR'S MIDCAP 400 INDEX
The Standard and Poor's MidCap 400 Index is a market-value-weighted index. The
performance data for the MidCap 400 Index were calculated by taking the stocks
presently in the MidCap 400 Index and tracking them backwards in time as long as
there were prices reported. No attempt was made to determine what stocks "might
have been" in the MidCap 400 Index five or ten years ago had it existed.
Dividends are reinvested on a monthly basis prior to June 30, 1991, and are
reinvested daily thereafter.
The S&P MidCap 400 Index and the S&P 500 together represent approximately 85% of
the total market capitalization of stocks traded in the United States.
BANK SAVINGS ACCOUNT
Data sources include the U.S. League of Savings Institutions Sourcebook; average
annual yield on savings deposits in FSLIC [FDIC] insured savings institutions
for the years 1963-1987 and The Wall Street Journal for the years 1988-1994.
Source: Ibbotson Associates
-30-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S&P 500 Dow U.S. Small S&P/ S&P/
Jones Stock U.S. BARRA BARRA
Industrials Index Inflation Growth Value
Dec 1928 43.61 55.38 39.69 -0.97 N/A N/A
Dec 1929 -8.42 -13.64 -51.36 0.20 N/A N/A
Dec 1930 -24.90 -30.22 -38.15 -6.03 N/A N/A
Dec 1931 -43.34 -49.03 -49.75 -9.52 N/A N/A
Dec 1932 -8.19 -16.88 -5.39 -10.30 N/A N/A
Dec 1933 53.99 73.71 142.87 0.51 N/A N/A
Dec 1934 -1.44 8.07 24.22 2.03 N/A N/A
Dec 1935 47.67 43.77 40.19 2.99 N/A N/A
Dec 1936 33.92 30.23 64.80 1.21 N/A N/A
Dec 1937 -35.03 -28.88 -58.01 3.10 N/A N/A
Dec 1938 31.12 33.16 32.80 -2.78 N/A N/A
Dec 1939 -0.41 1.31 0.35 -0.48 N/A N/A
Dec 1940 -9.78 -7.96 -5.16 0.96 N/A N/A
Dec 1941 -11.59 -9.88 -9.00 9.72 N/A N/A
Dec 1942 20.34 14.12 44.51 9.29 N/A N/A
Dec 1943 25.90 19.06 88.37 3.16 N/A N/A
Dec 1944 19.75 17.19 53.72 2.11 N/A N/A
Dec 1945 36.44 31.60 73.61 2.25 N/A N/A
Dec 1946 -8.07 -4.40 -11.63 18.16 N/A N/A
Dec 1947 5.71 7.61 0.92 9.01 N/A N/A
Dec 1948 5.50 4.27 -2.11 2.71 N/A N/A
Dec 1949 18.79 20.92 19.75 -1.80 N/A N/A
Dec 1950 31.71 26.40 38.75 5.79 N/A N/A
Dec 1951 24.02 21.77 7.80 5.87 N/A N/A
Dec 1952 18.37 14.58 3.03 0.88 N/A N/A
Dec 1953 -0.99 2.02 -6.49 0.62 N/A N/A
Dec 1954 52.62 51.25 60.58 -0.50 N/A N/A
Dec 1955 31.56 26.58 20.44 0.37 N/A N/A
Dec 1956 6.56 7.10 4.28 2.86 N/A N/A
Dec 1957 -10.78 -8.63 -14.57 3.02 N/A N/A
Dec 1958 43.36 39.31 64.89 1.76 N/A N/A
Dec 1959 11.96 20.21 16.40 1.50 N/A N/A
Dec 1960 0.47 -6.14 -3.29 1.48 N/A N/A
Dec 1961 26.89 22.60 32.09 0.67 N/A N/A
Dec 1962 -8.73 -7.43 -11.90 1.22 N/A N/A
-31-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S&P 500 Dow U.S. Small S&P/ S&P/
Jones Stock U.S. BARRA BARRA
Industrials Index Inflation Growth Value
Dec 1963 22.80 20.83 23.57 1.65 N/A N/A
Dec 1964 16.48 18.85 23.52 1.19 N/A N/A
Dec 1965 12.45 14.39 41.75 1.92 N/A N/A
Dec 1966 -10.06 -15.78 -7.01 3.35 N/A N/A
Dec 1967 23.98 19.16 83.57 3.04 N/A N/A
Dec 1968 11.06 7.93 35.97 4.72 N/A N/A
Dec 1969 -8.50 -11.78 -25.05 6.11 N/A N/A
Dec 1970 4.01 9.21 -17.43 5.49 N/A N/A
Dec 1971 14.31 9.83 16.50 3.36 N/A N/A
Dec 1972 18.98 18.48 4.43 3.41 N/A N/A
Dec 1973 -14.66 -13.28 -30.90 8.80 N/A N/A
Dec 1974 -26.47 -23.58 -19.95 12.20 N/A N/A
Dec 1975 37.20 44.75 52.82 7.01 31.72 43.38
Dec 1976 23.84 22.82 57.38 4.81 13.84 34.93
Dec 1977 -7.18 -12.84 25.38 6.77 -11.82 -2.57
Dec 1978 6.56 2.79 23.46 9.03 6.78 6.16
Dec 1979 18.44 10.55 43.46 13.31 15.72 21.16
Dec 1980 32.42 22.17 39.88 12.40 39.40 23.59
Dec 1981 -4.91 -3.57 13.88 8.94 -9.81 0.02
Dec 1982 21.41 27.11 28.01 3.87 22.03 21.04
Dec 1983 22.51 25.97 39.67 3.80 16.24 28.89
Dec 1984 6.27 1.31 -6.67 3.95 2.33 10.52
Dec 1985 32.16 33.55 24.66 3.77 33.31 29.68
Dec 1986 18.47 27.10 6.85 1.13 14.50 21.67
Dec 1987 5.23 5.48 -9.30 4.41 6.50 3.68
Dec 1988 16.81 16.14 22.87 4.42 11.95 21.67
Dec 1989 31.49 32.19 10.18 4.65 36.40 26.13
Dec 1990 -3.17 -0.56 -21.56 6.11 0.20 -6.85
Dec 1991 30.55 24.19 44.63 3.06 38.37 22.56
Dec 1992 7.67 7.41 23.35 2.90 5.07 10.53
Dec 1993 9.99 16.94 20.98 2.75 1.68 18.60
Dec 1994 1.31 5.06 3.11 2.78 3.13 -0.64
Dec 1995 37.43 36.84 34.46 2.74 38.13 36.99
-32-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Intermediate MSCI Long-
Long-Term -Term U.S. EAFE 6 Term U.S. U.S.
U.S. Gov't Government - Net of MONTH Corporate (30 Day)
Bonds Bonds Taxes CDs Bonds T- Bill
Dec 1925 N/A N/A N/A N/A N/A N/A
Dec 1926 7.77 5.38 N/A N/A 7.37 3.27
Dec 1927 8.93 4.52 N/A N/A 7.44 3.12
Dec 1928 0.1 0.92 N/A N/A 2.84 3.56
Dec 1929 3.42 6.01 N/A N/A 3.27 4.75
Dec 1930 4.66 6.72 N/A N/A 7.98 2.41
Dec 1931 -5.31 -2.32 N/A N/A -1.85 1.07
Dec 1932 16.84 8.81 N/A N/A 10.82 0.96
Dec 1933 -0.07 1.83 N/A N/A 10.38 0.30
Dec 1934 10.03 9.00 N/A N/A 13.84 0.16
Dec 1935 4.98 7.01 N/A N/A 9.61 0.17
Dec 1936 7.52 3.06 N/A N/A 6.74 0.18
Dec 1937 0.23 1.56 N/A N/A 2.75 0.31
Dec 1938 5.53 6.23 N/A N/A 6.13 -0.02
Dec 1939 5.94 4.52 N/A N/A 3.97 0.02
Dec 1940 6.09 2.96 N/A N/A 3.39 0.00
Dec 1941 0.93 0.50 N/A N/A 2.73 0.06
Dec 1942 3.22 1.94 N/A N/A 2.60 0.27
Dec 1943 2.08 2.81 N/A N/A 2.83 0.35
Dec 1944 2.81 1.80 N/A N/A 4.73 0.33
Dec 1945 10.73 2.22 N/A N/A 4.08 0.33
Dec 1946 -0.10 1.00 N/A N/A 1.72 0.35
Dec 1947 -2.62 0.91 N/A N/A -2.34 0.50
Dec 1948 3.40 1.85 N/A N/A 4.14 0.81
Dec 1949 6.45 2.32 N/A N/A 3.31 1.10
Dec 1950 0.06 0.70 N/A N/A 2.12 1.20
Dec 1951 -3.93 0.36 N/A N/A -2.69 1.49
Dec 1952 1.16 1.63 N/A N/A 3.52 1.66
Dec 1953 3.64 3.23 N/A N/A 3.41 1.82
Dec 1954 7.19 2.68 N/A N/A 5.39 0.86
Dec 1955 -1.29 -0.65 N/A N/A 0.48 1.57
Dec 1956 -5.59 -0.42 N/A N/A -6.81 2.46
Dec 1957 7.46 7.84 N/A N/A 8.71 3.14
Dec 1958 -6.09 -1.29 N/A N/A -2.22 1.54
Dec 1959 -2.26 -0.39 N/A N/A -0.97 2.95
Dec 1960 13.78 11.76 N/A N/A 9.07 2.66
Dec 1961 0.97 1.85 N/A N/A 4.82 2.13
Dec 1962 6.89 5.56 N/A N/A 7.95 2.73
Dec 1963 1.21 1.64 N/A N/A 2.19 3.12
-33-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Intermediate MSCI Long-
Long-Term -Term U.S. EAFE 6 Term U.S. U.S.
