As filed with the Securities and Exchange Commission on February 23, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /_X__/
Pre-Effective Amendment No. ___ / __ /
Post-Effective Amendment No. _6_ /__X_/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 / X /
Amendment No. 7 / X _/
(Check appropriate box or boxes)
PIONEER GROWTH TRUST
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(Exact name of registrant as specified in charter)
60 State Street, Boston, Massachusetts 02109
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(Address of principal executive office) Zip Code
Registrant's Telephone Number, including Area Code: (617) 742-7825
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Joseph P. Barri, Hale and Dorr, 60 State Street, Boston, MA 02109
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(Name and address of agent for service)
It is proposed that this filing will become effective (check
appropriate box):
_X_ immediately upon filing pursuant to paragraph (b)
_ _ on [date] pursuant to paragraph (b)
__ 60 days after filing pursuant to paragraph (a)
___ on [date] pursuant to paragraph (a) of Rule 485
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f)-2 of the Investment Company Act
of 1940. On November 16, 1995, the Registrant filed the Notice required by Rule
24f-2 for its most recent fiscal year ending October 31, 1995.
Page of pages.
Exhibit Index is at page .
<PAGE>
PIONEER CAPITAL GROWTH FUND
Class A, Class B and Class C Shares
Cross-Reference Sheet Showing Location in Prospectus and
Statement of Additional Information of Information Required by
Items of the Registration Form
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
1. Cover Page Prospectus - Cover Page
2. Synopsis Prospectus - Expense
Information
3. Condensed Financial
Information Prospectus - Financial
Highlights
4. General Description of
Registrant Prospectus - Investment
Objective and Policies;
Management of the Fund;
The Trust
5. Management of the Fund Prospectus - Management
of the Fund
6. Capital Stock and Other
Securities Prospectus - Investment
Objective and Policies;
Dividends, Distributions
and Taxation; The Trust
7. Purchase of Securities
Being Offered Prospectus - Distribution
Plans; Fund Share
Alternatives; Share
Price; How to Buy Fund
Shares; Shareholder
Services
8. Redemption or Repurchase Prospectus - Fund Share
Alternatives; How to Sell
Fund Shares; Shareholder
Services
9. Pending Legal Proceedings Not Applicable
<PAGE>
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 Funds; Investment
Adviser
15. Control Persons and Principle
Holders of Securities Statement of Additional
Information - Management
of the Funds
16. Investment Advisory and Other
Services Statement of Additional
Information - Management
of the Funds; Investment
Adviser; Shareholder
Servicing/Transfer Agent;
Underwriting Agreement
and Distribution Plans;
Custodian; Independent
Public Accountants
17. Brokerage Allocation and
Other Practices Statement of Additional
Information - Portfolio
Transactions
18. Capital Stock and Other
Securities Statement of Additional
Information - Description
of Shares; Certain
Liabilities
-2-
<PAGE>
19. Purchase, Redemption and
Pricing of Securities
Being Offered Statement of Additional
Information -
Determination of Net
Asset Value; Letter of
Intention; Systematic
Withdrawal Plan
20. Tax Status Statement of Additional
Information - Tax Status
and Dividends
21. Underwriters Statement of Additional
Information - Principal
Underwriter
22. Calculation of Performance
Data Statement of Additional
Information - Investment
Results
23. Financial Statements Statement of Additional
Information - Financial
Statements
-3-
<PAGE>
[Pioneer Logo]
Pioneer Capital
Growth Fund
Class A, Class B and Class C Shares
Prospectus
February 23, 1996
Pioneer Capital Growth Fund (the "Fund") seeks capital appreciation by
investing in a diversified portfolio of securities consisting primarily of
common stocks. Any current income generated from these securities is
incidental to the investment objective of the Fund.
In order to achieve its investment objective, the Fund may invest a
significant portion of its assets in foreign securities. See "Investment
Objective and Policies" in this Prospectus. There is, of course, no assurance
that the Fund will achieve its investment objective. The Fund is one of three
series of Pioneer Growth Trust (the "Trust").
Fund 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 Fund
are not deposits or obligations of, or guaranteed or endorsed by, any bank or
other depository institution, and the shares are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
government agency.
This Prospectus (Part A of the Registration Statement) provides
information about the Fund that you should know before investing. Please read
and retain it for your future reference. More information about the Fund is
included in Part B, the Statement of Additional Information, also dated
February 23, 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.
Additional information about the Trust has been filed with the Securities and
Exchange Commission (the "SEC") and is available upon request and without
charge.
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- -------- ----------------------------------------------- -------
<S> <C> <C>
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 3
III. INVESTMENT OBJECTIVE AND POLICIES 4
Risk Factors 4
IV. MANAGEMENT OF THE FUND 5
V. FUND SHARE ALTERNATIVES 6
VI. SHARE PRICE 6
VII. HOW TO BUY FUND SHARES 6
VIII. HOW TO SELL FUND SHARES 10
IX. HOW TO EXCHANGE FUND SHARES 11
X. DISTRIBUTION PLANS 11
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 12
XII. SHAREHOLDER SERVICES 13
Account and Confirmation Statements 13
Additional Investments 13
Automatic Investment Plans 13
Financial Reports and Tax Information 13
Distribution Options 13
Directed Dividends 13
Direct Deposit 13
Voluntary Tax Withholding 13
Telephone Transactions and Related
Liabilities 14
FactFone(SM) 14
Retirement Plans 14
Telecommunications Device for the Deaf (TDD) 14
Systematic Withdrawal Plans 14
Reinstatement Privilege (Class A only) 14
XIII. THE TRUST 15
XIV. INVESTMENT RESULTS 15
APPENDIX 16
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses that
you, as a shareholder, will bear directly or indirectly when you invest in
the Fund. The table reflects annual operating expenses based on actual
expenses incurred for the fiscal year ended October 31, 1995. For Class C
shares, operating expenses are based on estimated expenses that would have
been incurred if C shares had been outstanding for the entire fiscal year
ended October 31, 1995.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shareowner Transaction Expenses: Class A Class B Class C(+)
Maximum Initial Sales Charge on
Purchases (as a percentage of
offering price) 5.75%(1) None None
Maximum Sales Charge on
Reinvestment of Dividends None None None
Maximum Deferred Sales Charge 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 Fees 0.65% 0.65% 0.65%
12b-1 Fees 0.24% 1.00% 1.00%
Other Expenses (including
accounting and transfer agent
fees, custodian fees and
printing expenses) 0.25% 0.23% 0.23%
------- ------- ----------
Total Operating Expenses: 1.14% 1.88% 1.88%
======= ======= ==========
</TABLE>
(+) Class C shares were first offered on January 31, 1996.
(1) Purchases of $1,000,000 or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject to
a contingent deferred sales charge. See "How to Sell Fund Shares."
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and
international wire transfers of redemption proceeds.
Example:
You would pay the following dollar amounts on a $1,000 investment in the
Fund, assuming 5% annual return and redemption at the end of each of the time
periods:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------- ------- ------- ---------
<S> <C> <C> <C> <C>
Class A Shares $68 $92 $117 $188
Class B Shares
- --Assuming complete
redemption at end of
period $59 $89 $122 $201*
- --Assuming no redemption $19 $59 $102 $201*
Class C Shares**
- --Assuming complete
redemption at end of
period $29 $59 $102 $220
- --Assuming no redemption $19 $59 $102 $220
</TABLE>
* Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.
** Class C shares redeemed during the first year after purchase are subject
to a 1% contingent deferred sales charge ("CDSC").
The example above assumes the reinvestment of all dividends and
distributions and that the percentage amounts listed under "Annual Operating
Expenses" remain the same each year.
The example is designed for information purposes only, and should not be
considered a representation of future expenses or return. Actual Fund
expenses and return will vary from year to year and may be higher or lower
than those shown.
For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, including information regarding the basis upon which
management fees and 12b-1 fees are paid, see "Management of the Fund,"
"Distribution Plans" and "How To Buy Fund Shares" in this Prospectus and
"Management of the Funds" and "Underwriting Agreement and Distribution Plans"
in the Statement of Additional Information. The Fund's imposition of a Rule
12b-1 fee may result in long-term shareholders indirectly paying more than
the economic equivalent of the maximum sales charge permitted under the Rules
of Fair Practice of the National Association of Securities Dealers, Inc.
("NASD").
The maximum initial sales charge is reduced on purchases of specified
larger amounts of Class A shares 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 Fund Shares." No sales charge is
applied to exchanges of shares of the Fund for shares of other publicly
available Pioneer mutual funds. See "How to Exchange Shares."
2
<PAGE>
II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements of the
Fund which have been audited by Arthur Andersen LLP, independent public
accountants, in connection with their examination of the Fund's financial
statements. Arthur Andersen LLP's report on the Fund's financial statements
as of October 31, 1995 appears in the Fund's Annual Report which is
incorporated by reference into the Statement of Additional Information. Class
C shares are a new class of shares; no financial highlights exist for Class C
shares. The information listed below should be read in conjunction with the
financial statements contained in the Annual Report. The Annual Report
includes more information about the Fund's performance and is available free
of charge by calling Shareholder Services at 1-800-225-6292.
Pioneer Capital Growth Fund
Financial Highlights for Each Class A Share Outstanding Throughout Each
Period:
<TABLE>
<CAPTION>
Year Ended
--------------------------------------------------------------------
7/25/90
(Commencement
of Operations)
October 31, October 31, October 31, October 31, October 31, to
1995 1994 1993 1992 1991 10/31/90
----------- ----------- ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 17.26 $ 16.17 $ 12.42 $ 11.58 $ 7.50 $ 10.50
--------- --------- --------- --------- --------- ------------
Increase (decrease)
from investment
operations--
Net investment income
(loss)--net $ 0.08 $ (0.05) $ (0.02) $ (0.01) $ 0.07 $ (0.04)
Net realized and
unrealized gain
(loss) on
investments 3.03 2.80 4.43 1.21 4.01 (2.96)
--------- --------- --------- --------- --------- ------------
Total increase
(decrease) from
investment
operations $ 3.11 $ 2.75 $ 4.41 $ 1.20 $ 4.08 $ (3.00)
Distribution to
shareholders from:
Net investment income -- -- -- (0.04) -- --
Net realized gain (0.95) (1.66) (0.66) (0.32) -- --
--------- --------- --------- --------- --------- ------------
Net increase
(decrease) in net
asset value $ 2.16 $ 1.09 $ 3.75 $ 0.84 $ 4.08 $ (3.00)
--------- --------- --------- --------- --------- ------------
Net asset value, end
of period $ 19.42 $ 17.26 $ 16.17 $ 12.42 $ 11.58 $ 7.50
========= ========= ========= ========= ========= ============
Total return* 19.32% 19.03% 36.59% 10.88% 54.40% (28.57%)**
Ratio of net operating
expenses to average
net assets 1.16%+ 1.26% 1.27% 1.48% 1.69% 7.12%**
Ratio of net
investment income
(loss) to average
net assets 0.53%+ (0.44%) (0.26%) (0.20%) 0.69% (2.18%)**
Portfolio turnover
rate 59.43% 47.10% 68.09% 62.00% 37.76% 0.00%
Net assets, end of
period (in
thousands) $845,415 $405,904 $194,670 $75,796 $21,013 $ 2,483
Ratios assuming no
reduction of fees or
expenses by
Pioneering
Management
Corporation
Net operating
expenses -- -- -- -- 2.78% --
Net investment loss -- -- -- -- (0.40%) --
Ratios assuming
reduction for fees
paid indirectly:
Net operating
expenses 1.14%
Net investment income 0.55%
</TABLE>
Financial Highlights for Each Class B Share Outstanding Throughout Each Period:
<TABLE>
<CAPTION>
Year Ended April 4, 1994 to
October 31, 1995 October 31, 1994
<S> <C> <C>
Net asset value, beginning of period $ 17.20 $ 14.94
--------------- ---------------
Increase (decrease) from investment operations:
Net investment loss $ (0.01) $ (0.04)
Net realized and unrealized gain on investments 2.96 2.30
--------------- ---------------
Total increase (decrease) from investment
operations $ 2.95 $ 2.26
Distribution to shareholders from:
Net realized gain (0.95) --
--------------- ---------------
Net increase in net asset value $ 2.00 $ 2.26
--------------- ---------------
Net asset value, end of period $ 19.20 $ 17.20
=============== ===============
Total return* 18.42% 15.13%**
Ratio of net operating expenses to average net
assets 1.93%+ 2.04%**
Ratio of net investment loss to average net assets (0.18%)+ (1.12%)**
Portfolio turnover rate 59.43% 47.10%
Net assets, end of period (in thousands) $311,672 $42,459
Ratios assuming reduction for fees paid indirectly:
Net operating expenses 1.88%
Net investment loss (0.13%)
</TABLE>
+Ratios include fees paid indirectly.
*Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all 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>
III. INVESTMENT OBJECTIVE AND POLICIES
The Fund is managed in accordance with the "Investing for Value" investment
philosophy of Pioneering Management Corporation ("PMC"), the Fund's
investment adviser. This approach consists of developing a diversified
portfolio of securities consistent with the Fund's investment objective and
selected primarily on the basis of PMC's judgment that the securities have an
underlying value, or potential value, which exceeds their current prices. The
analysis and quantification of the economic worth, or basic value, of
individual companies reflects PMC's assessment of a company's assets and the
company's prospects for earnings growth over the next 1-1/2-to-3 years. PMC
relies primarily on the knowledge, experience and judgment of its own
research staff, but also receives and uses information from a variety of
outside sources, including brokerage firms, electronic data bases,
specialized research firms and technical journals.
The investment objective of the Fund is to seek capital appreciation by
investing in a diversified portfolio of securities consisting primarily of
common stocks.
In addition to common stocks, the Fund also invests in securities with
common stock characteristics, such as convertible bonds and preferred stocks.
While there is no requirement to do so, the Fund generally invests at least
80% of its assets in common stocks and limits investments in foreign
securities to no more than 25% of its assets. Any current income produced by
a security is not a primary factor in the selection of investments. The
Fund's portfolio often includes a number of securities which are owned by
other equity mutual funds managed by PMC. See "Investment Policies and
Restrictions" in the Statement of Additional Information for more
information.
The Fund's fundamental investment objective and the fundamental investment
restrictions set forth in the Statement of Additional Information may not be
changed without shareholder approval. Certain other investment policies and
strategies and restrictions on investment are noted throughout the Prospectus
and are set forth in the Statement of Additional Information. These
investment policies and strategies and restrictions may be changed at any
time by a vote of the Board of Trustees.
The Fund is substantially fully invested at all times. It is the policy of
the Fund not to engage in trading for short-term profits. Nevertheless,
changes in the portfolio will be made promptly when determined to be
advisable by reason of developments not foreseen at the time of the initial
investment decision, and usually without reference to the length of time a
security has been held. Accordingly, portfolio turnover rate is not
considered a limiting factor in the execution of investment decisions. See
"Financial Highlights" for the Fund's actual turnover rate. Short-term,
temporary investments do not normally represent more than 10% of the Fund's
assets. A short-term investment is considered to be an investment with a
maturity of one year or less from the date of issuance.
The Fund may enter into repurchase agreements, not to exceed seven days,
with broker-dealers and any member bank of the Federal Reserve System. The
Board of Trustees of the Trust will review and monitor the creditworthiness
of any institution which enters into a repurchase agreement with the Fund.
Such repurchase agreements will be fully collateralized with United States
("U.S.") Treasury and/or agency obligations with a market value of not less
than 100% of the obligations, valued daily. Collateral will be held by the
Fund's custodian in a segregated, safekeeping account for the benefit of the
Fund. In the event that a repurchase agreement is not fulfilled, the Fund
could suffer a loss to the extent that the value of the collateral falls
below the repurchase price.
The Fund may lend portfolio securities to member firms of the New York
Stock Exchange (the "Exchange"). As with other extensions of credit, there
are risks of delay in recovery or even loss of rights in the collateral
should the borrower of the securities fail financially. The Fund will lend
portfolio securities only to firms which have been approved in advance by the
Board of Trustees, which will monitor the creditworthiness of any such firms.
At no time will the value of the securities loaned exceed 30% of the value of
the Fund's total assets. These investment strategies are also described in
the Statement of Additional Information.
In pursuit of its objective, Fund may employ certain active investment
management techniques including forward foreign currency exchange contracts,
options and futures contracts on currencies, securities and securities
indices and options on such futures contracts. These techniques may be
employed in an attempt to hedge foreign currency and other risks associated
with the Fund's portfolio securities. The risks associated with the Fund's
transactions in options and futures, which are considered to be derivative
securities, may include some or all of the following: market risk, leverage
and volatility risk, correlation risk, credit risk and liquidity and
valuation risk. See the Appendix to this Prospectus and the Statement of
Additional Information for a description of these investment practices and
associated risks.
Risk Factors
The Fund may invest in securities issued by foreign companies. Investing in
securities of foreign companies involves certain considerations and risks
which are not typically associated with investing in securities of domestic
companies. Foreign companies are not subject to uniform accounting, auditing
and financial standards and requirements comparable to those applicable to
U.S. companies. There may also be less publicly available information about
foreign companies compared to reports and ratings published about U.S.
companies. In addition, foreign securities markets have substantially less
volume than domestic markets and securities of some foreign companies are
less liquid and more volatile than securities of comparable U.S. companies.
There may also be less government supervision and regulation of foreign
securities exchanges, brokers and listed companies than exists in the U.S.
Dividends or interest paid by foreign issuers may be subject to withholding
and other foreign taxes which will decrease the net return on such
investments as compared to dividends or interest paid to the Fund by domestic
companies. Finally, there may be the possibility of expropriations,
confiscatory taxation, political, economic or social instability or
diplomatic developments which could adversely affect assets of the Fund held
in foreign countries.
4
<PAGE>
The value of foreign securities may also be adversely affected by
fluctuations in the relative rates of exchange between the currencies of
different nations and by exchange control regulations. For example, the value
of a foreign security held by the Fund as measured in U.S. dollars will
decrease if the foreign currency in which the security is denominated
declines in value against the U.S. dollar. In such event, this will cause an
overall decline in the Fund's net asset value and may also reduce net
investment income and capital gains, if any, to be distributed in U.S.
dollars to shareholders of the Fund.
Although the Fund may invest in securities with any size capitalization,
it currently has substantial holdings in small capitalization ("cap")
companies. While small cap company securities may offer a greater capital
appreciation than investments in mid or large cap company securities, they
may also present greater risks. Small cap company securities tend to be more
sensitive to changes in earnings expectations and have lower trading volumes
than mid or large cap companies and, as a result, they may experience more
abrupt and erratic price movements. Portfolio holdings will, however, vary
over time.
IV. MANAGEMENT OF THE FUND
The Board of Trustees of the Trust has overall responsibility for management
and supervision of the Fund. 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 Fund 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 business and
professional background of each Trustee and executive officer of the Trust.
Investment advisory services are provided to the Fund by PMC pursuant to a
management contract between PMC and the Trust, on behalf of the Fund. PMC
serves as investment adviser to the Fund and is responsible for the overall
management of the Fund'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 publicly- traded Delaware corporation. Pioneer Funds
Distributor, Inc. ("PFD"), an indirect wholly-owned subsidiary of PGI, is the
principal underwriter of the Fund.
Each domestic equity portfolio managed by PMC, including this Fund, is
overseen by an Equity Committee, which consists of PMC's most senior equity
professionals, and a Portfolio Management Committee, which consists of PMC's
domestic equity portfolio managers. Both committees are chaired by Mr. David
Tripple, PMC's President and Chief Investment Officer and Executive Vice
President of each Pioneer mutual fund. Mr. Tripple Joined PMC in 1974 and has
had general responsibility for PMC's investment operations and specific
portfolio assignments for over five years.
Day-to-day management of the Fund's investments is the responsibility of
Warren J. Isabelle, Vice President of the Fund and Senior Vice President of
PMC. Mr. Isabelle joined PMC in 1984 and has managed the Fund since its
inception.
In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC's and 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 Fund and is authorized in its discretion to buy and sell
securities for the account of the Fund. PMC pays all the expenses, including
executive salaries and the rental of certain office space, related to its
services for the Fund, with the exception of the following which are to be
paid by the Fund: (a) charges and expenses for fund accounting, pricing and
appraisal services and related overhead, including, to the extent such
services are performed by personnel of PMC or its affiliates, office space
and facilities and personnel compensation, training and benefits; (b) the
charges and expenses of auditors; (c) the charges and expenses of any
custodian, transfer agent, plan agent, dividend disbursing agent and
registrar appointed by the Trust with respect to the Fund; (d) issue and
transfer taxes, chargeable to the Fund in connection with securities
transactions to which the Fund is a party; (e) insurance premiums, interest
charges, dues and fees for membership in trade associations, and all taxes
and corporate fees payable by the Fund to federal, state or other
governmental agencies; (f) fees and expenses involved in registering and
maintaining registrations of the Fund and/or its shares with the SEC,
individual states or blue sky securities agencies, territories and foreign
countries, including the preparation of Prospectuses and Statements of
Additional Information for filing with regulatory agencies; (g) all expenses
of shareholders' and Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (h) charges and expenses of legal
counsel to the Fund and the Trustees; (i) distribution fees paid by the Fund
in accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940
Act; (j) compensation of those Trustees of the Trust who are not affiliated
with or interested persons of PMC, the Trust (other than as Trustees), PGI or
PFD; (k) the cost of preparing and printing share certificates; and (l)
interest on borrowed money, if any. In addition to the expenses described
above, the Fund shall pay all brokers' and underwriting commissions
chargeable to the Fund in connection with securities transactions to which
the Fund is a party.
Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances in which two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides investment research or brokerage services or sells
shares of any Pioneer mutual fund. 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 0.65% per annum of the
Fund's average daily net assets up to $300 million, 0.60% of the next $200
5
<PAGE>
million, 0.50% of the next $500 million and 0.45% of the excess over $1
billion. The fee is normally computed daily and paid monthly.
During the fiscal year ended October 31, 1995, the Fund incurred expenses
of $10,456,739, including management fees paid or payable to PMC of
$4,584,004.
John F. Cogan, Jr., Chairman and President of the Trust, Chairman of PFD,
President and a Director of PGI and
Chairman and a Director of PMC, owned approximately
15% of the outstanding capital stock of PGI as of the date of
this Prospectus.
V. FUND SHARE ALTERNATIVES
The Fund continuously offers three Classes of shares designated as Class A,
Class B and Class C shares, as described more fully in "How to Buy Fund
Shares." If you do not specify in your instructions to the Fund which Class
of shares you wish to purchase, exchange or redeem, the Fund will assume that
your instructions apply to Class A shares.
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 Fund'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 Fund's average daily net assets attributable to Class B
shares. Your entire investment in Class B shares is available to work for you
from the time you make your investment, but the higher distribution fee paid
by Class B shares will cause your Class B shares (until conversion) to have a
higher expense ratio and to pay lower dividends, to the extent dividends are
paid, than Class A shares. Class B shares will automatically convert to Class
A shares, based on relative net asset value, eight years after the initial
purchase.
Class C Shares. Class C shares are sold without an initial sales charge,
but are subject to a 1% CDSC if they are redeemed within the first year after
purchase. Class C 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 or their representatives may receive different
compensation depending on which Class of shares they sell. Shares may be
exchanged only for shares of the same Class of another Pioneer mutual fund
and shares acquired in the exchange will continue to be subject to any CDSC
applicable to the shares of the Pioneer mutual fund originally purchased.
Shares sold outside the U.S. to persons who are not U.S. citizens may be
subject to different sales charges, CDSCs and dealer compensation
arrangements in accordance with local laws and business practices.
VI. SHARE PRICE
Shares of the Fund 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 Fund is determined by dividing the 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 Exchange is open, as of the close of regular trading on the
Exchange.
Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. Securities
quoted in foreign currencies are converted to U.S. dollars utilizing foreign
exchange rates employed by the Fund's independent pricing services.
Generally, trading in foreign securities is substantially completed each day
at various times prior to the close of the Exchange. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the Exchange. Occasionally, events
which affect the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of the Exchange
and will therefore not be reflected in the computation of the Fund's net
asset value. If events materially affecting the value of such securities
occur during such period, then these securities are valued at their fair
value as determined in good faith by the Trustees. All assets of the Fund for
which there is no other readily available valuation method are valued at
their fair value as determined in good faith by the Trustees.
VII. HOW TO BUY FUND SHARES
You may buy Fund shares 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
6
<PAGE>
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 (see "Automatic Investment Plans") is
established.
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 mutual fund account; it may not be used to establish a new account.
Proper account identification will be required for each telephone purchase. A
maximum of $25,000 per account may be purchased by telephone each day. The
telephone purchase privilege is available to Individual Retirement Accounts
("IRAs") but may not be available to other types of retirement plan accounts.
Call PSC for more information.
You are strongly urged to consult with your financial representative prior
to requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section
of your Account Application or an Account Options Form. PSC will
electronically debit the amount of each purchase from this predesignated bank
account. Telephone purchases may not be made for 30 days after the
establishment of your bank of record or any change to your bank information.
Telephone purchases will be priced at the net asset value plus any
applicable sales charge next determined after PSC's receipt of a telephone
purchase instruction and receipt of good funds (usually three days after the
purchase instruction). You may always elect to deliver purchases to PSC by
mail. See "Telephone Transactions 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:
<TABLE>
<CAPTION>
Sales Charge as a
% of Dealer
----------------- Allowance
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price
- ------------------------------- ------ ------- -----------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.50 4.71 4.00
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.50 2.56 2.00
$500,000 but less than
$1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below
</TABLE>
The schedule of sales charges above is applicable to purhases of Class A
shares of the Fund by (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 Fund
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, 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.
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
Fund 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 Fund 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
Fund's Class A shares through such dealer.
7
<PAGE>
Qualifying for a Reduced Sales Charge. Class A shares of the Fund may be
sold at a reduced or eliminated sales charge to certain group plans ("Group
Plans") under which a sponsoring organization makes recommendations to,
permits group solicitation of, or otherwise facilitates purchases by, its
employees, members or participants. Class A shares of the 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 a
Fund 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. Information about such arrangements is
available from PFD.
Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Fund 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 Fund. The
availability of this privilege is conditioned upon the receipt by PFD of
written notification of eligibility. Class A shares of the Fund may also be
sold at net asset value without a sales charge in connection with certain
reorganization, liquidation or acquisition transactions involving other
investment companies or personal holding companies.
Reduced sales charges for Class A shares are available through an
agreement to purchase a specified quantity of Fund 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.
Investors who are clients of a broker- dealer with a current sales agreement
with PFD may purchase Class A shares of the Fund at net asset value, without
a sales charge, to the extent that the purchase price is paid out of proceeds
from one or more redemptions by the investor of shares of certain other
mutual funds. In order for a purchase to qualify for this privilege, the
investor must document to the broker-dealer that the redemption occurred
within the 60 days immediately preceding the purchase of Class A shares; that
the client paid a sales charge on the original purchase of the shares
redeemed; and that the mutual fund whose shares were redeemed also offers net
asset value purchases to redeeming shareholders of any of the Pioneer mutual
funds. Further details may be obtained from PFD.
Class B Shares
You may buy Class B shares at 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 Fund will first redeem shares not subject to any CDSC, and then
shares held longest during the six-year period. As a result, you will pay the
lowest possible CDSC.
<TABLE>
<CAPTION>
Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC
- -------------------------- --------------------------------
<S> <C>
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none
</TABLE>
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund 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
8
<PAGE>
Revenue Service ("IRS"), which the Fund has obtained, or an opinion of
counsel that such conversions will not constitute taxable events for federal
tax purposes. There can be no assurance that such ruling will continue to be
in effect at the time any particular conversion would normally occur. The
conversion of Class B shares to Class A shares will not occur if such ruling
is no longer in effect and such an 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 Fund shares.
For the purpose of determining the time of any purchase, all payments
during a quarter will be aggregated and deemed to have been made on the first
day of that quarter. In processing redemptions of Class C shares, the Fund
will first redeem shares not subject to any CDSC, and then shares held for
the shortest period of time during the one-year period. As a result, you will
pay the lowest possible CDSC.
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund in connection with the sale of Class C shares, including the payment
of compensation to broker-dealers.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class
B shares may be waived or reduced for non-retirement accounts if: (a) the
redemption results from the death of all registered owners of an account (in
the case of UGMAs, UTMAs and trust accounts, waiver applies upon the death of
all beneficial owners) or a total and permanent disability (as defined in
Section 72 of the Code) of all registered owners occurring after the purchase
of the shares being redeemed or (b) the redemption is made in connection with
limited automatic redemptions as set forth in "Systematic Withdrawal Plans"
(limited in any year to 10% of the value of the account in the Fund at the
time the withdrawal plan is established).
The CDSC on Class B shares may be waived or reduced for retirement plan
accounts if: (a) the redemption results from the death or a total and
permanent disability (as defined in Section 72 of the Code) occurring after
the purchase of the shares being redeemed of a shareholder or participant in
an employer-sponsored retirement plan; (b) the distribution is to a
participant in an IRA, 403(b) or employer-sponsored retirement plan, is part
of a series of substantially equal payments made over the life expectancy of
the participant or the joint life expectancy of the participant and his or
her beneficiary or as scheduled periodic payments to a participant (limited
in any year to 10% of the value of the participant's account at the time the
distribution amount is established; a required minimum distribution due to
the participant's attainment of age 70-1/2 may exceed the 10% limit only if
the distribution amount is based on plan assets held by Pioneer); (c) the
distribution is from a 401(a) or 401(k) retirement plan and is a return of
excess employee deferrals or employee contributions or a qualifying hardship
distribution as defined by the Code or results from a termination of
employment (limited with respect to a termination to 10% per year of the
value of the plan's assets in the Fund as of the later of the prior December
31 or the date the account was established unless the plan's assets are being
rolled over to or reinvested in the same class of shares of a Pioneer mutual
fund subject to the CDSC of the shares originally held); (d) the distribution
is from an IRA, 403(b) or employer-sponsored retirement plan and is to be
rolled over to or reinvested in the same class of shares in a Pioneer mutual
fund and which will be subject to the applicable CDSC upon redemption; (e)
the distribution is in the form of a loan to a participant in a plan which
permits loans (each repayment of the loan will constitute a new sale which
will be subject to the applicable CDSC upon redemption); or (f) the
distribution is from a qualified defined contribution plan and represents a
participant's directed transfer (provided that this privilege has been
pre-authorized through a prior agreement with PFD regarding participant
directed transfers).
The CDSC on Class C shares and on any Class A shares subject to a CDSC may
be waived or reduced as follows: (a) for automatic redemptions as described
in "Systematic Withdrawal Plans" (limited to 10% of the value of the account
subject to the CDSC); (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 invest-
9
<PAGE>
ment management company; or (b) the redemption is made pursuant to the Fund's
right to liquidate or involuntarily redeem shares in a shareholder's account.
Broker-Dealers. An order for each Class of Fund shares received by PFD
from a broker-dealer prior to the close of regular trading on the Exchange is
confirmed at the price appropriate for that Class 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 Fund reserves the right in its sole discretion to withdraw
all or any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it has
been confirmed in writing by PFD and payment has been received.
VIII. HOW TO SELL FUND SHARES
You can arrange to sell (redeem) fund shares on any day the Exchange is open
by selling either some or all of your shares to the Fund.
You may sell your shares either through your broker-dealer or directly to
the Fund. Please note the following:
(bullet) If you are selling shares from a retirement account, you must
make your request in writing (except for exchanges to other Pioneer mutual
funds which can be requested by phone or in writing). Call 1-800-622-0176 for
more information.
(bullet) If you are selling shares from a non-retirement account, you may
use any of the methods described below.
Your shares will be sold at the share price next calculated 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 Fund reserves the right to withhold
payment of the sale proceeds until checks received by the Fund in payment for
the shares being sold have cleared, which may take up to 15 calendar days
from the purchase date.
In Writing. You may 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 Fund's name, your fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described
below. Unless instructed otherwise, PSC will send the proceeds of the sale to
the address of record. Fiduciaries or corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.
Written requests will not be processed until they are received in good
order and accepted by PSC. Good order means that there are no outstanding
claims or requests to hold redemptions on the account, certificates are
endorsed by the record owner(s) exactly as the shares are registered and the
signature(s) are guaranteed by an eligible guarantor. You should be able to
obtain a signature guarantee from a bank, broker, dealer, credit union (if
authorized under state law), securities exchange or association, clearing
agency or savings association. A notary public cannot provide a signature
guarantee. Signature guarantees are not accepted by facsimile ("fax"). For
additional information about the necessary documentation for redemption by
mail, please contact PSC at 1-800-225-6292.
By Telephone or by Fax. Your account is automatically authorized to have
the telephone redemption privilege unless you indicated otherwise on your
Account Application or by writing to PSC. Proper account identification will
be required for each telephone redemption. The telephone redemption option is
not available to retirement plan accounts. A maximum of $50,000 may be
redeemed by telephone or fax and the proceeds may be received by check or by
bank wire 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 Fund has authorized PFD to
act as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any
time. Your broker-dealer must receive your request 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 Fund in an account with a net asset value of less than the minimum
required amount due to redemptions or exchanges, the Fund may redeem the
shares held in this account at net asset value if you have not increased the
net asset value of the account to at least the minimum required
10
<PAGE>
amount within six months of notice by the Fund to you of the Fund'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 Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund to fairly
determine the value of the net assets of its portfolio; or the SEC, by order,
so permits.
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 FUND SHARES
Written Exchanges. You may exchange your shares by sending a letter of
instruction to PSC. Your letter should include your name, the name of the
Pioneer mutual fund out of which you wish to exchange and the name of the
Pioneer mutual fund into which you wish to exchange, your fund account
number(s), the Class of shares to be exchanged and the dollar amount or
number of shares to be exchanged. Written exchange requests must be signed by
all record owner(s) exactly as the shares are registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicated otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone exchange. Telephone exchanges may not exceed
$500,000 per account per day. Each voice-requested or FactFone(SM) telephone
exchange request 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 Fund 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.
Class A, Class B or Class C 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 shares acquired by
exchange will be measured from the date you acquired the original shares and
will not be affected by any subsequent exchange.
Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, 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
Pioneer mutual fund. Therefore, an exchange could result in a gain or loss on
the shares sold, depending on the tax basis of these shares and the timing of
the transaction, and special tax rules may apply.
You should consider the differences in objectives and policies of the
Pioneer mutual funds, as described in each fund's current prospectus, before
making any exchange. For the protection of the Fund's performance and
shareholders, the Fund and PFD reserve the right to refuse any exchange
request or restrict, at any time without notice, the number and/or frequency
of exchanges to prevent abuses of the exchange privilege. Such abuses may
arise from frequent trading in response to short- term market fluctuations, a
pattern of trading by an individual or group that appears to be an attempt to
"time the market," or any other exchange request which, in the view of
management, will have a detrimental effect on the Fund's portfolio management
strategy or its operations. In addition, the Fund and PFD reserve the right
to charge a fee for exchanges or to modify, limit, suspend or discontinue the
exchange privilege with notice to shareholders as required by law.
X. DISTRIBUTION PLANS
The Trust, on behalf of the Fund, has adopted a Plan of Distribution for
each Class of shares (the "Class A Plan," "Class B Plan," and "Class C Plan")
in accordance with Rule 12b-1 under the 1940 Act pursuant to which certain
distribution and service fees are paid.
Pursuant to the Class A Plan, the Fund reimburses PFD 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
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for which reimbursement is made are approved by the Fund's Board of Trustees.
As of the date of this Prospectus, the Board of Trustees has approved the
following categories of expenses for Class A shares of the Fund: (i) a
service fee to be paid to qualified broker-dealers in an amount not to exceed
0.25% per annum of the Fund'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 Fund's Class A
shares with no initial sales charge (See "How to Buy Fund 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 Fund pursuant to the Class A Plan are accrued daily
and may not exceed 0.25% of the Fund's average daily net assets attributable
to Class A shares. Distribution expenses of PFD are expected to substantially
exceed the distribution fees paid by the Fund in a given year. The Class A
Plan may not be amended to increase materially the annual percentage
limitation of average net assets which may be spent for the services
described therein without approval of the shareholders of the Fund.
Both the Class B Plan and the Class C Plan provide that the Fund will pay
a distribution fee at the annual rate of 0.75% of the Fund's average daily
net assets attributable to the applicable Class of shares and will pay PFD a
service fee at the annual rate of 0.25% of the Fund's average daily net
assets attributable to that Class of shares. The distribution fee is intended
to compensate PFD for its distribution services to the Fund. The service fee
is intended to be additional compensation for personal services and/or
account maintenance services with respect to Class B 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 therefore, PFD may retain
the service fee paid by the Fund with respect to such shares for the first
year after purchase. Dealers will become eligible for additional service fees
with respect to such shares commencing in the 13th month following the
purchase.
Commissions of up to 1% of the amount invested in Class C shares,
consisting of 0.75% of the amount invested and a first year's service fee of
0.25% of the amount invested, are paid to broker-dealers who have selling
agreements with PFD. PFD may advance to dealers the first year service fee at
a rate up to 0.25% of the purchase price of such shares and, as compensation
therefore, PFD may retain the service fee paid by the Fund with respect to
such shares for the first year after purchase. Commencing in the 13th month
following the purchase of Class C shares, dealers will become eligible for
additional annual distribution fees and services fees of up to 0.75% and
0.25%, respectively, of the purchase price with respect to 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 Fund has elected to be treated, has qualified, and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Code,
so that it will not pay federal income taxes on income and capital gains
distributed to shareholders at least annually.