U.S. Gov't Government - Net of MONTH Corporate (30 Day)
Bonds Bonds Taxes CDs Bonds T- Bill
Dec 1964 3.51 4.04 N/A 4.18 4.77 3.54
Dec 1965 0.71 1.02 N/A 4.68 -0.46 3.93
Dec 1966 3.65 4.69 N/A 5.75 0.20 4.76
Dec 1967 -9.18 1.01 N/A 5.48 -4.95 4.21
Dec 1968 -0.26 4.54 N/A 6.44 2.57 5.21
Dec 1969 -5.07 -0.74 N/A 8.71 -8.09 6.58
Dec 1970 12.11 16.86 -11.66 7.06 18.37 6.52
Dec 1971 13.23 8.72 29.59 5.36 11.01 4.39
Dec 1972 5.69 5.16 36.35 5.38 7.26 3.84
Dec 1973 -1.11 4.61 -14.92 8.60 1.14 6.93
Dec 1974 4.35 5.69 -23.16 10.20 -3.06 8.00
Dec 1975 9.20 7.83 35.39 6.51 14.64 5.80
Dec 1976 16.75 12.87 2.54 5.22 18.65 5.08
Dec 1977 -0.69 1.41 18.06 6.12 1.71 5.12
Dec 1978 -1.18 3.49 32.62 10.21 -0.07 7.18
Dec 1979 -1.23 4.09 4.75 11.90 -4.18 10.38
Dec 1980 -3.95 3.91 22.58 12.33 -2.76 11.24
Dec 1981 1.86 9.45 -2.28 15.50 -1.24 14.71
Dec 1982 40.36 29.1 -1.86 12.18 42.56 10.54
Dec 1983 0.65 7.41 23.69 9.65 6.26 8.80
Dec 1984 15.48 14.02 7.38 10.65 16.86 9.85
Dec 1985 30.97 20.33 56.16 7.82 30.09 7.72
Dec 1986 24.53 15.14 69.44 6.30 19.85 6.16
Dec 1987 -2.71 2.90 24.63 6.58 -0.27 5.47
Dec 1988 9.67 6.10 28.27 8.15 10.70 6.35
Dec 1989 18.11 13.29 10.54 8.27 16.23 8.37
Dec 1990 6.18 9.73 -23.45 7.85 6.78 7.81
Dec 1991 19.3 15.46 12.13 4.95 19.89 5.60
Dec 1992 8.05 7.19 -12.17 3.27 9.39 3.51
Dec 1993 18.24 11.24 32.56 2.88 13.19 2.90
Dec 1994 -7.77 -5.14 7.78 5.40 -5.76 3.90
Dec 1995 31.67 16.8 11.21 5.21 26.39 5.60
-34-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S & P Bank
NAREIT - Russell Wilshire Midcap Savings
Equity 2000 Real Estate 400 Account
Dec 1925 N/A N/A N/A N/A N/A
Dec 1926 N/A N/A N/A N/A N/A
Dec 1927 N/A N/A N/A N/A N/A
Dec 1928 N/A N/A N/A N/A N/A
Dec 1929 N/A N/A N/A N/A N/A
Dec 1930 N/A N/A N/A N/A 5.30
Dec 1931 N/A N/A N/A N/A 5.10
Dec 1932 N/A N/A N/A N/A 4.10
Dec 1933 N/A N/A N/A N/A 3.40
Dec 1934 N/A N/A N/A N/A 3.50
Dec 1935 N/A N/A N/A N/A 3.10
Dec 1936 N/A N/A N/A N/A 3.20
Dec 1937 N/A N/A N/A N/A 3.50
Dec 1938 N/A N/A N/A N/A 3.50
Dec 1939 N/A N/A N/A N/A 3.40
Dec 1940 N/A N/A N/A N/A 3.30
Dec 1941 N/A N/A N/A N/A 3.10
Dec 1942 N/A N/A N/A N/A 3.00
Dec 1943 N/A N/A N/A N/A 2.90
Dec 1944 N/A N/A N/A N/A 2.80
Dec 1945 N/A N/A N/A N/A 2.50
Dec 1946 N/A N/A N/A N/A 2.20
Dec 1947 N/A N/A N/A N/A 2.30
Dec 1948 N/A N/A N/A N/A 2.30
Dec 1949 N/A N/A N/A N/A 2.40
Dec 1950 N/A N/A N/A N/A 2.50
Dec 1951 N/A N/A N/A N/A 2.60
Dec 1952 N/A N/A N/A N/A 2.70
Dec 1953 N/A N/A N/A N/A 2.80
Dec 1954 N/A N/A N/A N/A 2.90
Dec 1955 N/A N/A N/A N/A 2.90
Dec 1956 N/A N/A N/A N/A 3.00
Dec 1957 N/A N/A N/A N/A 3.30
Dec 1958 N/A N/A N/A N/A 3.38
Dec 1959 N/A N/A N/A N/A 3.53
Dec 1960 N/A N/A N/A N/A 3.86
Dec 1961 N/A N/A N/A N/A 3.90
Dec 1962 N/A N/A N/A N/A 4.08
Dec 1963 N/A N/A N/A N/A 4.17
Dec 1964 N/A N/A N/A N/A 4.19
-35-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S & P Bank
NAREIT - Russell Wilshire Midcap Savings
Equity 2000 Real Estate 400 Account
Bank Savings Account
Dec 1965 N/A N/A N/A N/A 4.23
Dec 1966 N/A N/A N/A N/A 4.45
Dec 1967 N/A N/A N/A N/A 4.67
Dec 1968 N/A N/A N/A N/A 4.68
Dec 1969 N/A N/A N/A N/A 4.80
Dec 1970 N/A N/A N/A N/A 5.14
Dec 1971 N/A N/A N/A N/A 5.30
Dec 1972 8.01 N/A N/A N/A 5.37
Dec 1973 -15.52 N/A N/A N/A 5.51
Dec 1974 -21.40 N/A N/A N/A 5.96
Dec 1975 19.30 N/A N/A N/A 6.21
Dec 1976 47.59 N/A N/A N/A 6.23
Dec 1977 22.42 N/A N/A N/A 6.39
Dec 1978 10.34 N/A 13.04 N/A 6.56
Dec 1979 35.86 43.09 70.81 N/A 7.29
Dec 1980 24.37 38.58 22.08 N/A 8.78
Dec 1981 6.00 2.03 7.18 N/A 10.71
Dec 1982 21.60 24.95 24.47 22.68 11.19
Dec 1983 30.64 29.13 27.61 26.10 9.71
Dec 1984 20.93 -7.30 20.64 1.18 9.92
Dec 1985 19.10 31.05 22.20 35.58 9.02
Dec 1986 19.16 5.68 20.30 16.21 7.84
Dec 1987 -3.64 -8.77 -7.86 -2.03 6.92
Dec 1988 13.49 24.89 24.18 20.87 7.20
Dec 1989 8.84 16.24 2.37 35.54 7.91
Dec 1990 -15.35 -19.51 -33.46 -5.12 7.80
Dec 1991 35.7 46.05 20.03 50.1 4.61
Dec 1992 14.59 18.41 7.36 11.91 2.89
Dec 1993 19.65 18.91 15.24 13.96 2.73
Dec 1994 3.17 -1.82 1.64 -3.57 4.96
Dec 1995 15.27 28.44 13.65 30.94 5.24
Source: Ibbotson Associates
-36-
<PAGE>
Other Pioneer Information
The Pioneer group of mutual funds was established in 1928 with the
creation of Pioneer Fund. Pioneer is one of the oldest and most experienced
money managers in the United States.
As of December 31, 1995, PMC employed a professional investment staff
of 44, with a combined average of 15 years' experience in the financial services
industry.
Total assets of all Pioneer mutual funds at December 31, 1995, were
approximately $12 billion representing 982,369 shareholder accounts - 637,060
non-retirement accounts and 345,309 retirement accounts.
-37-
<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 1995 Annual Report to Shareholders which is
attached to and incorporated by reference into Part B, the
Statement of Additional Information (Accession Number
0000831120-96-000002).
(b) Exhibits:
1. Amended and Restated Declaration of Trust, dated December 7,
1993.*
1.2 Establishment and Designation of Classes.*
1.3 Establishment and Designation of Class C Shares._
2. By-Laws.* and _
3. None.
4. None.
5. Management Contract with Pioneering Management Corporation,
dated January 1, 1994.*
6.1 Underwriting Agreement with Pioneer Funds Distributor, Inc.*
and _
6.2 Form of Dealer Sales Agreement.* and _
7. None.
8. Custodian Agreement with Brown Brothers Harriman & Co.*
9. Investment Company Service Agreement with Pioneering
Services Corporation.*
10. Opinion and Consent of Counsel._
C-1
<PAGE>
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.*
15.3 Class C Shares Distribution Plan._
16. Description of Average Annual Total Return and Yield
Calculation.*
17. Financial Data Schedule._
18.1 Multiple Class Plan for Class A and Class B Shares_
18.2 Multiple Class Plan for Class A, Class B and Class C Shares_
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 Associates,
Inc., Pioneer International Corporation, Pioneer Plans Corporation ("PPC"),
Pioneer Goldfields Limited ("PGL"), and Pioneer Investments Corporation ("PIC"),
all Massachusetts corporations. PMC owns 100% of the outstanding
C-2
<PAGE>
capital stock of Pioneer Funds Distributor, Inc. ("PFD"), a Massachusetts
corporation. 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 Fund, Pioneer II, Pioneer Bond Fund, Pioneer Europe Fund, Pioneer
Intermediate Tax-Free Fund, Pioneer Growth Trust, Pioneer International Growth
Fund, Pioneer Short-Term Income Trust, Pioneer Tax-Free State Series Trust, and
the Registrant (each of the foregoing, a 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 Tax-Free Income Fund, Pioneer Mid-Cap Fund, Pioneer Money Market Trust,
Pioneer Real Estate Shares, Pioneer Small Company Fund and Pioneer Variable
Contracts Trust (each of the foregoing, a Delaware business trust) are all
parties to management contracts with PMC. PCC owns 100% of the outstanding
capital stock of Pioneer SBIC Corp. ("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 Member of Supervisory Board of First Polish; and Partner, Hale and
Dorr.
Item 26. Number of Holders of Securities
The following table sets forth the approximate number of record holders of
each class of securities of the Registrant as of March 31, 1996:
Class A Class B Class C
Number of Record Holders: 10,211 497 7
C-3
<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:
C-4
<PAGE>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
John F. Cogan, Jr. Director and Chairman Chairman of the Board,
Chief Executive
Officer 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
Elizabeth Bennett Vice President None
John W. Drachman Vice President None
Mary Kleeman Vice President None
Barry G. Knight Vice President None
William A. Misata Vice President None
Anne W. Patenaude Vice President None
Gail A. Smyth Vice President None
Constance D. Spiros Vice President None
Marcy 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
Robert P. Nault Assistant Clerk Assistant Secretary
C-5
<PAGE>
(c) Not applicable.
Item 30. Location of Accounts and Records
The accounts and records are maintained at the Registrant's office at
60 State Street, Boston, Massachusetts; 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.
C-6
<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. 10 (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 16th day of April, 1996.
PIONEER AMERICA INCOME TRUST
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
President
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: )
)
)
John F. Cogan, Jr.* )
John F. Cogan, Jr., President )
)
)
Principal Financial and )
Accounting Officer: )
)
)
William H. Keough* )
William H. Keough, Treasurer )
)
)
Trustees: )
)
John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
)
C-7
<PAGE>
Richard H. Egdahl, M.D.* )
Richard H. Egdahl, M.D. )
)
)
Margaret B. W. Graham* )
Margaret B. W. Graham )
)
)
John W. Kendrick* )
John W. Kendrick )
)
)
Marguerite A. Piret* )
Marguerite A. Piret )
)
)
David D. Tripple* )
David D. Tripple )
)
)
Stephen K. West* )
Stephen K. West )
)
)
John Winthrop* )
John Winthrop )
- ---------
* By:/s/ Joseph P. Barri April 16, 1996
---------------------
Joseph P. Barri
Attorney-in-fact
C-8
<PAGE>
Exhibit Index
Exhibit
Number Document Title
1.2 Establishment and Designation of Classes
1.3 Establishment and Designation of Class C Shares
2. By-Laws
6.1 Underwriting Agreement with Pioneer Funds Distributor, Inc.
6.2 Form of Dealer Sales Agreement
10. Opinion and Consent of Counsel
11. Consent of Independent Public Accountants
15.3 Class C Shares Distribution Plan
17. Financial Data Schedules
18.1 Multiple Class Plan for Class A and
Class B Shares
18.2 Multiple Class Plan for Class A,
Class B and Class C Shares
C-9
PIONEER AMERICA INCOME TRUST
Establishment and Designation
of
Class A Shares, Class B Shares and Class C Shares
of beneficial Interest of
Pioneer America Income Trust
The undersigned, being a majority of the Trustees of Pioneer America Income
Trust, a Massachusetts business trust (the "Trust"), acting pursuant to Article
V, Section 5.1 and 5.11 of the Amended and Restated Declaration of Trust dated
December 7, 1993 of the Trust (the "Declaration"), do hereby divide the shares
of beneficial interest of the Trust (the "Shares") to create three classes of
Shares of the Trust as follows:
1. The three classes of Shares established and designed hereby are
"Class A Shares," "Class B Shares" and "Class C Shares,"
respectively.
2. Class A Shares, Class B Shares and Class C Shares shall each be
entitled to all of the rights and preferences accorded to Shares
under the Declaration.