Under the Code, the Fund will be subject to a nondeductible 4% federal
excise tax on a portion of its undistributed ordinary income and capital
gains if it fails to meet certain distribution requirements with respect to
each calendar year. The Fund intends to make distributions in a timely manner
and accordingly does not expect to be subject to the excise tax.
The Fund makes distributions to shareholders from its net long-term
capital gains, if any, annually, usually in the month of December. Income
dividends, and distributions from net short-term capital gains, if any, are
paid to shareholders quarterly, during the months of March, June, September
and December. Additional distributions from income and/or capital gains may
be made at such other times as may be necessary to avoid federal income or
excise tax. Dividends from the Fund's net investment income, net short-term
capital gains, and certain net foreign exchange gains are taxable as ordinary
income, and dividends from the Fund's net long-term capital gains are taxable
as long-term capital gains.
Unless shareholders specify otherwise, all distributions will be
automatically reinvested in additional full and fractional shares of the
Fund. 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 Fund. 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.
Distributions by the Fund of the dividend income it receives from U.S.
domestic corporations, if any, may qualify for the corporate
dividends-received deduction for corporate shareholders, subject to minimum
holding-period requirements and debt- financing restrictions under the Code.
The Fund anticipates that it will be subject to foreign withholding taxes
or other foreign taxes on income (possibly including capital gains) on
certain foreign investments, which will reduce the yield on or return from
those investments. The Fund does
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not expect to qualify to pass such taxes and any associated tax deductions or
credits through to its shareholders.
Dividends and other distributions and the proceeds of redemptions,
exchanges or repurchases of Fund shares paid to individuals and other
non-exempt payees will be subject to 31% backup withholding of federal income
tax if the Fund is not provided with the shareholder's correct taxpayer
identification number and certification that the number is correct and the
shareholder is not subject to backup withholding or if the Fund receives
notice from the IRS or a broker that such withholding applies. Please refer
to the Account Application for additional information.
The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or
U.S. corporations, partnerships, trusts 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 advisers regarding state, local and
other applicable tax laws.
XII. SHAREHOLDER SERVICES
PSC is the shareholder services and transfer agent for shares of the Fund.
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 Fund's portfolio securities and
other assets. 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 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 Fund
and might not be able to utilize some of the services available to
shareholders of record. Examples of services which might not be available are
investment or redemption of shares by mail, automatic reinvestment of
dividends and capital gains distributions, withdrawal plans, Letters of
Intention, Rights of Accumulation, telephone exchanges and redemptions, and
newsletters.
Additional Investments
You may add to your account by sending a check (minimum of $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 Fund at
the applicable offering price in effect as of the close of the Exchange on
the day of receipt.
Automatic Investment Plans
You may arrange for regular automatic investments of $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
to PSC. 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 Fund 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 Fund, at the applicable net asset value
per share, unless you indicate another option on the Account Application.
Two other options available are (a) dividends in cash and capital gains
distributions in additional shares; and (b) all dividends and capital gains
distributions in cash. These two options are not available, however, for
retirement plans or for an account with a net asset value of less than $500.
Changes in your distribution options may be made by written request to PSC.
Directed Dividends
You may elect (in writing) to have the dividends paid by one Pioneer fund
account invested in a second Pioneer fund account. The value of this second
account must be at least $1,000 ($500 for Pioneer Fund or Pioneer II).
Invested dividends may be in any amount, and there are no fees or charges for
this service. Retirement plan shareholders may only direct dividends to
accounts with identical registrations, i.e., PGI IRA Cust for John Smith may
only go into another account registered PGI IRA Cust for John Smith.
Direct Deposit
If you have elected to take distributions, whether dividends or dividends
and capital gains, in cash, or have established a Systematic Withdrawal Plan,
you may choose to have those cash payments deposited directly into your
savings, checking or NOW bank account. You may establish this service by
completing the appropriate section on the Account Application when opening a
new account or the Account Options Form for an existing account.
Voluntary Tax Withholding
You may request (in writing) that PSC withhold 28% of the dividends and
capital gains distributions paid from your account (before any reinvestment)
and forward the amount withheld to the
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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 indicate otherwise on your Account Application or by
writing to PSC. You may purchase, sell or exchange Fund shares by telephone.
For personal assistance, call 1-800-225-6292 between 8:00 a.m. and 9:00 p.m.
Eastern time on weekdays. Computer-assisted transactions are 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. See "Share
Price" for more information.
To confirm that each transaction instruction received by telephone is
genuine, the Fund will record each telephone transaction, require the caller
to provide the personal identification number ("PIN") for the account and
send you a written confirmation of each telephone transaction. Different
procedures may apply to accounts that are registered to non-U.S. citizens or
that are held in the name of an institution or in the name of an investment
broker-dealer or other third-party. If reasonable procedures, such as those
described above, are not followed, the Fund may be liable for any loss due to
unauthorized or fraudulent instructions. The Fund may implement other
procedures from time to time. In all other cases, neither the Fund, PSC or
PFD will be responsible for the authenticity of instructions received by
telephone; therefore, you bear the risk of loss for unauthorized or
fraudulent telephone transactions.
During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund
by telephone to institute a redemption or exchange. You should communicate
with the Fund in writing if you are unable to reach the Fund by telephone.
FactFone(SM)
FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer mutual fund shareholders by dialing 1-800-225-4321.
FactFone(SM) allows you to obtain current information on your Pioneer
accounts and to inquire about the prices and yields of all publicly available
Pioneer mutual funds. In addition, you may use FactFone(SM) to make computer-
assisted telephone purchases, exchanges and redemptions from your Pioneer
accounts if you have activated your PIN. Telephone purchases and redemptions
require the establishment of a bank account of record. You are strongly urged
to consult with your financial representative prior to requesting any
telephone transaction. Shareholders whose accounts are registered in the name
of a broker-dealer or other third party may not be able to use FactFone(SM).
See "How to Buy Fund Shares," "How to Exchange Fund Shares," "How to Sell
Fund Shares" and "Telephone Transactions and Related Liabilities." Call PSC
for assistance.
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 Fund. The Account Application accompanying this Prospectus
should not be used to establish any of these plans. Separate applications are
required.
Telecommunications Device for the Deaf (TDD)
If you have a hearing disability and you own TDD key-
board 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 checks of $50 or more will be sent to
you, or any person designated by you, monthly or quarterly, and your periodic
redemptions of shares 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 checks be paid to another person after you have opened
your account, a signature guarantee must accompany your instructions.
Purchases of Class A shares of the Fund 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 Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in
Class A shares of the Fund 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 Fund 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
reinvestment occurs. Subject to the provisions outlined under "How to
Exchange Fund Shares" above, you may also reinvest in Class A shares of other
Pioneer mutual funds; in this case you must meet the minimum investment
requirements 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 Fund. You may establish
the services described in this section when you open your account.
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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
The Fund is a diversified series of the Trust, an open-end management
investment company (commonly referred to as a mutual fund) organized as a
Massachusetts business trust on April 7, 1990. The Trust has authorized an
unlimited number of shares of beneficial interest. As an open-end management
investment company, the Trust 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
Fund Shares." The Trust is not required, and does not intend, to hold annual
shareholder meetings although special meetings may be called for the purpose
of electing or removing Trustees, changing fundamental investment
restrictions or approving a management contract.
The shares of the Trust are divided into three series: Pioneer
Equity-Income Fund, Pioneer Gold Shares and the Fund (collectively, the
"Funds"). The Trust reserves the right to create and issue additional series
of shares in addition to the three Funds currently available. The Trustees
have the authority, without further shareholder approval, to classify and
reclassify the shares of the Fund, 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 Fund. Each class has equal rights as to
voting, redemption, dividends and liquidation, except that each class bears
different distribution and transfer agent fees and may bear other expenses
properly attributable to the particular class. Class A, Class B and Class C
shareholders have exclusive voting rights with respect to the Rule 12b-1
distribution plans adopted by holders of those shares in connection with the
distribution of shares.
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. 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 average annual total return (for a designated period of time) on an
investment in the Fund may 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 and does not reflect the impact of federal
or state income taxes. In addition, for Class A shares the calculation
assumes the deduction of the maximum sales charge of 5.75%; 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.
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 Fund's existence and may or may not include the
impact of sales charges, taxes or other factors.
Other investments or savings vehicles and/or unmanaged market indexes,
indicators of economic activity or averages of mutual funds results may be
cited or compared with the investment results of the Fund. Rankings or
listings by magazines, newspapers or independent statistical or rating
services, such as Lipper Analytical Services, Inc., may also be referenced.
The Fund's investment results will vary from time to time depending on
market conditions, the composition of the Fund's portfolio and operating
expenses of the Fund. All quoted investment results are historical and should
not be considered representative of what an investment in the Fund may earn
in any future period. For further information about the calculation methods
and uses of the Fund's investment results, see the Statement of Additional
Information.
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APPENDIX
This Appendix provides a brief description of certain investment techniques
that the Fund may employ. For a more complete discussion of these and other
practices, see "Investment Objective and Policies" in this Prospectus and
"Investment Policies and Restrictions" in the Statement of Additional
Information.
Options on Securities Indices
The Fund may purchase put and call options on indices that are based on
securities in which it may invest to manage cash flow and to manage its
exposure to foreign and domestic stocks or stock markets instead of, or in
addition to, buying and selling stock. The Fund may also purchase options in
order to hedge against risks of market-wide price fluctuations.
The Fund may purchase put options in order to hedge against an anticipated
decline in securities prices that might adversely affect the value of the
Fund's portfolio securities. If the Fund purchases a put option on a
securities index, the amount of the payment it would receive upon exercising
the option would depend on the extent of any decline in the level of the
securities index below the exercise price. Such payments would tend to offset
a decline in the value of the Fund's portfolio securities. However, if the
level of the securities index increases and remains above the exercise price
while the put option is outstanding, the Fund will not be able to profitably
exercise the option and will lose the amount of the premium and any
transaction costs. Such loss may be partially offset by an increase in the
value of the Fund's portfolio securities.
The Fund may purchase call options on securities indices in order to
remain fully invested in a particular stock market or to lock in a favorable
price on securities that it intends to buy in the future. If the Fund
purchases a call option on a securities index, the amount of the payment it
receives upon exercising the option depends on the extent of an increase in
the level of the securities index above the exercise price. Such payments
would in effect allow the Fund to benefit from securities market appreciation
even though it may not have had sufficient cash to purchase the underlying
securities. Such payments may also offset increases in the price of
securities that the Fund intends to purchase. If, however, the level of the
securities index declines and remains below the exercise price while the call
option is outstanding, the Fund will not be able to exercise the option
profitably and will lose the amount of the premium and transaction costs.
Such loss may be partially offset by a reduction in the price the Fund pays
to buy additional securities for its portfolio.
The Fund may sell an option it has purchased or a similar option prior to
the expiration of the purchased option in order to close out its position in
an option which it has purchased. The Fund may also allow options to expire
unexercised, which would result in the loss of the premium paid.
Forward Foreign Currency Exchange Contracts and Options on Foreign Currencies
The Fund has the ability to hold a portion of its assets in foreign
currencies and to enter into forward foreign currency contracts to facilitate
settlement of foreign securities transactions or to protect against changes
in foreign currency exchange rates. The Fund might sell a foreign currency on
either a spot or forward basis to hedge against an anticipated decline in the
dollar value of securities in its portfolio or securities it intends or has
contracted to sell or to preserve the U.S dollar value of dividends, interest
or other amounts it expects to receive. Although this strategy could minimize
the risk of loss due to a decline in the value of the hedged foreign
currency, it could also limit any potential gain which might result from an
increase in the value of the currency. Alternatively, the Fund might purchase
a foreign currency or enter into a forward purchase contract for the currency
to preserve the U.S. dollar price of securities it is authorized to purchase
or has contracted to purchase.
If the Fund enters into a forward contract to buy foreign currency, the
Fund will be required to place cash or high grade liquid securities in a
segregated account of the Fund maintained by the Fund's custodian in an
amount equal to the value of the Fund's total assets committed to the
consummation of the forward contract.
The Fund may purchase put and call options on foreign currencies for the
purpose of protecting against declines in the dollar value of foreign
portfolio securities and against increases in the U.S. dollar cost of foreign
securities to be acquired. The purchase of an option on a foreign currency
may constitute an effective hedge against exchange rate fluctuations.