3. The purchase price of Class A Shares, Class B Shares and Class C
Shares, the method of determining the net asset value of Class A
Shares, Class B Shares and Class C Shares and the relative divided
rights of holders of Class A Shares, Class B Shares and Class C
Shares shall be established by the Trustees of the Trust in
accordance with the provisions of the Declaration and shall be set
forth in the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933 and/or the Investment Company Act of 1940,
as amended and as in effect at the time of issuing such Shares.
4. The Trustees, acting in their sole discretion, may determine that
any Shares of the Trust issued are Class A Shares, Class B Shares,
Class C Shares or Shares of any other class of the Trust
hereinafter established and designated by the Trustees.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument this 7th
day of November, 1995.
/s/John F. Cogan, Jr. /s/Marguerite A. Piret
John F. Cogan, Jr. Marguerite A. Piret
as Trustee and not individually as Trustee and not individually
975 Memorial Drive, #802 162 Washington Street
Cambridge, MA 02138 Belmont, MA 02178
/s/Richard H. Egdahl /s/David D. Tripple
Richard H. Egdahl, M.D. David D. Tripple
as Trustee and not individually as Trustee and not individually
Health Policy Institute 6 Woodbine Road
53 Bay State Road Belmont, MA 02178
Boston, MA 02215
/s/Margaret B.W. Graham /s/Stephen K. West
Margaret B.W. Graham Stephen K. West, Esq.
as Trustee and not individually as Trustee and not individually
The Keep Sullivan & Cromwell
P.O. Box 110 125 Broad Street
Little Deer Isle, ME 04650 New York, NY 10004
/s/John W. Kendrick /s/John Winthrop
John W. Kendrick John Winthrop
as Trustee and not individually as Trustee and not individually
6363 Waterway Drive One North Adgers Wharf
Falls Church, VA 22044 Charleston, SC 29401
AMENDED AND RESTATED BY-LAWS
OF
PIONEER AMERICA INCOME TRUST
Adopted December 5, 1994
<PAGE>
Table of Contents
Page
ARTICLE I OFFICES
1 Principal Office.............................................1
2 Other Offices................................................1
ARTICLE II OFFICERS AND THEIR ELECTION
1 Officers.....................................................1
2 Election of Officers.........................................1
3 Resignations and Removals....................................1
4 Vacancies....................................................2
ARTICLE III POWERS AND DUTIES OF OFFICERS AND TRUSTEES
1 Trustees.....................................................2
2 Executive and Other Committees...............................2
3 Chairman of the Trustees.....................................2
4 President....................................................2
5 Treasurer....................................................2
6 Secretary....................................................3
7 Vice Presidents..............................................3
8 Assistant Treasurer..........................................3
9 Compensation of Officers and Trustees and
Members of the Advisory Board................................3
ARTICLE IV SHAREHOLDERS' MEETINGS
1 General .....................................................3
2 Record Date for Meetings and Other Purposes..................3
3 Notices .....................................................4
4 Place of Meeting.............................................4
5 Quorum .....................................................4
6 Required Vote................................................4
7 Conduct of Shareholders' Meeting.............................4
8 Order of Business............................................5
9 Proxies .....................................................5
10 Abstentions and Broker Non-Votes.............................5
11 Special Meetings.............................................6
12 Action Without Meeting.......................................6
ARTICLE V TRUSTEES' MEETINGS
1 Meetings.....................................................6
2 Quorum .....................................................6
3 Notices .....................................................6
-i-
<PAGE>
4 Place of Meeting.............................................7
5 Special Action...............................................7
6 Action by Consent............................................7
ARTICLE VI SHARES OF BENEFICIAL INTEREST
1 Beneficial Interest..........................................7
2 Transfers; Share Certificates................................7
ARTICLE VII INSPECTION OF BOOKS..........................................8
ARTICLE VIII CUSTODIAN....................................................8
ARTICLE IX MISCELLANEOUS PROVISIONS
1 Seal .....................................................11
2 Fiscal Year..................................................11
3 Reports to Shareholders......................................11
4 Voting of Securities.........................................11
5 Evidence of Authority........................................11
6 Declaration of Trust.........................................11
7 Severability.................................................11
8 Pronouns.....................................................11
-ii-
<PAGE>
AMENDED AND RESTATED BY-LAWS
of
PIONEER AMERICA INCOME TRUST
All capitalized terms not otherwise defined shall have the respective
meanings given them in the Amended and Restated Declaration of Trust of Pioneer
America Income Trust (formerly Pioneer U.S. Government Trust) dated December 7,
1993.
ARTICLE I
SECTION 1. Principal Office. Until changed by the Trustees, the principal office
of the Trust shall be in Boston, Massachusetts.
SECTION 2. Other Offices. The Trust may have offices in such other places
without as well as within The Commonwealth of Massachusetts as the Trustees may
from time to time determine.
ARTICLE II
Officers and Their Election
SECTION 1. Officers. The officers of the Trust shall be a Chairman, a President,
a Treasurer, a Secretary and such other officers with such other titles as
provided for herein or as the Trustees may from time to time elect. It shall not
be necessary for any Trustee or other officer to be a holder of Shares in the
Trust.
SECTION 2. Election of Officers. The Treasurer and Secretary shall be chosen
annually by the Trustees. The Chairman and President shall be chosen annually by
and from the Trustees.
Two or more offices may be held by a single person except the office of
Secretary. The officers shall hold office until their successors are duly chosen
and qualified.
SECTION 3. Resignations and Removals. Any officer of the Trust may resign by
filing a written resignation with the President, the Trustees or the Secretary,
which shall take effect upon such filing unless it is specified to be effective
at some other time or upon the happening of some other event. Any officer may be
removed at any time, with or without cause, by vote of a majority of the
Trustees.
<PAGE>
SECTION 4. Vacancies. The Trustees may fill any vacancy occurring in any office
for any reason and may, in their discretion, leave unfilled for such period as
they may determine any offices other than those of Chairman, President,
Treasurer and Secretary. Each such successor shall hold office until his
successor is duly chosen and qualified.
ARTICLE III
Powers and Duties of Officers and Trustees
SECTION 1. Trustees. The business and affairs of the Trust shall be managed by
the Trustees, and they shall have all powers necessary and desirable to fully
carry out that responsibility.
SECTION 2. Executive and Other Committees. The Trustees may elect from their own
number an Executive Committee to consist of not less than three nor more than
five members, which shall have the power and duty to conduct the current and
ordinary business of the Trust, and such other powers and duties as the Trustees
may from time to time delegate to such Committee. The Trustees may also elect
from their own number other Committees from time to time, the number composing
such Committees and the powers conferred upon the same to be determined by vote
of the Trustees.
SECTION 3. Chairman of the Trustees. The Chairman shall preside at all meetings
of the Trustees and he may be the chief executive, financial and accounting
officer of the Trust. The Chairman may also perform such other duties as the
Trustees may from time to time designate.
SECTION 4. President. The President shall be the chief operating officer of the
Trust and, subject to the Trustees, shall have general supervision over the
business and policies of the Trust. The President shall have full power and
authority to bind the Trust and in connection therewith may execute and deliver
in the name and on behalf of the Trust any and all agreements, instruments,
notes and writings of any nature that he may consider necessary or appropriate
in connection with the management of the Trust. The President shall perform such
duties additional to all of the foregoing as the Trustees may from time to time
designate.
SECTION 5. Treasurer. The Treasurer may be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such bank(s) or trust compan(ies) as
the Trustees shall employ as Custodian(s) in accordance with Section 3.6 of the
Declaration of Trust and these By-Laws. He shall have the custody of the seal of
the Trust He shall make annual reports in writing
-2-
<PAGE>
of the business conditions of the Trust, which reports shall be preserved upon
its records, and he shall furnish such other reports regarding its business and
condition as the Trustees may from time to time require. The Treasurer shall
perform such duties additional to all of the foregoing as the Trustees or the
President may from time to time designate.
SECTION 6. Secretary. The Secretary shall record in books kept for the purpose
all votes and proceedings of the Trustees and the shareholders at their
respective meetings.
The Secretary shall perform such duties and possess such powers additional
to the foregoing as the Trustees or the President may from time to time
designate.
SECTION 7. Vice Presidents. Each Vice President of the Trust shall perform such
duties and possess such powers as the Trustees or the President may from time to
time designate. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Trustees) shall perform the duties of
the President and when so performing shall have all the powers of and be subject
to all the restrictions upon the President.
SECTION 8. Assistant Treasurer. The Assistant Treasurer of the Trust shall
perform such duties and possess such powers as the Trustees, the President or
the Treasurer may from time to time designate.
SECTION 9. Compensation of Officers and Trustees. Subject to any applicable
provisions of the Declaration of Trust, the compensation of the officers and
Trustees shall be fixed from to time by the Trustees or, in the case of
officers, by any Committee or officer upon whom such power may be conferred by
Trustees. No officer shall be prevented from receiving such compensation as such
officer by reason of the fact that he is also a Trustee.
ARTICLE IV
Shareholders' Meetings
SECTION 1. General. Voting powers and meetings of Shareholders shall be governed
by applicable provisions of law, the Declaration of Trust and as hereinafter
provided by these By-Laws.
SECTION 2. Record Date for Meetings and Other Purposes. For the purpose of
determining the Shareholders who are entitled to notice
-3-
<PAGE>
of and to vote at any meeting, or to participate in any distribution, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books for such period, not exceeding thirty (30) days, as the Trustees
may determine; or without closing the transfer books the Trustees may fix a date
not more than sixty (60) days prior to the date of any meeting of Shareholders
or distribution or other action as a record date for the determination of the
persons to be treated as Shareholders of record for such purposes.
SECTION 3. Notices. Except, as provided in the Declaration of Trust, notices of
any special meeting of the Shareholders shall be given by the Secretary by
delivering or mailing, postage prepaid, to each Shareholder entitled to vote at
said meeting, a written or printed notification of such meeting, at least ten
days before the meeting, to such address as may be registered with the Trust by
the Shareholder.
SECTION 4. Place of Meeting. All special meetings of the Shareholders shall be
held at the principal place of business of the Trust in Boston, Massachusetts or
at such other place in the United States as the Trustees may designate.
SECTION 5. Quorum. The presence in person or by proxy of the holders of record
of a majority of the shares of beneficial interest issued and outstanding and
entitled to vote ("Outstanding Shares") shall constitute a quorum for the
transaction of any business at all meetings of the Shareholders except as
otherwise provided by law, the Declaration of Trust or these By- Laws. In the
absence of the required quorum no business may be transacted, except that the
holders of a majority of the Outstanding Shares present in person or by proxy at
the meeting may adjourn the meeting from time to time without notice other than
announcement thereat except as otherwise required by these By-Laws, until the
holders of the requisite amount of Shares outstanding shall be so present. At
any such adjourned meeting at which the required quorum may be present, any
business may be transacted which might have been transacted at the meeting as
originally notified.
SECTION 6. Required Vote. On any matter brought before a meeting of
Shareholders, a vote of a majority of the Outstanding Shares present in person
or by proxy at the meeting is required to approve such matter, except as
otherwise required by law, the Declaration of Trust or any other provision of
the By-Laws.
SECTION 7. Conduct of Shareholders' Meetings. At each meeting of the
Shareholders, the Chairman of the Board of Trustees (if one has been designated
by the Board of Trustees), or if the Chairman of the Board of Trustees is absent
or unable to act, the President, or if the President is absent or unable to act,
a Vice
-4-
<PAGE>
President, or if none of them are present or able to act a chairman to be
elected at the meeting, shall act as chairman of the meeting. The Secretary of
the Trust, or if the Secretary is absent or unable to act, an Assistant
Secretary, or if none are present or able to act, any person appointed by the
chairman of the meeting, shall act as secretary of the meeting and keep the
minutes thereof.
SECTION 8. Order of Business. The order of business at all meetings of the
Shareholders shall be as determined by the chairman of the meeting.