Futures Contracts and Options on Futures Contracts
To hedge against changes in securities prices, currency exchange rates or
interest rates, the Fund may purchase and sell various kinds of futures
contracts, and purchase and write call and put options on any of such futures
contracts. The Fund may also enter into closing purchase and sale
transactions with respect to any of such contracts and options. The futures
contracts may be based on various stock and other securities indices, foreign
currencies and other financial instruments and indices. The Fund will engage
in futures and related options transactions for bona fide hedging purposes
only. These transactions involve brokerage costs, require margin deposits
and, in the case of contracts and options obligating the Fund to purchase
currencies, require the Fund to segregate assets to cover such contracts and
options.
Limitations and Risks Associated with Transactions in Options, Futures
Contracts and Forward Foreign Currency Exchange Contracts
Transactions involving options on securities and securities indices, futures
contracts and options on futures and forward foreign currency exchange
contracts involve (1) liquidity risk that contractual positions cannot be
easily closed out in the event of market changes or generally in the absence
of a liquid secondary market, (2) correlation risk that changes in the value
of hedging positions may not match the securities market and foreign currency
fluctuations intended to be hedged and (3) market risk that an incorrect
prediction of securities prices or exchange rates by the Fund's investment
adviser may cause the Fund to perform less favorably than if such
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positions had not been entered. The Fund will purchase and sell options that
are traded only in a regulated market which is open to the public. Options,
futures contracts and forward foreign currency exchange contracts are highly
specialized activities which involve investment techniques and risks that are
different from those associated with ordinary portfolio transactions. The
Fund may not enter into futures contracts and options on futures contracts
for speculative purposes. The percent of the Fund's assets that may be
subject to futures contracts and options on such contracts entered into for
bona fide hedging purposes or in forward foreign currency exchange contracts
is 100%. The loss that may be incurred by the Fund in entering into future
contracts and written options thereon and forward foreign currency exchange
contracts is potentially unlimited. The Fund may not invest more than 5% of
its total assets in financial instruments that are used for non-hedging
purposes and which have a leverage effect.
The Fund's transactions in options, forward foreign currency exchange
contracts, futures contracts and options on futures contracts may be limited
by the requirements for qualification of the Fund as a regulated investment
company for tax purposes. See "Tax Status" in the Statement of Additional
Information.
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Notes
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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 Funds
Pioneer U.S. Government Money Fund
Pioneer Cash Reserves Fund
*Not suitable for retirement accounts
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[Pioneer logo]
Pioneer Capital
Growth Fund
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
WARREN J. ISABELLE, 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, 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
0296-3183
(C)Pioneer Funds Distributor, Inc.
<PAGE>
PIONEER EQUITY-INCOME FUND
Class A, Class B and Class C Shares
Cross-Reference Sheet Showing Location in Prospectus and
Statement of Additional Information of Information Required by
Items of the Registration Form
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
1. Cover Page Prospectus - Cover Page
2. Synopsis Prospectus - Expense
Information
3. Condensed Financial
Information Prospectus - Financial
Highlights
4. General Description of
Registrant Prospectus - Investment
Objective and Policies;
Management of the Fund; The
Trust
5. Management of the Fund Prospectus - Management of the
Fund
6. Capital Stock and Other
Securities Prospectus - Investment
Objective and Policies;
Dividends, Distributions and
Taxation; The Trust
7. Purchase of Securities
Being Offered Prospectus - Distribution
Plans; Fund Share
Alternatives; Share Price; How
to Buy Fund Shares;
Shareholder Services
8. Redemption or Repurchase Prospectus - Fund Share
Alternatives; How to Sell Fund
Shares; Shareholder Services
9. Pending Legal Proceedings Not Applicable
<PAGE>
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 Funds; Investment Adviser
15. Control Persons and Principle
Holders of Securities Statement of Additional
Information - Management of
the Funds
16. Investment Advisory and Other
Services Statement of Additional
Information - Management of
the Funds; Investment Adviser;
Shareholder Servicing/Transfer
Agent; Underwriting Agreement
and Distribution Plans;
Custodian; Independent Public
Accountants
17. Brokerage Allocation and
Other Practices Statement of Additional
Information - Portfolio
Transactions
18. Capital Stock and Other
Securities Statement of Additional
Information - Description of
Shares; Certain Liabilities
-2-
<PAGE>
19. Purchase, Redemption and
Pricing of Securities
Being Offered Statement of Additional
Information - Determination of
Net Asset Value; Letter of
Intention; Systematic
Withdrawal Plan
20. Tax Status Statement of Additional
Information - Tax Status and
Dividends
21. Underwriters Statement of Additional
Information - Principal
Underwriter
22. Calculation of Performance
Data Statement of Additional
Information - Investment
Results
23. Financial Statements Statement of Additional
Information - Financial
Statements
-3-
<PAGE>
Pioneer
Equity-Income
Fund
Class A, Class B and Class C Shares
Prospectus
February 23, 1996
Pioneer Equity-Income Fund (the "Fund") seeks current income and long-term
growth of capital from a portfolio primarily composed of income-producing
equity securities of United States ("U.S.") corporations. The Fund seeks to
produce a current dividend yield which exceeds the published composite yield
of the securities comprising the Standard & Poor's Index of 500 common
stocks. There is no assurance that the Fund will achieve its investment
objective. The Fund is one of three series of Pioneer Growth Trust (the
"Trust").
Fund returns and share prices fluctuate and the value of your account,
upon redemption, may be more or less than the value of your original
investment. Shares in the Fund are not deposits or obligations of, or
guaranteed or endorsed by, any bank or other depository institution, and the
shares are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other government agency.
This Prospectus (Part A of the Registration Statement) provides
information about the Fund that you should know before investing. Please read
and retain it for your future reference. More information about the Fund is
included in Part B, the Statement of Additional Information, also dated
February 23, 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.
Additional information about the Trust has been filed with the Securities and
Exchange Commission (the "SEC") and is available upon request and without
charge.
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- -------- ------------------------------------------------- -------
<S> <C> <C>
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 3
III. INVESTMENT OBJECTIVE AND POLICIES 4
IV. MANAGEMENT OF THE FUND 4
V FUND SHARE ALTERNATIVES 5
VI. SHARE PRICE 6
VII. HOW TO BUY FUND SHARES 6
VIII. HOW TO SELL FUND SHARES 9
IX. HOW TO EXCHANGE FUND SHARES 11
X. DISTRIBUTION PLANS 12
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 12
XII. SHAREHOLDER SERVICES 12
Account and Confirmation Statements 12
Additional Investments 12
Automatic Investment Plans 13
Financial Reports and Tax Information 13
Distribution Options 13
Directed Dividends 13
Direct Deposit 13
Voluntary Tax Withholding 13
Telephone Transactions and Related Liabilities 13
FactFone(SM) 13
Retirement Plans 13
Telecommunications Device for the Deaf (TDD) 14
Systematic Withdrawal Plans 14
Reinstatement Privilege (Class A Shares Only) 14
XIII. THE TRUST 14
XIV. INVESTMENT RESULTS 14
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses that
you, as a shareholder, will bear directly or indirectly when you invest in
the Fund. The table reflects estimated annual operating expenses based on
actual expenses incurred for the fiscal year ended October 31, 1995. For
Class C shares, operating expenses are based on estimated expenses that would
have been incurred if C shares had been outstanding for the entire fiscal
year ended October 31, 1995.
<TABLE>
<CAPTION>
Class A Class B Class C+
-------- -------- -----------
<S> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Initial Sales Charge on
Purchases (as a percentage of
offering price) 5.75%(1) None None
Maximum Sales Charge on Reinvestment
of Dividends None None None
Maximum Deferred Sales Charge(1) 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 Fees 0.65% 0.65% 0.65%
12b-1 Fees 0.23% 1.00% 1.00%
Other Expenses (including
accounting and transfer agent
fees, custodian fees and printing
expenses) 0.39% 0.33% 0.33%
------ ------ ---------
Total Operating Expenses: 1.27% 1.98% 1.98%
====== ====== =========
</TABLE>
+Class C shares were first offered on January 31, 1996.
(1) Purchases of $1,000,000 or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject to
a contingent deferred sales charge. See "How to Sell Fund Shares."
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and
international wire transfers of redemption proceeds.
Example:
You would pay the following dollar amounts on a $1,000 investment in the
Fund, assuming a 5% annual return and redemption at the end of each of the
time periods:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- ---------
<S> <C> <C> <C> <C>
Class A Shares $70 $95 $123 $202
Class B Shares
--Assuming complete
redemption at end of period $60 $92 $127 $212
--Assuming no redemption $20 $62 $107 $212
Class C Shares**
--Assuming complete
redemption at end of period $30 $62 $107 $231
--Assuming no redemption $20 $62 $107 $231
</TABLE>
* Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.
** Class C shares redeemed during the first year after purchase are subject
to a contingent deferred sales charge ("CDSC").
The example above assumes the reinvestment of all dividends and
distributions and that the percentage amounts listed under "Annual Operating
Expenses" remain the same each year.
The example is designed for information purposes only, and should not be
considered a representation of future expenses or return. Actual Fund
expenses and return will vary from year to year and may be higher or lower
than those shown.
For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, including information regarding the basis upon which
management fees and 12b-1 fees are paid, see "Management of the Fund,"
"Distribution Plans" and "How To Buy Fund Shares" in this Prospectus and
"Management of the Funds" and "Underwriting Agreement and Distribution Plans"
in the Statement of Additional Information. The Fund's imposition of a Rule
12b-1 fee may result in long-term shareholders indirectly paying more than
the economic equivalent of the maximum sales charge permitted under the Rules
of Fair Practice of the National Association of Securities Dealers, Inc.
("NASD").
The maximum initial sales charge is reduced on purchases of specified
larger amounts of Class A shares 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 Fund Shares." No sales charge is
applied to exchanges of shares of the Fund for shares of other publicly
available Pioneer mutual funds. See "How to Exchange Fund Shares."
2
<PAGE>
II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements of the
Fund which have been audited by Arthur Andersen LLP, independent public
accountants, in connection with their audit of the Fund's financial
statements. Arthur Andersen LLP's report on the Fund's financial statements
as of October 31, 1995 appears in the Fund's Annual Report which is
incorporated by reference into the Statement of Additional Information. Class
C shares are a new class of shares; no financial highlights exist for Class C
shares. The information listed below should be read in conjunction with the
financial statements contained in the Annual Report. The Annual Report
includes more information about the Fund's performance and is available free
of charge by calling Shareholder Services at 1-800-225-6292.
PIONEER EQUITY-INCOME FUND
Financial Highlights for Each Class A Share Outstanding Throughout Each
Period:
<TABLE>
<CAPTION>
7/25/90
(Commencement
Year Ended of Operations)
--------------------------------------------------------------------
October 31, October 31, October 31, October 31, October 31, to
1995 1994 1993 1992 1991 10/31/90
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 16.16 $ 16.92 $ 14.56 $ 13.25 $ 10.35 $ 12.50
--------- --------- --------- --------- --------- ------------
Increase (decrease)
from investment
operations:
Net investment income
(loss) $ 0.54 $ 0.55 $ 0.50 $ 0.52 $ 0.61 $ 0.22
Net realized and
unrealized gain
(loss) on
investments 2.45 (0.54) 2.46 1.57 2.94 (2.24)
--------- --------- --------- --------- --------- ------------
Total increase
(decrease) from
investment
operations $ 2.99 $ 0.01 $ 2.96 $ 2.09 $ 3.55 $ (2.02)
Distribution to
shareholders from:
Net investment income (0.53) (0.54) (0.50) (0.56) (0.65) (0.13)
Net realized capital
gains (0.40) (0.23) (0.10) (0.22) -- --
Net increase
(decrease) in net
asset value $ 2.06 $ (0.76) $ 2.36 $ 1.31 $ 2.90 $ (2.15)
Net asset value, end
of period $ 18.22 $ 16.16 $ 16.92 $ 14.56 $ 13.25 $ 10.35
Total return* 19.51% 0.09% 20.71% 16.53% 35.10% (13.40%)**
Ratio of net operating
expenses to average
net assets 1.29%+ 1.24% 1.33% 1.73% 1.75% 1.75%**
Ratio of net
investment income to
average net assets 3.26%+ 3.43% 3.20% 4.01% 5.54% 8.44%**
Portfolio turnover
rate 13.10% 26.67% 13.57% 18.13% 54.37% 3.83%**
Net assets, end of
period (in
thousands) $249,981 $175,943 $143,025 $39,269 $10,616 $ 3,212
Ratios assuming no fee
reductions or
expenses by
Pioneering
Management
Corporation for the
periods impacted
are:
Net operating
expenses -- -- -- 1.77% 2.92% 6.62%**
Net investment
income -- -- -- 3.97% 4.37% 3.57%**
Ratios assuming
reduction for fees
paid indirectly:
Net operating
expenses 1.27%
Net investment
income 3.28%
</TABLE>
Financial Highlights for Each Class B Share Outstanding Throughout Each Period:
<TABLE>
<CAPTION>
April 4, 1994
to
October 31, October 31,
1995 1994
------------- ---------------
<S> <C> <C>
Net asset value, beginning of period $ 16.14 $ 15.46
----------- -------------
Income from investment operations:
Net investment income $ 0.45 $ 0.21
Net realized and unrealized gain on investments 2.41 0.71
----------- -------------
Total income from investment operations $ 2.86 $ 0.92
Distribution to shareholders:
From net investment income (0.45) (0.21)
In excess of net investment income -- (0.03)
-------------
From net realized gain (0.40) --
----------- -------------
Net increase in net asset value $ 2.01 $ 0.68
----------- -------------
Net asset value, end of period $ 18.15 $ 16.14
=========== =============
Total return* 18.64% 5.93%**
Ratio of net operating expenses to average net assets** 2.02%+ 1.92%
Ratio of net investment income to average net assets** 2.35%+ 2.35%
Portfolio turnover rate 13.10% 26.67%
Net assets, end of period (in thousands) $60,433 $12,663
Ratios assuming reduction for fees paid indirectly:
Net operating expenses 1.98%
Net investment income 2.39%
</TABLE>
+Ratios include fees paid indirectly
*Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all 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>
III. INVESTMENT OBJECTIVE AND POLICIES
The Fund is managed in accordance with the "Investing for Value" investment
philosophy of Pioneering Management Corporation ("PMC"), the Fund's
investment adviser. This approach consists of developing a diversified
portfolio of securities consistent with the Fund's investment objective and
selected primarily on the basis of PMC's judgment that the securities have an
underlying value, or potential value, which exceeds their current prices. The
analysis and quantification of the economic worth, or basic value, of
individual companies reflects PMC's assessment of a company's assets and the
company's prospects for earnings growth over the next three-to-five years.