SECTION 9. Proxies. At any meeting of Shareholders, any holder of Outstanding
Shares entitled to vote thereat may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken. A
proxy shall be deemed signed if the Shareholder's name is placed on the proxy
(whether by manual signature, typewriting or telegraphic transmission) by the
Shareholder or the Shareholder's attorney-in- fact Proxies may be solicited in
the name of one or more Trustees or one or more of the officers of the Trust.
Only Shareholders of record shall be entitled to vote. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled by the Declaration
of Trust to vote and fractional Shares shall be entitled to a proportionate
fractional vote. When any Share is held jointly by several persons, any one of
them may vote at any meeting in person or by proxy in respect of such Share, but
if more than one of them shall be present at such meeting in person or by proxy,
and such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall be received in respect of such Share. A proxy purporting
to be executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. If the holder of any such Share is a minor or a
person of unsound mind, and subject to guardianship or the legal control of any
other person as regards the charge or management of such Share, he may vote by
his guardian or such other person appointed or having such control, and such
vote may be given in person or by proxy.
SECTION 10. Abstentions and Broker Non-Votes. Outstanding Shares represented at
a meeting in person or by proxy (including Outstanding Shares which abstain or
do not vote with respect to one or more of any proposals presented for
Shareholder approval) will be counted for purposes of determining whether a
quorum is present at a meeting. Abstentions will be treated as Outstanding
Shares that are present and entitled to vote for purposes of determining the
number of Outstanding Shares that are present and
-5-
<PAGE>
entitled to vote with respect to any particular proposal, but will not be
counted as a vote in favor of such proposal. If a broker or nominee holding
Outstanding Shares in "street name" indicates on the proxy that it does not have
discretionary authority to vote as to a particular proposal, those Shares will
not be considered as present and entitled to vote with respect to such proposal.
SECTION 11. Special Meetings. Special meetings of the Shareholders may be called
in accordance with the provisions of the Declaration of Trust. If the Secretary,
when ordered or requested to hold a special meeting of the Shareholders, refuses
or neglects for more than two days to call such special meeting, the Trustees or
the Shareholders so requesting may, in the name of the Secretary, call the
meeting by giving notice thereof in the manner required when notice is given by
the Secretary.
SECTION 12. Action Without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Outstanding Shares
(or such larger proportion thereof as shall be required by law) consent to the
action in writing and the written consents are filed with the records of the
meetings of Shareholders. Such consents shall be treated for all purposes as a
vote taken at a meeting of Shareholders.
ARTICLE V
Trustees' Meetings
SECTION 1. Meetings. Meetings of the Trustees shall be called orally or in
writing by the Chairman or at his order or direction to the Secretary or by any
two other Trustees by written request to the Secretary, and if the Secretary
when so requested refuses or fails for more than one day to call such meeting,
the Chairman, or such two other Trustees, may in the name of the Secretary call
such meeting by giving due notice in the manner required when notice is given by
the Secretary.
SECTION 2. Quorum. A majority of the Trustees shall constitute a quorum for the
transaction of business.
SECTION 3. Notices. Except as otherwise provided, notice of any meeting of the
Trustees shall be given by the Secretary to each Trustee, by mailing to him,
postage prepaid, addressed to him at his address as registered on the books of
the Trust or, if not so registered, at his last known address, a written or
printed notification of such meeting at least three days before the meeting or
by delivering such notice to him at least two days before the meeting, or by
telephoning him or by sending to him at
-6-
<PAGE>
least one day before the meeting, by prepaid telegram, addressed to him at his
said registered address, if any, or if he has no such registered address, at his
last known address, notice of such meeting.
SECTION 4. Place of Meeting. All meetings of the Trustees shall be held at the
principal place of business of the Trust in Boston, Massachusetts, or such other
place within or without the Commonwealth as the person or persons requesting
said meeting to be called may designate, but any meeting may adjourn to any
other place. Meetings may be 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.
SECTION 5. Special Action. When all the Trustees shall be present at any
meeting, however called, or wherever held, or shall assent to the holding of the
meeting without notice, or after the meeting shall sign a written assent thereto
on the record of such meeting, the acts of such meeting shall be valid as if
such meeting had been regularly held.
SECTION 6. Action by Consent. Any action by the Trustees may be taken without a
meeting if a written consent thereto is signed by a majority of the Trustees and
filed with the records of the Trustees' meetings, or by telephone consent
provided a majority of Trustees participate in any such telephone meeting. Such
consent shall be treated as a vote of the Trustees for all purposes, provided
however, no such consent shall be effective if the Investment Company Act of
1940 requires that a particular action be taken only at a meeting of the
Trustees.
ARTICLE VI
Shares of Beneficial Interest
SECTION 1. Beneficial Interest. The beneficial interest in the Trust and the
status of the owners thereof shall be defined, established and governed by
applicable provisions of law, the Declaration of Trust and as herein provided by
these By-Laws.
SECTION 2. Transfers; Share Certificates. (a) Shares may be transferred on the
books of the Trust by written request to the Trust or its transfer agent, with
such proof of authority or the authenticity of the signature as the Trust or its
transfer agent may reasonably require. Except as may be otherwise required by
law, by the Declaration of Trust or by these By-Laws, the Trust shall be
entitled to treat the record holder of shares of beneficial interest as shown on
its books as the owner of such shares for all purposes, including the payment of
dividends and
-7-
<PAGE>
the right to vote with respect thereto, regardless of any transfer, pledge or
other disposition of such shares until the shares have been transferred on the
books of the Trust in accordance with the requirements of these By-Laws.
(b) The Trustees may authorize the issuance of certificates representing
Shares and adopt rules governing the transfer of Shares, whether or not
represented by certificates.
ARTICLE VII
Inspection of Books
The Trustees shall from time to time determine whether and to what extent,
and at what times and places, and under what conditions and regulations the
accounts and books of the Trust or any of them shall be open to the inspection
of the shareholders; and no shareholder shall have any right to inspect any
account or book or document of the Trust except as conferred by law or otherwise
by the Trustees or by resolution of the shareholders.
ARTICLE VIII
Custodian
The Custodian(s) employed by the Trust pursuant to Section 3.6 of the
Declaration of Trust shall be required to enter into a contract with the Trust
which shall contain in substance the following provisions:
(a) The Trust will cause all securities and funds owned by the Trust to be
delivered or paid to the Custodian(s).
(b) The Custodian(s) will receive and receipt for any moneys due to the
Trust and deposit the same in its own banking department and in such other
banking institutions, if any, as the Custodian(s) and the Trustees may approve.
The Custodian(s) shall have the sole power to draw upon any such account.
(c) The Custodian(s) shall release and deliver securities owned by the
Trust in the following cases only:
(1) Upon the sale of such securities for the account of the Trust and
receipt of payment therefor;
-8-
<PAGE>
(2) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that in any
such case, the cash is to be delivered to the Custodian(s);
(3) To the issuer thereof or its agent for transfer into the name of the
Trust, the Custodian(s) or a nominee of either, or for exchange for a
different number of bonds or certificates representing the same
aggregate face amount or number of units; provided that in any such
case the new securities are to be delivered to the Custodian(s);
(4) To the broker selling the same for examination, in accord with the
"street delivery" custom;
(5) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities or pursuant to provisions
to any deposit agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian(s);
(6) In the case of warrants, rights, or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities
or the surrender of interim receipts or temporary securities for
definitive securities;
(7) To any pledge by way of pledge or hypothecation to secure any loan;
and
(8) For deposit in a system for the central handling of securities.
(d) The Custodian(s) shall pay out moneys of the Trust only upon the
purchase of securities for the account of the Trust and the delivery in due
course of such securities to the Custodian(s), or in connection with the
conversion, exchange or surrender of securities owned by the Trust as set forth
in (c), or for the redemption or repurchase of Shares issued by the Trust or for
the making of any disbursements authorized by the Trustees pursuant to the
Declaration of Trust or these By-laws, or for the payment of any expense or
liability incurred by the Trust; provided that, in every case where payment is
made by the Custodian(s) in advance of receipt of the securities purchased, the
Custodian(s) shall be
-9-
<PAGE>
absolutely liable to the Trust for such securities to the same extent as if the
securities had been received by the Custodian(s).
(e) The Custodian(s) shall make deliveries of securities and payments of
cash only upon written instructions signed or initialed by such
officer or officers or other agent or agents of the Trust as may be
authorized to sign or initial such instructions by resolution of the
Trustees; it being understood that the Trustees may from time to time
authorize a different person or persons to sign or initial
instructions for different purposes.
The contract between the Trust and the Custodian(s) may contain any such
other provisions not inconsistent with the provisions of Section 3.6 of the
Declaration of Trust or with these By-laws as the Trustees may approve.
Such contract shall be terminable by either party upon written notice to
the other within such time not exceeding sixty (60) days as may be Specified in
the contract; provided, however, that upon termination of the contract or
inability of the Custodian(s) to continue to serve, the Custodian(s) shall, upon
written notice of appointment of another bank or trust company as custodian,
deliver and pay over to such successor custodian all securities and moneys held
by it for account of the Trust. In such case, the Trustees shall promptly
appoint a successor custodian, but in the event that no successor custodian can
be found having the required qualifications and willing to serve, it shall be
the duty of the Trustees to call as promptly as possible a special meeting of
the Shareholders to determine whether the Trust shall function without a
custodian or shall be liquidated. If so directed by vote of the holders of a
majority of the outstanding Shares, the Custodian(s) shall deliver and pay over
all property of the Trust held by it as Specified in such vote.
Such contract shall also provide that, pending appointment of a successor
custodian or a vote of the shareholders specifying some other disposition of the
funds and property, the Custodian(s) shall not deliver funds and property of the
Trust to the Trust, but it may deliver them to a bank or trust company doing
business in Boston, Massachusetts, of its own selection having aggregate
capital, surplus and undivided profits, as shown by its last published report,
of not less than $2,000,000 as the property of the Trust to be held under terms
similar to those on which they were held by the retiring custodian.
Any Sub-custodian employed by the Custodian(s) pursuant to authorization to
do so granted by the Trust pursuant to Section 3.6 of the Declaration of Trust
shall be required to enter into a
-10-
<PAGE>
contract with the Custodian containing in substance the same provisions as those
described in paragraphs (a) through (e) above, except that any contract with a
sub-custodian performing its duties outside the United States and its
territories and possessions, may omit or limit any of such conditions, provided
that, any such omission or limitation shall be expressly approved by a majority
of the Trustees of the Trust.
ARTICLE IX
Miscellaneous Provisions
SECTION 1. Seal. The seal of the Trust shall be circular in form bearing the
inscription:
"PIONEER AMERICA INCOME TRUST"
"A MASSACHUSETTS BUSINESS TRUST 1988"
SECTION 2. Fiscal year. The fiscal year of the trust shall be the period of
twelve months ending on the last day of December in each calendar year or such
other date as the board of trustees may determine.
SECTION 3. Reports to Shareholders. The Trustees shall at least semi- annually
submit to the shareholders a written financial report of the transactions of the
Trust including financial statements which shall at least annually be certified
by independent public accountants.
SECTION 4. Voting of Securities. Except as the Trustees may otherwise designate,
the President or Treasurer may waive notice of, and act as, or appoint any
person or persons to act as, proxy or attorney-in-fact for the Trust (with or
without power of substitution) at any meeting of stockholders or shareholders of
any corporation or other organization, the securities of which may be held by
the Trust.
SECTION 5. Evidence of Authority. A certificate by the Secretary or assistant
Secretary, or a temporary Secretary, as to any action taken by the shareholders,
Trustees, any committee or any officer or representative of the Trust shall as
to all persons who rely on the certificate in good faith be conclusive evidence
of such action.
SECTION 6. Declaration of Trust. All references in these By-Laws to the
Declaration of Trust shall be deemed to refer to the Amended and Restate
Declaration of Trust of the trust dated December 7, 1993, as amended and in
effect form time to time.
-11-
<PAGE>
SECTION 7. Severability. Any determination that any provision of these By-Laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws or the Declaration of Trust.
SECTION 8. Pronouns. All pronouns used in these By-Laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.
-12-
EXHIBIT 6.1
UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this 10th day of July, 1990 by and
between Pioneer U.S. Government Trust ("Pioneer") and Pioneer Funds Distributor,
Inc. (the "Underwriter").
W I T N E S S E T H
WHEREAS, Pioneer, a Massachusetts business trust, is registered as an open
end, diversified, management investment company under the Investment Company Act
of 1940, as amended (the "1940 Act"), and has filed a registration statement
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the purpose of registering shares of beneficial interest for
public offering under the Securities Act of 1933, as amended;
WHEREAS, the Underwriter, a corporation organized under the laws of the
Commonwealth of Massachusetts in 1989, engages in the purchase and sale of
securities both as a broker and dealer and is registered as a broker-dealer with
the Commission and is a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD");
WHEREAS, the parties hereto deem it mutually advantageous that the
Underwriter should act as Principal Underwriter, as defined in the 1940 Act, for
the sale to the public of the shares of beneficial interest of the securities
portfolio of each series of Pioneer which the Trustees may establish from time
to time (individually, a "Portfolio and collectively, the Portfolios"); and
WHEREAS, the parties hereto have executed an Underwriting Agreement dated
March 30, 1990, and wish by this Agreement to amend and supersede in its
entirety such prior Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, Pioneer and the Underwriter do hereby agree as follows:
1. Pioneer does hereby grant to the Underwriter the right and option to
purchase shares of beneficial interest of a Portfolio of Pioneer (the "Shares")
for sale to investors either directly or indirectly through other
broker-dealers. The Underwriter is not required to purchase any specified number
of
<PAGE>
Shares, but will purchase from Pioneer only a sufficient number of Shares as may
be necessary to fill unconditional orders received from time to time by the
Underwriter from investors and dealers.
2. The Underwriter shall offer Shares to the public at an offering price
based upon the net asset value of the Shares, to be calculated as described in
the Registration Statement, including the Prospectus, filed with the Commission
and in effect at the time of the offering, plus sales charges as approved by the
Underwriter and the Trustees of Pioneer and as further outlined in Pioneer's
Prospectus. The offering price shall be subject to any provisions set forth in
the Prospectus from time to time with respect thereto, including, without
limitation, rights of accumulation, letters of intention, exchangeability of
shares, reinstatement privileges, net asset value purchases by certain persons
and reinvestments of dividends and capital gain distributions.
3. In the case of all Shares sold to investors through other broker-
dealers, a portion of applicable sales charges will be reallowed to such
broker-dealers who are members of the NASD or, in the case of certain sales by
banks or certain sales to foreign nationals, to brokers or dealers exempt from
registration with the Commission. The concession reallowed to broker-dealers
shall be set forth in a written sales agreement and shall be generally the same
for broker-dealers providing comparable levels of sales and service.
4. This Agreement may be terminated by either party upon sixty days'
written notice.
5. This Agreement shall terminate on any anniversary hereof if its terms
and renewal have not been approved by a majority vote of the Trustees of Pioneer
voting in person, including a majority of its Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Underwriting Agreement (the "Qualified Trustees"), at a
meeting of Trustees called for the purpose of voting on such approval. This
Agreement may also be terminated at any time, without payment of any penalty, by
Pioneer on 60 days' written notice to the Underwriter, or by the Underwriter
upon similar notice to Pioneer. This Agreement may also be terminated by a party
upon five (5) days written notice to the other party in the event that the
Commission has issued an order or obtained an injunction or other court order
suspending effectiveness of the Registration Statement covering these shares of
Pioneer. Finally, this Agreement may also be terminated by Pioneer upon five (5)
days written notice to the Underwriter provided either of the following events
has occurred: (i) the NASD has expelled the
-2-
<PAGE>
Underwriter or suspended its membership in that organization; or (ii) the
qualification, registration, license or right of the Underwriter to sell shares
in a particular state has been suspended or cancelled in a state in which sales
of the shares of Pioneer during the most recent 12 month period exceeded 10% of
all shares of Pioneer sold by the Underwriter during such period.
6. The compensation for the services of the Underwriter as a principal
underwriter under this Agreement shall be (i) that part of the sales charge
which is retained by the Underwriter after allowance of discounts to dealers as
set forth in the Registration Statement, including the Prospectus, filed with
the Commission and in effect at the time of the offering, as amended, and (ii)
those amounts payable to the Underwriter as reimbursement of expenses pursuant
to any distribution plan for Pioneer which may be in effect. Nothing contained
herein shall relieve Pioneer of any obligation under its management contract or
any other contract with any affiliate of the Underwriter.
7. The parties to this Agreement acknowledge and agree that all liabilities
arising hereunder, whether direct or indirect, of any nature whatsoever,
including without limitation, liabilities arising in connection with any
agreement of Pioneer of its Trustees as set forth herein to indemnify any party
to this Agreement or any other person, if any, shall be satisfied out of the
assets of Pioneer and that no Trustee, officer or holder of shares of beneficial
interest of Pioneer shall be personally liable for any of the foregoing
liabilities. Pioneer's Declaration of Trust, as amended from time to time, is on
file in the Office of Secretary of State of The Commonwealth of Massachusetts.
The Declaration of Trust describes in detail the respective responsibilities and
limitations on liability of the Trustees, officers, and holders of shares of
beneficial interest.
8. This Agreement shall automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
9. In the event of any dispute between the parties, this Agreement shall be
construed according to the laws of The Commonwealth of Massachusetts.
10. This Agreement is intended to amend and supersede in its entirety the
existing Underwriting Agreement between the parties dated March 30, 1990.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers and their seal to be hereto affixed
as of day and year first above written.
-3-
<PAGE>
ATTEST: PIONEER U.S. GOVERNMENT TRUST
/s/Joseph P. Barri By:/s/John F.Cogan
Joseph P. Barri John F.Cogan
Secretary President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
/s/Joseph P. Barri By:/s/Robert L. Butler
Joseph P. Barri Robert L. Butler
Clerk President
-4-
PIONEER FUNDS DISTRIBUTOR, INC.
60 State Street
Boston, MA 02109
(617) 742-7825
SALES AGREEMENT
Gentlemen:
Pioneer Funds Distributor, Inc. (PFD), acts as principal underwriter, as
defined in the Investment Company Act of 1940, for the registered investment
companies (the "Funds") listed on Appendix A attached (as amended from time to
time by PFD.) Acting as a principal, PFD offers to sell shares of the Funds
subject to the conditions set forth in this agreement and subsequent amendments
thereto.
1. Shares purchased from PFD for sale to the public shall be offered and
sold at the price or prices, and on the terms and conditions, set forth in the
currently effective prospectus of the Funds, as amended or supplemented from
time to time (the "Prospectus" or "Prospectuses"). In the sale of such shares to
the public you shall act as dealer for your own account or as agent for your
customer and in no transaction shall you have any authority to act or hold
yourself out as agent for PFD, any of the Funds, the Funds' Custodians, the
Funds' Transfer agent, or any other party, and nothing in this agreement shall
constitute you a partner, employee or agent of ours or give you any authority to
act for PFD. Neither PFD nor the funds shall be liable for any of your acts or
obligations as a broker-dealer under this agreement. Nothing herein shall be
construed to prohibit your acting as agent for one or both customers in the sale
of shares by one customer to another and charging such customer(s) a reasonable
commission.
2. Shares purchased from PFD for sale to the public shall be purchased
only to cover orders previously received by you from your customers. Shares
purchased for your own bona fide investment shall not be reoffered or sold
except to the applicable Fund or to PFD. PFD also agrees to purchase shares only
for investment or to cover orders received.
3. If you purchase shares from your customers, you agree to pay such
customers not less than the redemption price in effect on the date of purchase,
as defined in the prospectus of the applicable Fund. Sales of shares at prices
reflecting a discount, concession, commission or other reallowance shall be made
only to registered broker-dealers which are members of the National Association
of Securities Dealers Inc. (NASD) and who also have entered into sales
agreements with PFD.
4. Only unconditional orders for a designated number of shares or dollar
amount of investment shall be accepted. Procedures relating to handling orders
shall be conveyed to you from time to time. All orders are subject to acceptance
or rejection by PFD in our sole discretion.
5. If any shares sold to or through you under the terms of this agreement
are repurchased by PFD or by the issuer or are tendered for redemption within
seven business days after the date of our confirmation of the original purchase
by you, we both agree to pay to the Fund all commissions on such shares.
6. Sales by you to the public shall earn a commission computed as a
percentage of the applicable offering price and which varies with the size and
nature of each such purchase. The terms and conditions affecting the applicable
offering prices on shares sold with a front-end sales charge , including
features such as combined purchase, rights of accumulation, Letters of Intention
and net asset value purchases, are described in the prospectuses. The schedules
of commissions generally payable with respect to sales of the Funds are outlined
on Appendix A to this agreement. Commission checks for less than $1 will not be
issued.
PFD may, from time to time, offer additional commissions or bonuses on
sales by you or your representatives without otherwise revising this agreement.
Any such additional commissions or bonuses shall take effect in accordance with
the terms and conditions contained in written notification to you.
7. Remittance of the net amount due for shares purchased from PFD shall
be made payable to Pioneering Services Corporation (PSC) Agent for the
Underwriter, in New York or Boston funds, within three days of our confirmation
of sale to you, or within such shorter time as specified by the rules of the
NASD or of a registered clearing agent through which the transaction is settled.
Payments made to PSC should be sent to Post Office Box 9014, Boston, MA 02205
(or wired to an account designated by PSC), along with your transfer
instructions on the appropriate copy of our confirmation of sale to you. If such
payment is not received by PSC, we reserve the right to liquidate the shares
purchased for your account and risk. Promptly upon receipt of payment, shares
sold to you shall be deposited by PSC to an account on the books of the Fund(s)
in accordance with your instructions. Certificates will not be issued unless
specifically requested and we reserve the right to levy a charge for issuance of
certificates.
8. You represent that you are and, at the time of purchasing any shares
of the Funds, will be registered as a broker-dealer with the US. Securities and
Exchange Commission (SEC) or are exempt from such registration; if required to
be registered as a broker-dealer you are a member in good standing of the NASD;
you are qualified to act as a broker-dealer in the states or jurisdictions in
which you intend to offer shares of the Funds; you will abide by all applicable
federal and state statutes and the rules of the NASD; and when making sales to
citizens or residents of foreign countries, that you will abide by all
applicable laws and regulations of that country. Expulsion or suspension from
the NASD or revocation or suspension of SEC registration shall act as an
immediate cancellation of this agreement.
9. No person is authorized to make any representations concerning shares
of any of the Funds except those contained in the then current Prospectus or
Statement of Additional Information for such Fund. In purchasing shares from PFD
you shall rely solely on the representations contained in such Prospectuses and
Statements of Additional Information.
10. Additional copies of the current prospectuses, Statements of
Additional Information (SAI), and other literature will be supplied in
reasonable quantities upon request.
<PAGE>
11. We reserve the right in our discretion to suspend sales or withdraw
the offering of shares of any Fund entirely. Either party hereto has the right
to cancel this agreement upon five days' written notice to the other party. We
reserve the right to amend this agreement at any time and you agree that an
order to purchase shares of any one of the Funds placed by you after notice of
such amendment has been sent to you shall constitute your agreement to any such
amendment.
12. All written communications to PFD should be sent to the above address.
All written communications to you will be sent to your address listed below.