PMC relies primarily on the knowledge, experience and judgment of its own
research staff, but also receives and uses information from a variety of
outside sources, including brokerage firms, electronic data bases,
specialized research firms and technical journals.
The investment objective of the Fund is to seek current income and
long-term growth of capital from a portfolio primarily composed of
income-producing equity securities of U.S. corporations. The Fund seeks to
produce a current dividend yield which exceeds the published composite yield
of the securities comprising the Standard & Poor's Index of 500 common stocks
(the "S&P 500 Index").
Under normal circumstances, the Fund will invest at least 80% of its
assets in income-producing equity securities (i.e., common or preferred
stocks). The remainder of the portfolio may be invested in debt obligations,
most of which are expected to be securities convertible into common stock. A
convertible security is a long-term debt obligation of the issuer convertible
at a stated exchange rate into common stock of the issuer. As with all debt
securities, the market value of convertible securities tends to decline as
interest rates increase and, conversely, to increase as interest rates
decline. Convertible securities rank senior to common stocks in an issuer's
capital structure and are consequently of higher quality and entail less risk
than the issuer's common stock. No more than 5% of the Fund's assets may be
invested in debt securities, including convertible securities, rated below
"BBB" by Standard & Poor's Ratings Group. Debt securities rated less than
"BBB" are high yield, high risk securities, have speculative characteristics
and changes in economic conditions or other circumstances are more likely to
lead to a weakened capacity to make principal and interest payments. If the
rating of a debt security is reduced below investment grade ("BBB" or
higher), management will consider whatever action is appropriate, consistent
with the Fund's investment objective and policies. See the Statement of
Additional Information for a discussion of rating categories.
The Fund's fundamental investment objective and the fundamental investment
restrictions set forth in the Statement of Additional Information may not be
changed without shareholder approval. Certain other investment policies and
strategies and restrictions on investment are noted throughout the Prospectus
and are set forth in the Statement of Additional Information. These
investment policies and strategies and restrictions may be changed at any
time by a vote of the Board of Trustees.
Management avoids market-timing or speculating on broad market
fluctuations. Therefore, the Fund is substantially fully invested at all
times. It is the policy of the Fund not to engage in trading for short-term
profits and the Fund does not expect that its portfolio turnover rate will
exceed 100% in the coming year. Nevertheless, changes in the portfolio will
be made promptly when determined to be advisable by reason of developments
not foreseen at the time of the initial investment decision, and usually
without reference to the length of time a security has been held.
Accordingly, portfolio turnover rate will not be considered a limiting factor
in the execution of investment decisions. See "Financial Highlights" for the
Fund's actual turnover rate. Short-term, temporary investments will not
normally represent more than 10% of the Fund's assets. A short-term
investment is considered to be an investment with a maturity of one year or
less from the date of issuance.
The Fund may enter into repurchase agreements, not to exceed seven days,
with broker-dealers and any member bank of the Federal Reserve System. The
Board of Trustees will review and monitor the creditworthiness of any
institution which enters into a repurchase agreement with the Fund. Such
repurchase agreements will be fully collateralized with U.S. Treasury and/or
agency obligations with a market value of not less than 100% of the
obligations, valued daily. Collateral will be held by the Fund's custodian in
a segregated, safekeeping account for the benefit of the Fund. In the event
that a repurchase agreement is not fulfilled, the Fund could suffer a loss to
the extent that the value of the collateral falls below the repurchase price.
The Fund may lend portfolio securities to member firms of the New York
Stock Exchange (the "Exchange"). As with other extensions of credit, there
are risks of delay in recovery or even loss of rights in the collateral
should the borrower of the securities fail financially. The Fund will lend
portfolio securities only to firms which have been approved in advance by the
Board of Trustees, which will monitor the creditworthiness of any such firms.
At no time will the value of the securities loaned exceed 30% of the value of
the Fund's total assets. These investment strategies are also described in
the Statement of Additional Information.
IV. MANAGEMENT OF THE FUND
The Board of Trustees of the Trust has overall responsibility for management
and supervision of the Fund. 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 Fund 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 business and
professional background of each Trustee and executive officer of the Trust.
Investment advisory services are provided to the Fund by PMC pursuant to a
management contract between PMC and the Trust, on behalf of the Fund. PMC
serves as investment adviser to the Fund and is responsible for the overall
manage-
4
<PAGE>
ment of the Fund'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 publicly- traded Delaware corporation. Pioneer Funds
Distributor, Inc. ("PFD"), an indirect wholly-owned subsidiary of PGI, is the
principal underwriter of the Fund.
Each domestic equity portfolio managed by PMC, including this Fund, is
overseen by an Equity Committee, which consists of PMC's most senior equity
professionals, and a Portfolio Management Committee, which consists of PMC's
domestic equity portfolio managers. Both committees are chaired by Mr. David
Tripple, PMC's President and Chief Investment Officer and Executive Vice
President of each Pioneer mutual fund. Mr. Tripple joined PMC in 1974 and has
had general responsibility for PMC's investment operations and specific
portfolio assignments for over five years.
Day-to-day management of the Fund's investments is the responsibility of
John A. Carey, Vice President of the Fund and of PMC, since May 1992. Mr.
Carey joined PMC in 1979.
In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC's and 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 Fund and is authorized in its discretion to buy and sell
securities for the account of the Fund. PMC pays all the expenses, including
executive salaries and the rental of certain office space, related to its
services for the Fund, with the exception of the following which are to be
paid by the Fund: (a) charges and expenses for fund accounting, pricing and
appraisal services and related overhead, including, to the extent such
services are performed by personnel of PMC or its affiliates, office space
and facilities and personnel compensation, training and benefits; (b) the
charges and expenses of auditors; (c) the charges and expenses of any
custodian, transfer agent, plan agent, dividend disbursing agent and
registrar appointed by the Trust with respect to the Fund; (d) issue and
transfer taxes, chargeable to the Fund in connection with securities
transactions to which the Fund is a party; (e) insurance premiums, interest
charges, dues and fees for membership in trade associations, and all taxes
and corporate fees payable by the Fund to federal, state or other
governmental agencies; (f) fees and expenses involved in registering and
maintaining registrations of the Fund and/or its shares with the SEC,
individual states or blue sky securities agencies, territories and foreign
countries, including the preparation of Prospectuses and Statements of
Additional Information for filing with the 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 Fund and the Trustees; (i) distribution fees paid by the Fund
in accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940
Act; (j) compensation of those Trustees of the Trust who are not affiliated
with or interested persons of PMC, the Trust (other than as Trustees), PGI or
PFD; (k) the cost of preparing and printing share certificates; and (l)
interest on borrowed money, if any.
In addition to the expenses described above, the Fund shall pay all
brokers' and underwriting commissions chargeable to the Fund in connection
with securities transactions to which the Fund is a party.
Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances in which two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides investment research or brokerage services or sells
shares of any Pioneer mutual fund. 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 0.65% per annum of the
Fund's average daily net assets up to $300 million, 0.60% of the next $200
million, 0.50% of the next $500 million and 0.45% of the excess over $1
billion. The fee is normally computed daily and paid monthly.
During the fiscal year ended October 31, 1995, the Fund incurred expenses
of $3,331,811 including management fees paid or payable to PMC of $1,559,459.
John F. Cogan, Jr., Chairman and President of the Trust, Chairman of PFD,
President and a Director of PGI and Chairman and a Director of PMC, owned
approximately 15% of the outstanding capital stock of PGI as of the date of
this Prospectus.
V. FUND SHARE ALTERNATIVES
The Fund continuously offers three Classes of shares designated as Class A,
Class B and Class C shares, as described more fully in "How to Buy Fund
Shares." If you do not specify in your instructions to the Fund which Class
of shares you wish to purchase, exchange or redeem, the Fund will assume that
your instructions apply to Class A shares.
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 Fund'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 Fund's average daily net assets attributable to Class B
shares. Your entire investment in Class B shares is available to work for you
from the time you make your investment, but the higher distribution fee paid
by Class
5
<PAGE>
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 Fund's average daily net assets
attributable to Class C shares. Your entire investment in Class C shares is
available to work for you from the time you make your investment, but the
higher distribution fee paid by Class C shares will cause your Class C shares
to have a higher expense ratio and to pay lower dividends, to the extent
dividends are paid, than Class A shares. Class C shares have no conversion
feature.
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 or their representatives may receive different
compensation depending on which Class of shares they sell. Shares may be
exchanged only for shares of the same Class of another Pioneer mutual fund
and shares acquired in the exchange will continue to be subject to any CDSC
applicable to the shares of the Pioneer mutual fund originally purchased.
Shares sold outside the U.S. to persons who are not U.S. citizens may be
subject to different sales charges, CDSCs and dealer compensation
arrangements in accordance with local laws and business practices.
VI. SHARE PRICE
Shares of the Fund 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 Fund is determined by dividing the 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 Exchange is open, as of the close of regular trading on the
Exchange.
Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. All assets of
the Fund for which there is no other readily available valuation method are
valued at their fair value as determined in good faith by the Trustees.
VII. HOW TO BUY FUND SHARES
You may buy Fund shares 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 (see "Automatic Investment Plans") is
established.
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 mutual fund account; it may not be used to establish a new account.
Proper account identification will be required for each telephone purchase. A
maximum of $25,000 per account may be purchased by telephone each day. The
telephone purchase privilege is available to Individual Retirement Accounts
("IRAs") but may not be available to other types of retirement plan accounts.
Call PSC for more information.
You are strongly urged to consult with your financial representative prior
to requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section
of your Account Application or an Account Options Form. PSC will
electronically debit the amount of each purchase from this pre-designated
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:
6
<PAGE>
<TABLE>
<CAPTION>
Sales Charge as a Dealer
% of Allowance
-----------------
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price
---------------------------- ------ ------- -----------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than
$100,000 4.50 4.71 4.00
$100,000 but less than
$250,000 3.50 3.63 3.00
$250,000 but less than
$500,000 2.50 2.56 2.00
$500,000 but less than
$1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below
</TABLE>
No sales charge is payable at the time of purchase on investments of
$1,000,000 or more or for participants in certain group plans (described
below) subject to a CDSC of 1% which may be imposed in the event of a
redemption of Class A shares within 12 months of purchase. See "How to Sell
Fund 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 Fund 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
Fund's Class A shares through such dealer.
The schedule of sales charges above is applicable to purchases of Class A
shares of the Fund by (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 Fund
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, 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 Fund may be
sold at a reduced or eliminated sales charge to certain group plans ("Group
Plans") under which a sponsoring organization makes recommendations to,
permits group solicitation of, or otherwise facilitates purchases by, its
employees, members or participants. Class A shares of the 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 a
Fund 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 company providers to
Program participants and (iv) the Program provides for a matching
contribution for each participant contribution. Information about such
arrangements is available from PFD.