13. This agreement shall become effective upon receipt by us of your
acceptance hereof and supersedes any prior agreement between us with respect to
the sales of Shares of any of the Funds.
14. This agreement shall be construed in accordance with the laws of
Massachusetts. The parties hereby agree that all disputes between us of whatever
subject matter, whether existing on the date hereof or arising hereafter, shall
be submitted to arbitration in accordance with the then current Code of
Arbitration Procedure of the NASD, the Uniform Arbitration Act or similar rules.
Arbitration shall take place in the city of Boston, Massachusetts. Any decision
that shall be made in such arbitration shall be final and binding and shall have
the same force and effect as a judgment made in a court of competent
jurisdiction.
15. You appoint the transfer agent for each Fund as your agent to execute
the purchase transactions of Shares of such Fund in accordance with the terms
and provisions of any account, program, plan or service established or used by
your customers and to confirm each purchase to your customers on your behalf,
except as modified in writing by the transfer agent, and you guarantee to us and
the Fund the legal capacity of your customers so purchasing such Shares and any
other person in whose name the Shares are to be registered.
PIONEER FUNDS DISTRIBUTOR, INC.
Date: ,
By:__________________________________
William A. Misata
Vice President
The undersigned hereby accepts the offer set forth in above letter.
By:__________________________________________________
Title:________________________________________________
RETAIN ONE COPY AND RETURN THE OTHER
<PAGE>
APPENDIX A
CLASS A
Schedule 1
<TABLE>
<CAPTION>
<S> <C> <C>
Pioneer Fund Pioneer Mid-Cap Fund* Pioneer Equity-Income Fund
Pioneer II Pioneer Gold Shares Pioneer Growth Shares
Pioneer International Growth Fund Pioneer Europe Fund Pioneer Real Estate Shares
Pioneer Capital Growth Fund Pioneer Emerging Markets Fund Pioneer Small Company Fund
Pioneer India Fund
Sales Charge
as % of Public Broker/Dealer
Purchase Amount Offering Price Commission
Less than $ 50,000.......... 5.75 5.00%
$ 50,000 - 99,999.......... 4.50 4.00
100,000 - 249,999.......... 3.50 3.00
250,000 - 499,999.......... 2.50 2.00
500,000 - 999,999.......... 2.00 1.75
1,000,000 or more .......... none a) see below
Schedule 2
Pioneer Bond Fund Pioneer America Income Trust Pioneer Tax-Free Income Fund
Pioneer Income Fund
Sales Charge
as % of Public Broker/Dealer
Purchase Amount Offering Price Commission
Less than $100,000.......... 4.50 4.00%
$100,000 - 249,999.......... 3.50 3.00
250,000 - 499,000......... 2.50 2.00
500,000 - 999,999......... 2.00 1.75
1,000,000 or more .......... none a) see below
Schedule 3
Pioneer Intermediate Tax-Free Fund
Sales Charge
as % of Public Broker/Dealer
Purchase Amount Offering Price Commission
Less than $ 50,000.......... 3.50 3.00%
$ 50,000 - 99,999......... 3.00 2.50
100,000 - 499,999.......... 2.50 2.00
500,000 - 999,999.......... 2.00 1.75
1,000,000 or more .......... none a) see below
Schedule 4
Pioneer Short-Term Income Trust
Sales Charge
as % of Public Broker/Dealer
Purchase Amount Offering Price Commission
Less than $ 50,000.......... 2.50 2.00%
$ 50,000 - 99,999......... 2.00 1.75
100,000 - 249,999.......... 1.50 1.25
250,000 - 999,999.......... 1.00 1.00
1,000,000 or more .......... none a) see below
</TABLE>
a) Purchases of $1 million or more, and certain group plans, are not subject to
an initial sales charge. PFD may pay a commission to broker-dealers who initiate
and are responsible for such purchases at the following rate: for funds listed
on schedules 1 and 2 above, the rate is as follows: 1% on the first $5 million
invested, .50 of 1% on the next $45 million and .25 of 1% on the excess over 50
million. For funds listed on schedules 3 and 4 : .50 of 1% on purchases of $1
million to $5 million and .10 of 1% on the excess over $5 million. A one-year
prepaid service fee is included in this commission. These commissions shall not
be payable if the purchaser is affiliated with the broker-dealer or if the
purchase represents the reinvestment of a redemption made during the previous 12
calendar months. A contingent deferred sales charge will be payable on these
investments in the event of share redemption within 12 months following the
share purchase, at the rate of 1% on funds in schedules 1 and 2 ; and .50 of 1%
on funds in schedules 3 and 4, of the lesser of the value of the shares redeemed
(exclusive of reinvested dividend and capital gain distributions) or the total
cost of such shares. For additional information about the broker-dealer
commission and contingent deferred sales charge applicable to these
transactions, refer to the Fund's prospectus.
PLEASE RETAIN THIS COPY
<PAGE>
Schedule 5
Pioneer Cash Reserves Fund Pioneer U.S. Government Money Fund
No Load
CLASS B
Schedule 1 Schedule 2 Schedule 3
---------- ---------- ----------
<TABLE>
<CAPTION>
<S> <C> <C>
Pioneer Equity Income Fund Pioneer Intermediate Tax-Free Pioneer Short-Term
Pioneer Bond Fund Fund Income Trust
Pioneer Capital Growth Fund
Pioneer Europe Fund
Pioneer Gold Share
Pioneer America Income Trust
Pioneer Emerging Markets Fund
Pioneer India Fund
Pioneer Cash Reserves Fund
Pioneer Growth Shares
Pioneer Income Fund
Pioneer Tax-Free Income Fund
Pioneer Small Company Fund
Pioneer International Growth Fund
Pioneer Real Estate Shares
Pioneer Mid-Cap Fund*
</TABLE>
Broker/Dealer
Commission 4.00% 3.00% 2.00%
- ----------
Year Since
Purchase CDSC% CDSC% CDSC%
First 4.0 3.0 2.0
Second 4.0 3.0 2.0
Third 3.0 2.0 1.0
Fourth 3.0 1.0 none
Fifth 2.0 none none
Sixth 1.0 none To A Class
Seventh none To A Class
Eigth none
Ninth To A Class
a)Dealer Commission includes a first year service fee equal to 0.25% of the
amount invested in all Class B shares.
CLASS C
<TABLE>
<CAPTION>
<S> <C> <C>
Pioneer America Income Trust Pioneer Bond Fund Pioneer Capital Growth Fund
Pioneer Cash Reserves Funds Pioneer Emerging Markets Fund Pioneer Equity-Income Fund
Pioneer Europe Fund Pioneer Gold Shares Pioneer Growth Shares
Pioneer Income Fund Pioneer Real Estate Shares Pioneer India Fund
Pioneer Intermediate Tax-Free Fund Pioneer Small Company Fund Pioneer Tax-Free Income Fund
Pioneer International Growth Fund Pioneer Mid-Cap Fund*
</TABLE>
a) 1% Payout to Broker
b) 1% CDSC for One Year
*formerly Pioneer Three Fund
<PAGE>
PIONEER FUNDS DISTRIBUTOR, INC.
60 State Street
Boston, MA 02109
(617) 742-7825
SUPPLEMENTAL SALES AND SERVICE AGREEMENT
You have entered into a Sales Agreement with Pioneer Funds Distributor, Inc.
("PFD") with respect to the Pioneer mutual funds for which PFD serves as
principal underwriter ("the Funds").
This agreement incorporates and supplements that agreement. In consideration of
your sales of shares of the Funds, for providing services to shareholders of the
Funds and of the Pioneer money market funds and assisting PFD and its affiliates
in providing such services, we are authorized to pay you certain service fees as
specified herein. Receipt by you of any such service fees is subject to the
terms and conditions contained in the Funds' prospectuses and/or specified
below, as may be amended from time to time.
1. You agree to cooperate as requested with programs that the Funds, PFD or
their affiliates provide to enhance shareholder service.
2. You agree to take an active role in providing such shareholder services as
processing purchase and redemption transactions and, where applicable, exchanges
and account transfers; establishing and maintaining shareholder accounts;
providing certain information and assistance with respect to the Funds;
responding to shareholder inquiries or advising us of such inquiries where
appropriate.
3., You agree to assign an active registered representative to each shareholder
account on your and our records and to reassign accounts when registered
representatives leave your firm. You also agree, with respect to accounts which
are held in nominee or "street" name, to provide such documentation and
verification that active representatives are assigned to all such accounts as
PFD may require from time to time.
4. You agree to pay to the registered representatives assigned to shareholder
accounts a share of any service fees paid to you pursuant to this agreement. You
also agree to instruct your representatives to regularly contact shareholders
whose accounts are assigned to them.
5. You acknowledge that service fee payments are subject to terms and conditions
set forth herein and in the Funds' prospectuses, Statements of Additional
Information and Plans of Distribution and that this agreement may be terminated
by either party at any time by written notice to the other. Any order to
purchase or sell shares received by PFD from you subsequent to the date of our
notification to you of an amendment of the Agreement shall be deemed to be your
acceptance of such an amendment.
6. You acknowledge that your continued participation in this agreement is
subject to your providing a level of support to PFD's marketing and shareholder
retention efforts that is deemed acceptable by PFD. Factors which may be
considered by PFD in this respect include, but are not limited to, the level of
shareholder redemptions, the level of assistance in disseminating shareholder
communications, reasonable access to your offices and/or representatives by PFD
wholesalers or other employees and whether your compensation system or
"preferential list" unduly discriminates against the sale of shares of the
Funds.
7. Service fees will generally be paid quarterly, at the rates and under the
conditions specified on schedule A hereto.
8. All communications to PFD should be sent to the above address. Any notice to
you shall be duly given if mailed or telegraphed to the address specified by you
below. This agreement, in conjunction with the Sales Agreement, describes the
complete understanding of the parties.
This agreement shall be construed under the laws of the Commonwealth of
Massachusetts.
Accepted: Execute this Agreement in duplicate
and return one ofthe duplicate originals to us.
By:___________________________
By:_________________________________________
Title:________________________ William A. Misata
Vice President
RETAIN ONE COPY AND RETURN THE OTHER
<PAGE>
SUPPLEMENTAL SALES AND SERVICE AGREEMENT
WITH PIONEER FUNDS DISTRIBUTOR, INC.
SCHEDULE A
1. Except as specified in Section 4 below, service fees on the aggregate
net asset value of each account assigned to you in Pioneer Fund, Pioneer II, and
Pioneer Mid-Cap Fund** will be paid at the rate of:
a. 0.15% annually on shares acquired prior to August 19, 1991.
b. 0.25% annually on shares acquired on or after August 19, 1991.
2. Except as specified in Section 4 below, service fees on the aggregate
net asset value of each account assigned to you in:
Pioneer America Income Trust Pioneer International Growth Fund
Pioneer Bond Fund Pioneer Growth Shares
Pioneer Intermediate Tax-Free Fund Pioneer Real Estate Shares
Pioneer Europe Fund Pioneer Income Fund
Pioneer Capital Growth Fund Pioneer Tax-Free Income Fund
Pioneer Equity-Income Fund Pioneer Short-Term Income Trust
Pioneer Gold Shares Pioneer India Fund
Pioneer Emerging Markets Fund Pioneer Small Company Fund*
will be paid at the rate of:
a. 0.15% annually if the shares are acquired on or after August 19, 1991,
as a result of an exchange from Pioneer Fund, Pioneer II, or Pioneer Mid-Cap
Fund** of shares owned prior to August 19, 1991.
b. 0.25% annually on all other shares.
3. Except as specified in Section 4 below, service fees will be paid at an
annual rate of 0.15% of the aggregate net asset value of each account assigned
to you in:
Pioneer Cash Reserves Fund
Pioneer US. Government Money Fund
Pioneer California Double Tax-Free Fund
Pioneer Massachusetts Double Tax-Free Fund
Pioneer New York Triple Tax-Free Fund
4. Exceptions -- Service fees will not be paid on accounts representing:
a. Purchases by you or your affiliates, employees or
representatives.
b Shares which were purchased at net asset value, except for sales
of the money market funds or sales on which you are paid a
commission and which are subject to the contingent deferred sales
charge described in the funds' prospectuses.
c. "House" accounts or any other accounts not assigned to an active
registered representative(s).
d. Accounts established in Pioneer Bond Fund prior to January 1,
1986.
e. Service fees of less than $50 per calendar quarter will not be
paid.
f. Pioneer reserves the right to reduce the service fee paid on
individual accounts of more than $10 million.
g. First year services fees on shares subject to a CDSC are at the
rate of 0.25% and are prepaid as part of the initial sales
commission.
5. Service fees on shares sold with a front-end sales charge normally
begin to be earned as soon as the transaction settles, unless specified
otherwise in the fund prospectus. Since the commission on shares sold with a
CDSC includes a prepaid one year service fee , periodic service fees on such
shares are paid beginning one year following the transaction.
6. Service Fees of 1% on class C shares will begin after first year.
* Service fees begin accruing January 1, 1996
** Formerly Pioneer Three Fund
HALE AND DORR
60 State Street
Boston, Massachusetts 02109
April 22, 1996
Pioneer America Income Trust
60 State Street
Boston, MA 02109
Re: Post-Effective Amendment No. 10 to Registration Statement on Form N-1A
(File No. 33-20795) (the "Registration Statement")
Ladies and Gentlemen:
Pioneer America Income Trust (the "Trust") is a Massachusetts business
trust organized under a written Declaration of Trust dated, executed and
delivered in Boston, Massachusetts on March 17, 1988, as amended and restated on
December 7, 1993, as further amended on December 7, 1993, June 16, 1994 and
November 7, 1995 (as so amended and restated, the "Declaration of Trust"). The
beneficial interests thereunder are represented by transferable shares of
beneficial interest, without par value.
The Trustees of the Trust have the powers set forth in the Declaration of
Trust, subject to the terms, provisions and conditions therein provided.
Pursuant to Article V, Section 5.1 of the Declaration of Trust, the number of
shares of beneficial interest authorized to be issued under the Declaration of
Trust is unlimited and the Trustees are authorized to divide the shares into one
or more series of shares and one or more classes thereof as they deem necessary
or desirable. Pursuant to Article V, Section 5.4 of the Declaration of Trust,
the Trustees may issue shares of any series for such amount and type of
consideration, including cash or property, and on such terms as they may deem
best without action or approval of the shareholders.
We understand that you are about to register under the Securities Act of
1933, as amended, 822,556 shares of beneficial interest by Post-Effective
Amendment No. 10 to the Trust's Registration Statement.
We have examined the Declaration of Trust, the By-laws, resolutions of the
Board of Trustees, the minutes of the Board of Trustees relating to the
authorization and issuance of shares of
<PAGE>
Pioneer America Income Trust
April 22, 1996
Page 2
beneficial interest of the Trust, and such other documents as we have deemed
necessary or appropriate for the purposes of this opinion, including, but not
limited to, originals, or copies certified or otherwise identified to our
satisfaction, of such documents, Trust records and other instruments. In our
examination of the above documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, the authenticity of the originals of such latter
documents and the legal competence of each individual executing any documents.
For purposes of this opinion letter, we have not made an independent review
of the laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and express no opinion with respect to the laws of any
jurisdiction other than the laws of The Commonwealth of Massachusetts. Further,
we express no opinion as to compliance with any state or federal securities
laws, including the securities laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the non-assessability of the shares of
the Trust, is qualified to the extent that under Massachusetts law, shareholders
of a Massachusetts business trust, such as the Trust, may be held personally
liable for the obligations of such Trust. In this regard, however, please be
advised that the Declaration of Trust disclaims shareholder liability for acts
or obligations of the Trust and provides that notice of such disclaimer may be
given in each note, bond, contract, certificate or undertaking made or issued by
or on behalf of the Trust. Also, the Declaration of Trust provides for
indemnification out of Trust property for all loss and expense of any
shareholder held personally liable solely by reason of his being or having been
a shareholder of the Trust; provided, however, that no Trust property may be
used to indemnify any shareholder of any series of the Trust other than Trust
property allocated or belonging to that series.
We are of the opinion that all necessary Trust action precedent to the
issuance of the Shares of beneficial interest of the Trust comprising the shares
covered by Post-Effective Amendment No. 10 to the Registration Statement has
been duly taken, and that all such Shares may legally and validly be issued for
cash or property, and when sold will be fully paid and non-assessable by the
Trust upon receipt by the Trust or its agent of consideration thereof in
accordance with the terms described in
<PAGE>
Pioneer America Income Trust
April 22, 1996
Page 3
the Trust's Declaration of Trust and the Registration Statement, subject to
compliance with the Securities Act of 1933, the Investment Company Act of 1940
and the applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission as an Exhibit to Post-Effective Amendment No. 10 to the Registration
Statement. Except as provided in this paragraph, this opinion may not be relied
upon by, or filed with, any other parties or used for any other purpose.
Very truly yours,
/s/Hale and Dorr
HALE AND DORR
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 2, 1996 included in Pioneer America Income Trust's 1995 Annual
Report (and to all references to our firm) included in or made a part of the
Pioneer America Income Trust Post-Effective Amendment No. 10 to Registration
Statement File No. 33-20795 and Amendment No. 11 to Registration Statement File
No. 811-5516.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 19, 1996
CLASS C SHARES DISTRIBUTION PLAN
PIONEER AMERICA INCOME TRUST
CLASS C SHARES DISTRIBUTION PLAN, dated as of January 31, 1996 of
PIONEER AMERICA INCOME 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 C 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 C Shares distribution plan (the "Class C 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 C Shares in connection with the Class C 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
C 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 C Shares in connection with the
offering of Class C Shares, (b) PFD may compensate any Dealer that sells Class C
Shares in the manner
<PAGE>
and at the rate or rates to be set forth in an agreement between PFD and such
Dealer and (c) PFD may make such payments to the Dealers for distribution
services out of the fee paid to PFD hereunder, any deferred sales charges
imposed by PFD in connection with the repurchase of Class C shares, its profits
or any other source available to it;
WHEREAS, the Trust recognizes and agrees that PFD may impose certain
deferred sales charges in connection with the repurchase of Class C Shares by
the Trust, and PFD may retain (or receive from the 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 C Plan, has evaluated such
information as it deemed necessary to an informed determination whether this
Class C Plan should be adopted and implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use assets of
the Trust for such purposes, and has determined that there is a reasonable
likelihood that the adoption and implementation of this Class C Plan will
benefit the Trust and its Class C shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Class C Plan for the Trust as a plan of distribution of Class C Shares in
accordance with Rule 12b-1, on the following terms and conditions:
1. (a) The Trust 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 C
Shares. Such compensation shall be calculated and accrued daily and
paid monthly or at such other intervals as the Board of Trustees may
determine.
(b) The amount of compensation paid during any one year for
distribution services with respect to Class C Shares shall be .75% of
the Trust's average daily net assets attributable to Class C Shares for
such year.
-2-
<PAGE>
(c) Distribution services and expenses for which PFD may be
compensated pursuant to this Plan include, without limitation:
compensation to and expenses (including allocable overhead, travel and
telephone expenses) of (i) Dealers, brokers and other dealers who are
members of the National Association of Securities Dealers, Inc.
("NASD") or their officers, sales representatives and employees, (ii)
PFD and any of its affiliates and any of their respective officers,
sales representatives and employees, (iii) banks and their officers,
sales representatives and employees, who engage in or support
distribution of the Trust's Class C 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 during any one year for
personal and account maintenance services and expenses shall be .25% of
the Trust's average daily net assets attributable to Class C Shares for
such year. As partial consideration for personal services and/or
account maintenance services provided by PFD to the Class C Shares, PFD
shall be entitled to be paid any fees payable under this clause (d)
with respect to Class C shares for which no dealer of record exists,
where less than all consideration has been paid to a dealer of record
or where qualification standards have not been met.
(e) Personal and account maintenance services for which PFD or
any of its affiliates, banks or Dealers may be compensated pursuant to
this Plan include, without limitation: payments made to or on account
of PFD or any of its affiliates, banks, other brokers and dealers who
are members of the NASD, or their officers, sales representatives and
employees, who respond to inquiries of, and furnish assistance to,
shareholders regarding their ownership of Class C Shares or their
accounts or who provide similar services not otherwise provided by or
on behalf of the Trust.
-3-
<PAGE>
(f) PFD may impose certain deferred sales charges in
connection with the repurchase of Class C Shares by the Trust and PFD
may retain (or receive from the 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 C
Shares and the provision of services to shareholders of the Trust. Nothing in
this Class C 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 C 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 C Plan shall become effective upon approval by (i) a
"majority of the outstanding voting securities" of Class C of the Trust, (ii) a
vote of the Board of Trustees, and (iii) a vote of a majority of the Trustees
who are not "interested persons" of the Trust and who have no direct or indirect
financial interest in the operation of the Class C Plan or in any agreements
related to the Class C Plan (the "Qualified
-4-
<PAGE>
Trustees"), such votes with respect to (ii) and (iii) above to be cast in person
at a meeting called for the purpose of voting on this Class C Plan.
5. This Class C Plan will remain in effect indefinitely, provided that
such continuance is "specifically approved at least annually" by a vote of both
a majority of the Trustees of the Trust and a majority of the Qualified
Trustees. If such annual approval is not obtained, this Class C Plan shall
expire on ________ __, 1997.
6. This Class C Plan may be amended at any time by the Board of
Trustees, provided that this Class C Plan may not be amended to increase
materially the limitations on the annual percentage of average net assets which
may be expended hereunder without the approval of holders of a "majority of the
outstanding voting securities" of Class C of the 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 C Plan may be terminated at any time by a vote of
a majority of the Qualified Trustees or by a vote of the holders of a "majority
of the outstanding voting securities" of Class C of the Trust.
7. The Trust and PFD shall provide to the Trust's Board of Trustees,
and the Board of Trustees shall review, at least quarterly, a written report of
the amounts expended under this Class C Plan and the purposes for which such
expenditures were made.
8. While this Class C Plan is in effect, the selection and nomination
of Qualified Trustees shall be committed to the discretion of the Trustees who
are not "interested persons" of the Trust.
9. For the purposes of this Class C Plan, the terms "assignment,"
"interested persons," "majority of the outstanding voting securities" and
"specifically approved at least annually" are used as defined in the 1940 Act.
-5-
<PAGE>
10. The Trust shall preserve copies of this Class C Plan, and each
agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and, for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.
11. This Class C Plan shall be construed in accordance with the laws of
The Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
12. If any provision of this Class C Plan shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Class C
Plan shall not be affected thereby.