Class A shares of the Fund may also be sold at net asset value per share
without a sales charge to: (a) current or former Trustees and officers of the
Fund 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 sub-adviser 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 Fund. The
availability of this privilege is conditioned upon the receipt by PFD of
written notification of eligibility. Class A shares of the Fund may also be
sold at net asset value without a sales charge in connection with certain
reorganization, liquidation or acquisition transactions involving other
investment companies or personal holding companies.
Reduced sales charges for Class A shares are available through an
agreement to purchase a specified quantity of Fund 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.
Investors who are clients of a broker- dealer with a current sales agreement
with PFD may purchase shares of the Fund at net asset value, without a sales
charge, to the extent that the purchase price is paid out of proceeds from
one or more redemptions by the investor of shares of certain other mutual
funds. In order for a purchase to qualify for this privilege, the investor
must document to the broker-dealer that the redemption occurred within the 60
7
<PAGE>
days immediately preceding the purchase of shares; that the client paid a
sales charge on the original purchase of the shares redeemed; and that the
mutual fund whose shares were redeemed also offers net asset value purchases
to redeeming shareholders of any of the Pioneer mutual funds. Further details
may be obtained from PFD.
Class B Shares
You may buy Class B shares at 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 Fund will first redeem shares not subject to any CDSC, and then
shares held longest during the six-year period. As a result, you will pay the
lowest possible CDSC.
<TABLE>
<CAPTION>
Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC
- ------------------------- --------------------------------
<S> <C>
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none
</TABLE>
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund 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"), which the
Fund has obtained, or an opinion of counsel that such conversions will not
constitute taxable events for federal tax purposes. There can be no assurance
that such ruling will continue to be in effect at the time any particular
conversion would normally occur. The conversion of Class B shares to Class A
shares will not occur if such ruling is no longer in effect and such an
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 Fund shares.
For the purpose of determining the time of any purchase, all payments
during a quarter will be aggregated and deemed to have been made on the first
day of that quarter. In processing redemptions of Class C shares, the Fund
will first redeem shares not subject to any CDSC, and then shares held for
the shortest period of time during the one-year period. As a result, you will
pay the lowest possible CDSC.
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund in connection with the sale of Class C shares, including the payment
of compensation to broker-dealers.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class
B shares may be waived or reduced for non-retirement accounts if: (a) the
redemption results from the death of all registered owners of an account (in
the case of UGMAs, UTMAs and trust accounts, waiver applies upon the death of
all beneficial owners) or a total and permanent disability (as defined in
Section 72 of the Code) of all registered owners occurring after the purchase
of the shares being redeemed or (b) the redemption is made in connection with
limited automatic redemptions as set forth in "Systematic Withdrawal Plans"
(limited in any year to 10% of the value of the account in the Fund at the
time the withdrawal plan is established).
The CDSC on Class B shares may be waived or reduced for retirement plan
accounts if: (a) the redemption results from the death or a total and
permanent disability (as defined in Section 72 of the Code) occurring after
the purchase of the shares being redeemed of a shareholder or participant in
an employer- sponsored retirement plan; (b) the distribution is to a
participant in an IRA, 403(b) or employer-sponsored retirement plan, is part
of a series of substantially equal payments made over the life expectancy of
the participant or the joint life expectancy of the participant and his or
her beneficiary or as scheduled periodic payments to a participant (limited
in any year to 10% of the value of the participant's account at the time the
distribution amount is established; a required minimum distribution due to
the participant's attainment of age 70-1/2 may exceed the 10% limit only if
the distribution amount is based on plan assets
8
<PAGE>
held by Pioneer); (c) the distribution is from a 401(a) or 401(k) retirement
plan and is a return of excess employee deferrals or employee contributions
or a qualifying hardship distribution as defined by the Code or results from
a termination of employment (limited with respect to a termination to 10% per
year of the value of the plan's assets in the Fund as of the later of the
prior December 31 or the date the account was established unless the plan's
assets are being rolled over to or reinvested in the same class of shares of
a Pioneer mutual fund subject to the CDSC of the shares originally held); (d)
the distribution is from an IRA, 403(b) or employer-sponsored retirement plan
and is to be rolled over to or reinvested in the same class of shares in a
Pioneer mutual fund and which will be subject to the applicable CDSC upon
redemption; (e) the distribution is in the form of a loan to a participant in
a plan which permits loans (each repayment of the loan will constitute a new
sale which will be subject to the applicable CDSC upon redemption); or (f)
the distribution is from a qualified defined contribution plan and represents
a participant's directed transfer (provided that this privilege has been
pre-authorized through a prior agreement with PFD regarding participant
directed transfers).
The CDSC on Class 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
subject to the CDSC); (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 Fund's right to liquidate or
involuntarily redeem shares in a shareholder's account.
Broker-Dealers. An order for each Class of Fund shares received by PFD
from a broker-dealer prior to the close of regular trading on the Exchange is
confirmed at the price appropriate for that Class 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 Fund reserves the right in its sole discretion to withdraw
all or any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it has
been confirmed in writing by PFD and payment has been received.
VIII. HOW TO SELL FUND SHARES
You can arrange to sell (redeem) Fund shares on any day the Exchange is open
by selling either some or all of your shares to the Fund.
You may sell your shares either through your broker-dealer or directly to
the Fund. Please note the following:
(bullet) If you are selling shares from a retirement account, you must
make your request in writing (except for exchanges to other Pioneer mutual
funds which can be requested by phone or in writing). Call 1-800-622-0176 for
more information.
(bullet) If you are selling shares from a non-retirement account, you may
use any of the methods described below.
Your shares will be sold at the share price next calculated 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 Fund reserves the right to withhold
payment of the sale proceeds until checks received by the Fund in payment for
the shares being sold have cleared, which may take up to 15 calendar days
from the purchase date.
In Writing. You may 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 Fund's name, your fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described
below. Unless instructed otherwise, PSC will send the proceeds of the sale to
the address of record. Fiduciaries or corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.
Written requests will not be processed until they are received in good
order and accepted by PSC. Good order means that there are no outstanding
claims or requests to
9
<PAGE>
hold redemptions on the account, certificates are endorsed by the record
owner(s) exactly as the shares are registered and the signature(s) are
guaranteed by an eligible guarantor. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union (if authorized under
state law), securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee. Signature
guarantees are not accepted by facsimile ("fax"). For additional information
about the necessary documentation for redemption by mail, please contact PSC
at 1-800-225-6292.
By Telephone or by Fax. Your account is automatically authorized to have
the telephone redemption privilege unless you indicated otherwise on your
Account Application or by writing to PSC. Proper account identification will
be required for each telephone redemption. The telephone redemption option is
not available to retirement plan accounts. A maximum of $50,000 may be
redeemed by telephone or fax and the proceeds may be received by check or
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 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 Fund has authorized PFD to
act as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any
time. Your broker-dealer must receive your request 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 Fund in an account with a net asset value of less than the minimum
required amount due to redemptions or exchanges, the Fund may redeem the
shares held in this account at net asset value if you have not increased the
net asset value of the account to at least the minimum required amount within
six months of notice by the Fund to you of the Fund's intention to redeem the
shares.
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 Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund to fairly
determine the value of the net assets of its portfolio; or the SEC, by order,
so permits.
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 FUND SHARES
Written Exchanges. You may exchange your shares by sending a letter of
instruction to PSC. Your letter should include your name, the name of the
Pioneer mutual fund out of which you wish to exchange and the name of the
Pioneer mutual fund into which you wish to exchange, your fund account
number(s), the Class of shares to be exchanged and the dollar amount or
number of shares to be exchanged. Written exchange requests must be signed by
all record owner(s) exactly as the shares are registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicated otherwise on your Account
Application or by writing to 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 Fund 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
10
<PAGE>
must have a registration identical to that on the original account.
Class A, Class B or Class C 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 shares acquired by
exchange will be measured from the date you acquired the original shares and
will not be affected by any subsequent exchange.
Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, 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
mutual fund. Therefore, an exchange could result in a gain or loss on the
shares sold, depending on the tax basis of these shares and the timing of the
transaction, and special tax rules may apply.
You should consider the differences in objectives and policies of the
Pioneer mutual funds, as described in each fund's current prospectus, before
making any exchange. For the protection of the Fund's performance and
shareholders, the Fund and PFD reserve the right to refuse any exchange
request or restrict, at any time without notice, the number and/or frequency
of exchanges to prevent abuses of the exchange privilege. Such abuses may
arise from frequent trading in response to short-term market fluctuations, a
pattern of trading by an individual or group that appears to be an attempt to
"time the market," or any other exchange request which, in the view of
management, will have a detrimental effect on the Fund's portfolio management
strategy or its operations. In addition, the Fund and PFD reserve the right
to charge a fee for exchanges or to modify, limit, suspend or discontinue the
exchange privilege with notice to shareholders as required by law.
X. DISTRIBUTION PLANS
The Trust, on behalf of the Fund, has adopted a Plan of Distribution for
each Class of shares (the "Class A Plan," "Class B Plan," and "Class C Plan")
in accordance with Rule 12b-1 under the 1940 Act pursuant to which certain
distribution and service fees are paid.
Pursuant to the Class A Plan, the Fund reimburses PFD 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 Fund: (i) a service fee to be paid to qualified
broker-dealers in an amount not to exceed 0.25% per annum of the Fund'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 Fund's Class A shares with no initial sales charge (See
"How to Buy Fund 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 Fund pursuant to the Class A Plan are accrued daily
and may not exceed 0.25% of the Fund's average daily net assets attributable
to Class A shares. Distribution expenses of PFD are expected to substantially
exceed the distribution fees paid by the Fund in a given year. The Class A
Plan may not be amended to increase materially the annual percentage
limitation of average net assets which may be spent for the services
described therein without approval of the shareholders of the Fund.
Both the Class B Plan and the Class C Plan provide that the Fund will pay
a distribution fee at the annual rate of 0.75% of the Fund's average daily
net assets attributable to the applicable Class of shares and may pay PFD a
service fee at the annual rate of 0.25% of the Fund's average daily net
assets attributable to that Class of shares. The distribution fee is intended
to compensate PFD for its distribution services to the Fund. The service fee
is intended to be additional compensation for personal services and/or
account maintenance services with respect to Class B 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 therefore, PFD may retain
the service fee paid by the Fund with respect to such shares for the first
year after purchase. Dealers will become eligible for additional service fees
with respect to such shares commencing in the 13th month following the
purchase.
Commissions of up to 1% of the amount invested in Class C shares,
consisting of 0.75% of the amount invested and a first year's service fee of
0.25% of the amount invested, are paid to broker-dealers who have selling
agreements with PFD. PFD may advance to dealers the first year service fee at
a rate up to 0.25% of the purchase price of such shares and, as compensation
therefore, PFD may retain the service fee paid by the Fund with respect to
such shares for the first year after purchase. Commencing in the 13th month
following the purchase of Class C shares, dealers will become eligible for
additional annual distribution fees and service fees of up to
11
<PAGE>
0.75% and 0.25%, respectively, of the purchase price with respect to 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 Fund has elected to be treated, has qualified, and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Code,
so that it will not pay federal income taxes on income and capital gains
distributed to shareholders at least annually.
Under the Code, the Fund will be subject to a nondeductible 4% federal
excise tax on a portion of its undistributed ordinary income and capital
gains if it fails to meet certain distribution requirements, with respect to
each calendar year. The Fund intends to make distributions in a timely manner
and accordingly does not expect to be subject to the excise tax.
The Fund makes distributions to shareholders from its net long-term
capital gains, if any, annually, usually in the month of December. Income
dividends, and distributions from net short-term capital gains, if any, are
paid to shareholders quarterly, during the months of March, June, September
and December. Additional distributions from income and/or capital gains may
be made at such other times as may be necessary to avoid federal income or
excise tax. Dividends from the Fund's net investment income and net
short-term capital gains are taxable as ordinary income, and dividends from
the Fund's net long-term capital gains are taxable as long-term capital
gains.
Unless shareholders specify otherwise, all distributions will be
automatically reinvested in additional full and fractional shares of the
Fund. 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 Fund. Information as to the federal tax status of
dividends and distributions will be provided annually to shareholders. For
further information on the distribution options available to shareholders,
see "Distribution Options" and "Directed Dividends" below.
Distributions by the Fund of the dividend income it receives from U.S.
domestic corporations, if any, may qualify for the corporate
dividends-received deduction for corporate shareholders, subject to minimum
holding-period requirements and debt-financing restrictions under the Code.
Dividends and other distributions and the proceeds of redemptions,
exchanges or repurchases of Fund shares paid to individuals and other
non-exempt payees will be subject to a 31% backup withholding of federal
income tax if the Fund is not provided with the shareholder's correct
taxpayer identification number and certification that the number is correct
and the shareholder is not subject to backup withholding or if the Fund
receives notice from the IRS or a broker that such withholding applies.