-6-
[ARTICLE] 6
[CIK] 0000831120
[NAME] PIONEER AMERICA INCOME TRUST
[SERIES]
[NUMBER] 01
[NAME] PIONEER AMERICA INCOME TRUST CLASS A
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 161802169
[INVESTMENTS-AT-VALUE] 168630976
[RECEIVABLES] 2060174
[ASSETS-OTHER] 8532
[OTHER-ITEMS-ASSETS] 92933
[TOTAL-ASSETS] 170792615
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1092523
[TOTAL-LIABILITIES] 1092523
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 169292549
[SHARES-COMMON-STOCK] 15956535
[SHARES-COMMON-PRIOR] 17206644
[ACCUMULATED-NII-CURRENT] 74424
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (6494180)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 6827299
[NET-ASSETS] 169700092
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 12956877
[OTHER-INCOME] 0
[EXPENSES-NET] (1676787)
[NET-INVESTMENT-INCOME] 11280090
[REALIZED-GAINS-CURRENT] (814678)
[APPREC-INCREASE-CURRENT] 14043149
[NET-CHANGE-FROM-OPS] 24508561
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (11072485)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 2411447
[NUMBER-OF-SHARES-REDEEMED] 4532725
[SHARES-REINVESTED] 871169
[NET-CHANGE-IN-ASSETS] 5671594
[ACCUMULATED-NII-PRIOR] 52709
[ACCUMULATED-GAINS-PRIOR] (5413884)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 821251
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 2036708
[AVERAGE-NET-ASSETS] 160877063
[PER-SHARE-NAV-BEGIN] 9.41
[PER-SHARE-NII] 0.68
[PER-SHARE-GAIN-APPREC] 0.79
[PER-SHARE-DIVIDEND] (0.68)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.20
[EXPENSE-RATIO] 1.02
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
<PAGE>
[ARTICLE] 6
[CIK] 0000831120
[NAME] PIONEER AMERICA INCOME TRUST
[SERIES]
[NUMBER] 02
[NAME] PIONEER AMERICA INCOME TRUST CLASS B
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 161802169
[INVESTMENTS-AT-VALUE] 168630976
[RECEIVABLES] 2060174
[ASSETS-OTHER] 8532
[OTHER-ITEMS-ASSETS] 92933
[TOTAL-ASSETS] 170792615
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1092523
[TOTAL-LIABILITIES] 1092523
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 169292549
[SHARES-COMMON-STOCK] 687528
[SHARES-COMMON-PRIOR] 230859
[ACCUMULATED-NII-CURRENT] 74424
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (6494180)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 6827299
[NET-ASSETS] 169700092
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 12956877
[OTHER-INCOME] 0
[EXPENSES-NET] (1676787)
[NET-INVESTMENT-INCOME] 11280090
[REALIZED-GAINS-CURRENT] (814678)
[APPREC-INCREASE-CURRENT] 14043149
[NET-CHANGE-FROM-OPS] 24508561
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (231937)
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 654066
[NUMBER-OF-SHARES-REDEEMED] 215740
[SHARES-REINVESTED] 18343
[NET-CHANGE-IN-ASSETS] 5671594
[ACCUMULATED-NII-PRIOR] 52709
[ACCUMULATED-GAINS-PRIOR] (5413884)
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 821251
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 2036708
[AVERAGE-NET-ASSETS] 3858529
[PER-SHARE-NAV-BEGIN] 9.40
[PER-SHARE-NII] 0.61
[PER-SHARE-GAIN-APPREC] 0.77
[PER-SHARE-DIVIDEND] (0.61)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.17
[EXPENSE-RATIO] 1.77
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
PIONEER AMERICA INCOME TRUST
Multiple Class Plan Pursuant to Rule 18f-3
Class A Shares and Class B Shares
October 4, 1995
Each class of shares of Pioneer America Income Trust (the "Trust") will
have the same relative rights and privileges and be subject to the same sales
charges, fees and expenses, except as set forth below. The Board of Trustees of
the Trust may determine in the future that other distribution arrangements,
allocations of expenses (whether ordinary or extraordinary) or services to be
provided to a class of shares are appropriate and amend this Plan accordingly
without the approval of shareholders of any class. Except as set forth in the
Trust's prospectus, shares may be exchanged only for shares of the same class of
another Pioneer mutual fund.
Article I. Class A Shares
Class A Shares are sold at net asset value and subject to the initial sales
charge schedule or contingent deferred sales charge ("CDSC") and minimum
purchase requirements as set forth in the Trust's prospectus. Class A Shares
shall be entitled to the shareholder services set forth from time to time in the
Trust's prospectus with respect to Class A Shares. Class A Shares are subject to
fees calculated as a stated percentage of the net assets attributable to Class A
shares under the Trust's Class A Rule 12b-1 Distribution Plan as set forth in
such Distribution Plan. The Class A Shareholders have exclusive voting rights,
if any, with respect to the Class A Rule 12b-1 Distribution Plan. Transfer
agency fees are allocated to Class A Shares on a per account basis except to the
extent, if any, such an allocation would cause the Trust to fail to satisfy any
requirement necessary to obtain or rely on a private letter ruling from the
Internal Revenue Service ("IRS") relating to the issuance of multiple classes of
shares. Class A shares shall bear the costs and expenses associated with
conducting
<PAGE>
a shareholder meeting for matters relating to Class A shares.
Article II. Class B Shares
Class B Shares are sold at net asset value per share without the imposition
of an initial sales charge. However, Class B shares redeemed within a specified
number of years of purchase will be subject to a CDSC as set forth in the
Trust's prospectus. Class B Shares are sold subject to the minimum purchase
requirements set forth in the Trust's prospectus. Class B Shares shall be
entitled to the shareholder services set forth from time to time in the Trust's
prospectus with respect to Class B Shares. Class B Shares are subject to fees
calculated as a stated percentage of the net assets attributable to Class B
shares under the Class B Rule 12b-1 Distribution Plan as set forth in such
Distribution Plan. The Class B Shareholders of the Trust have exclusive voting
rights, if any, with respect to the Trust's Class B Rule 12b-1 Distribution
Plan. Transfer agency fees are allocated to Class B Shares on a per account
basis except to the extent, if any, such an allocation would cause the Trust to
fail to satisfy any requirement necessary to obtain or rely on a private letter
ruling from the IRS relating to the issuance of multiple classes of shares.
Class B shares shall bear the costs and expenses associated with conducting a
shareholder meeting for matters relating to Class B shares.
Class B Shares will automatically convert to Class A Shares of the Trust at
the end of a specified number of years after the initial purchase date of Class
B shares, except as provided in the Trust's prospectus. Such conversion will
occur at the relative net asset value per share of each class without the
imposition of any sales charge, fee or other charge. The conversion of Class B
Shares to Class A Shares may be suspended if it is determined that the
conversion constitutes or is likely to constitute a taxable event under federal
income tax law.
The initial purchase date for Class B shares acquired through (i)
reinvestment of dividends on Class B Shares or (ii) exchange from another
Pioneer mutual fund will be
-2-
<PAGE>
deemed to be the date on which the original Class B shares were purchased.
Article III. Approval by Board of Trustees
This Plan shall not take effect until it has been approved by the vote of a
majority (or whatever greater percentage may, from time to time, be required
under Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"Act")) of (a) all of the Trustees of the Trust, and (b) those of the Trustees
who are not "interested persons" of the Trust, as such term may be from time to
time defined under the Act.
Article IV. Amendments
No material amendment to the Plan shall be effective unless it is approved
by the Board of Trustees in the same manner as is provided for approval of this
Plan in Article III.
-3-
PIONEER AMERICA INCOME TRUST
Multiple Class Plan Pursuant to Rule 18f-3
Class A Shares, Class B Shares and Class C Shares
January 31, 1996
Each class of shares of Pioneer America Income Trust (the "Trust") will
have the same relative rights and privileges and be subject to the same sales
charges, fees and expenses, except as set forth below. The Board of Trustees may
determine in the future that other distribution arrangements, allocations of
expenses (whether ordinary or extraordinary) or services to be provided to a
class of shares are appropriate and amend this Plan accordingly without the
approval of shareholders of any class. Except as set forth in the Trust's
prospectus, shares may be exchanged only for shares of the same class of another
Pioneer mutual fund.
Article I. Class A Shares
Class A Shares are sold at net asset value and subject to the initial
sales charge schedule or contingent deferred sales charge ("CDSC") and minimum
purchase requirements as set forth in the Trust's prospectus. Class A Shares
shall be entitled to the shareholder services set forth from time to time in the
Trust's prospectus with respect to Class A Shares. Class A Shares are subject to
fees calculated as a stated percentage of the net assets attributable to Class A
shares under the Trust's Class A Rule 12b-1 Distribution Plan as set forth in
such Distribution Plan. The Class A Shareholders have exclusive voting rights,
if any, with respect to the Class A Rule 12b-1 Distribution Plan. Transfer
agency fees are allocated to Class A Shares on a per account basis except to the
extent, if any, such an allocation would cause the Trust to fail to satisfy any
requirement necessary to obtain or rely on a private letter ruling from the
Internal Revenue Service ("IRS") relating to the issuance of multiple classes of
shares. Class A shares shall bear the costs and expenses associated with
conducting a shareholder meeting for matters relating to Class A shares.
<PAGE>
Article II. Class B Shares
Class B Shares are sold at net asset value per share without the
imposition of an initial sales charge. However, Class B shares redeemed within a
specified number of years of purchase will be subject to a CDSC as set forth in
the Trust's prospectus. Class B Shares are sold subject to the minimum purchase
requirements set forth in the Trust's prospectus. Class B Shares shall be
entitled to the shareholder services set forth from time to time in the Trust's
prospectus with respect to Class B Shares. Class B Shares are subject to fees
calculated as a stated percentage of the net assets attributable to Class B
shares under the Class B Rule 12b-1 Distribution Plan as set forth in such
Distribution Plan. The Class B Shareholders of the Trust have exclusive voting
rights, if any, with respect to the Trust's Class B Rule 12b-1 Distribution
Plan. Transfer agency fees are allocated to Class B Shares on a per account
basis except to the extent, if any, such an allocation would cause the Trust to
fail to satisfy any requirement necessary to obtain or rely on a private letter
ruling from the IRS relating to the issuance of multiple classes of shares.
Class B shares shall bear the costs and expenses associated with conducting a
shareholder meeting for matters relating to Class B shares.
Class B Shares will automatically convert to Class A Shares of the
Trust at the end of a specified number of years after the initial purchase date
of Class B shares, except as provided in the Trust's prospectus. Such conversion
will occur at the relative net asset value per share of each class without the
imposition of any sales charge, fee or other charge. The conversion of Class B
Shares to Class A Shares may be suspended if it is determined that the
conversion constitutes or is likely to constitute a taxable event under federal
income tax law.
The initial purchase date for Class B shares acquired through (i)
reinvestment of dividends on Class B Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class B
shares were purchased.
-2-
<PAGE>
Article III. Class C Shares
Class C Shares are sold at net asset value per share without the
imposition of an initial sales charge. However, Class C shares redeemed within
one year of purchase will be subject to a CDSC as set forth in the Trust's
prospectus. Class C Shares are sold subject to the minimum purchase requirements
set forth in the Trust's prospectus. Class C Shares shall be entitled to the
shareholder services set forth from time to time in the Trust's prospectus with
respect to Class C Shares. Class C Shares are subject to fees calculated as a
stated percentage of the net assets attributable to Class C shares under the
Class C Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The
Class C Shareholders of the Trust have exclusive voting rights, if any, with
respect to the Trust's Class C Rule 12b-1 Distribution Plan. Transfer agency
fees are allocated to Class C Shares on a per account basis except to the
extent, if any, such an allocation would cause the Trust to fail to satisfy any
requirement necessary to obtain or rely on a private letter ruling from the IRS
relating to the issuance of multiple classes of shares. Class C shares shall
bear the costs and expenses associated with conducting a shareholder meeting for
matters relating to Class C shares.
The initial purchase date for Class C shares acquired through (i)
reinvestment of dividends on Class C Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class C
shares were purchased.
Article IV. Approval by Board of Trustees
This Plan shall not take effect until it has been approved by the vote
of a majority (or whatever greater percentage may, from time to time, be
required under Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "Act")) of (a) all of the Trustees of the Trust, and (b) those of the
Trustees who are not "interested persons" of the Trust, as such term may be from
time to time defined under the Act.
-3-
<PAGE>
Article V. Amendments
No material amendment to the Plan shall be effective unless it is
approved by the Board of Trustees in the same manner as is provided for approval
of this Plan in Article IV.
-4-