Please refer to the Account Application for additional information.
The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or
U.S. corporations, partnerships, trusts 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 advisers regarding state, local and
other applicable tax laws.
XII. SHAREHOLDER SERVICES
PSC is the shareholder services and transfer agent for shares of the Fund.
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 Fund's portfolio securities and
other assets. 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 Fund
and might not be able to utilize some of the services available to
shareholders of record. Examples of services which might not be available are
investment or redemption of shares by mail, automatic reinvestment of
dividends and capital gains distributions, withdrawal plans, Letters of
Intention, Rights of Accumulation, telephone exchanges and redemptions, and
newsletters.
Additional Investments
You may add to your account by sending a check (minimum of $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 Fund at
the applicable offering price in effect as of the close of the Exchange on
the day of receipt.
Automatic Investment Plans
You may arrange for regular automatic investments of $50 or more through
government/military allotments, payroll deduction or through a Pioneer
Investomatic Plan. A Pioneer
12
<PAGE>
Investomatic Plan provides for a monthly or quarterly investment by means of
a pre-authorized draft drawn on a checking account. Pioneer Investomatic Plan
investments are voluntary, and you may discontinue the Plan at any time
without penalty upon 30 days' written notice to PSC. PSC acts as agent for
the purchaser, the broker-dealer and PFD in maintaining these plans.
Financial Reports and Tax Information
As a shareholder, you will receive financial reports at least semiannually.
In January of each year, the Fund 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 Fund, 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 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 indicate otherwise on your Account Application or by
writing to PSC. You may purchase, sell or exchange Fund 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. See "Share Price" for more information.
To confirm that each transaction instruction received by telephone is
genuine, the Fund will record each telephone transaction, require the caller
to provide the personal identification number ("PIN") for the account and
send you a written confirmation of each telephone transaction. Different
procedures may apply to accounts that are registered to non-U.S. citizens or
that are held in the name of an institution or in the name of an investment
broker-dealer or other third-party. If reasonable procedures, such as those
described above, are not followed, the Fund may be liable for any loss due to
unauthorized or fraudulent instructions. The Fund may implement other
procedures from time to time. In all other cases, neither the Fund, PSC or
PFD will be responsible for the authenticity of instructions received by
telephone; therefore, you bear the risk of loss for unauthorized or
fraudulent telephone transactions.
During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund
by telephone to institute a redemption or exchange. You should communicate
with the Fund in writing if you are unable to reach the Fund by telephone.
FactFone(SM)
FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer mutual fund shareholders by dialing 1-800-225-4321.
FactFone(SM) allows you to obtain current information on your Pioneer mutual
fund accounts and to inquire about the prices and yields of all publicly
available Pioneer mutual funds. In addition, you may use FactFone(SM) to make
computer-assisted telephone purchases, exchanges and redemptions from your
Pioneer accounts if you have activated your PIN. Telephone purchases and
redemptions require the establishment of a bank account of record. You are
strongly urged to consult with your financial representative prior to
requesting any telephone transaction. Shareholders whose accounts are
registered in the name of a broker-dealer or other third party may not be
able to use FactFone(SM). See "How to Buy Fund Shares," "How to Exchange Fund
Shares," "How to Sell Fund Shares" and "Telephone Transactions and Related
Liabilities." Call PSC for assistance.
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 Fund. The Account Application accompanying this Prospectus
should not be used to establish any of these plans. Separate applications are
required.
13
<PAGE>
Telecommunications Device for the Deaf (TDD)
If you have a hearing disability and you own TDD keyboard equipment, you can
call our TDD number toll-free at 1-800- 225-1997, weekdays from 8:30 a.m. to
5:30 p.m. Eastern Time, to contact our telephone representatives with
questions about your account.
Systematic Withdrawal Plans
If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan ("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 checks of $50 or more will be sent to
you, or any person designated by you, monthly or quarterly, and your periodic
redemptions of shares 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 checks be paid to another person after you have opened
your account, a signature guarantee must accompany your instructions.
Purchases of Class A shares of the Fund 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 Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in
Class A shares of the Fund 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 Fund 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
reinvestment occurs. Subject to the provisions outlined under "How to
Exchange Fund Shares" above, you may also reinvest in Class A shares of other
Pioneer mutual funds; in this case you must meet the minimum investment
requirements 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 Fund. 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
The Fund is a diversified series of the Trust, an open-end management
investment company (commonly referred to as a mutual fund) organized as a
Massachusetts business trust on April 7, 1990. The Trust has authorized an
unlimited number of shares of beneficial interest. As an open-end management
investment company, the Trust 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
Fund Shares." The Trust is not required, and does not intend, to hold annual
shareholder meetings, although special meetings may be called for the purpose
of electing or removing Trustees, changing fundamental investment
restrictions or approving a management contract.
The shares of the Trust are divided into three series: Pioneer Capital
Growth Fund, Pioneer Gold Shares and the Fund (collectively the "Funds"). The
Trust reserves the right to create and issue additional series of shares in
addition to the three Funds currently available. The Trustees have the
authority, without further shareholder approval, to classify and reclassify
the shares of the Fund, 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 Fund. Each class has equal rights as to voting,
redemption, dividends and liquidation, except that each class bears different
distribution and transfer agent fees and may bear other expenses properly
attributable to the particular class. Class A, Class B and Class C
shareholders have exclusive voting rights with respect to the Rule 12b-1
distribution plans adopted by holders of those shares in connection with the
distribution of shares.
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. 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 average annual total return (for a designated period of time) on an
investment in the Fund may 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 and does not reflect the impact of federal
or state income taxes. In addition, for Class A shares the calculation
assumes the deduction of the maximum sales charge of 5.75%; 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.
One or more additional measures and assumptions, including but not limited
to historical total returns; distribution returns;
14
<PAGE>
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 Fund's existence and may
or may not include the impact of sales charges, taxes or other factors.
Other investments or savings vehicles and/or unmanaged market indexes,
indicators of economic activity or averages of mutual funds results may be
cited or compared with the investment results of the Fund. Rankings or
listings by magazines, newspapers or independent statistical or rating
services, such as Lipper Analytical Services, Inc., may also be referenced.
The Fund's investment results will vary from time to time depending on
market conditions, the composition of the Fund's portfolio and operating
expenses of the Fund. All quoted investment results are historical and should
not be considered representative of what an investment in the Fund may earn
in any future period. For further information about the calculation methods
and uses of the Fund's investment results, see the Statement of Additional
Information.
15
<PAGE>
Pioneer
Equity-Income
Fund
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
JOHN A. CAREY, 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, 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
0296-3182
(C)Pioneer Funds Distributor, Inc.
<PAGE>
PIONEER GOLD SHARES
Class A, Class B and Class C Shares
Cross-Reference Sheet Showing Location in Prospectus and
Statement of Additional Information of Information Required by
Items of the Registration Form
Location in Prospectus
Form N-1A Item Number or Statement of
and Caption Additional Information
1. Cover Page Prospectus - Cover Page
2. Synopsis Prospectus - Expense
Information
3. Condensed Financial
Information Prospectus - Financial
Highlights
4. General Description of
Registrant Prospectus - Investment
Objective and Policies;
Management of the Fund; The
Trust
5. Management of the Fund Prospectus - Management of the
Fund
6. Capital Stock and Other
Securities Prospectus - Investment
Objective and Policies;
Dividends, Distributions and
Taxation; The Trust
7. Purchase of Securities
Being Offered Prospectus - Distribution
Plans; Fund Share
Alternatives; Share Price; How
to Buy Fund Shares;
Shareholder Services
8. Redemption or Repurchase Prospectus - Fund Share
Alternatives; How to Sell Fund
Shares; Shareholder Services
9. Pending Legal Proceedings Not Applicable
<PAGE>
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 Funds; Investment Adviser
15. Control Persons and Principle
Holders of Securities Statement of Additional
Information - Management of
the Funds
16. Investment Advisory and Other
Services Statement of Additional
Information - Management of
the Funds; Investment Adviser;
Shareholder Servicing/Transfer
Agent; Underwriting Agreement
and Distribution Plans;
Custodian; Independent Public
Accountants
17. Brokerage Allocation and
Other Practices Statement of Additional
Information - Portfolio
Transactions
18. Capital Stock and Other
Securities Statement of Additional
Information - Description of
Shares; Certain Liabilities
-2-
<PAGE>
19. Purchase, Redemption and
Pricing of Securities
Being Offered Statement of Additional
Information - Determination of
Net Asset Value; Letter of
Intention; Systematic
Withdrawal Plan
20. Tax Status Statement of Additional
Information - Tax Status and
Dividends
21. Underwriters Statement of Additional
Information - Principal
Underwriter
22. Calculation of Performance
Data Statement of Additional
Information - Investment
Results
23. Financial Statements Statement of Additional
Information - Financial
Statements
-3-
<PAGE>
[PIONEER LOGO]
Pioneer
Gold Shares
Class A, Class B and Class C Shares
Prospectus
February 23, 1996
Pioneer Gold Shares (the "Fund") seeks long-term capital appreciation and
such protection against inflation as may be provided by investments in
securities of companies engaged in the mining, processing, refining or sale
of gold or other precious metals.
It is anticipated that in order to achieve its investment objective, the
Fund may invest a significant portion of its assets in foreign securities.
See "Investment Objective and Policies" in this Prospectus. There is, of
course, no assurance that the Fund will achieve its investment objective. The
Fund is one of three series of Pioneer Growth Trust (the "Trust").
Fund returns and share prices fluctuate and the value of your account,
upon redemption, may be more or less than the value of your original
investment. Shares in the Fund are not deposits or obligations of, or
guaranteed or endorsed by, any bank or other depository institution, and the
shares are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other government agency.
Investments in securities of companies engaged in the mining, processing,
refining or sale of gold or other precious metals entail risks in addition to
those customarily associated with investing in securities in general. In
addition, the Fund may invest in securities issued by foreign companies or
governments which involve risks not typically associated with investments in
U.S. securities. The Fund is intended for investors who can accept the risks
associated with its investments and may not be suitable for all investors.
See "Investment Objectives and Policies" for a discussion of these risks.
This Prospectus (Part A of the Registration Statement) provides
information about the Fund that you should know before investing. Please read
and retain it for your future reference. More information about the Fund is
included in Part B, the Statement of Additional Information, also dated
February 23, 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.
Additional information about the Trust has been filed with the Securities and
Exchange Commission (the "SEC") and is available upon request and without
charge.
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
--------------------------------------------------------------------
<S> <C> <C>
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 2
III. INVESTMENT OBJECTIVE AND POLICIES 4
Risk Factors 5
IV. MANAGEMENT OF THE FUND 5
V. FUND SHARE ALTERNATIVES 6
VI. SHARE PRICE 7
VII. HOW TO BUY FUND SHARES 7
VIII. HOW TO SELL FUND SHARES 10
IX. HOW TO EXCHANGE FUND SHARES 11
X. DISTRIBUTION PLANS 12
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 13
XII. SHAREHOLDER SERVICES 13
Account and Confirmation Statements 13
Additional Investments 14
Automatic Investment Plans 14
Financial Reports and Tax Information 14
Distribution Options 14
Directed Dividends 14
Direct Deposit 14
Voluntary Tax Withholding 14
Telephone Transactions and Related Liabilities 14
FactFone(SM) 14
Retirement Plans 15
Telecommunications Device for the Deaf (TDD) 15
Systematic Withdrawal Plans 15
Reinstatement Privilege (Class A Shares Only) 15
XIII. THE TRUST 15
XIV. INVESTMENT RESULTS 16
APPENDIX 17
</TABLE>
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses that
you, as a shareholder, will bear directly or indirectly when you invest in
the Fund. The table reflects annual operating expenses based on actual
expenses incurred for the fiscal year ended October 31, 1995. For Class C
shares, operating expenses are based on estimated expenses that would have
been incurred if C shares had been outstanding for the entire fiscal year
ended October 31, 1995.
<TABLE>
<CAPTION>
Class A Class B Class C+
<S> <C> <C> <C>
Shareholder Transaction Expenses:
Maximum Initial Sales Charge on
Purchases (as a percentage of offering
price) .............................................. 5.75%(1) None None
Maximum Sales Charge on Reinvestment
of Dividends ........................................ None None None
Maximum Deferred Sales Charge .......................... 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) ............... 0.13% 0.13% 0.13%
12b-1 Fees ........................................... 0.22% 1.00% 1.00%
Other Expenses (including transfer agent
fee, custodian fees and accounting and
printing expenses) (*after expense
reduction)(3) ..................................... 1.40% 1.40%* 1.40%*
------ ------ -------
Total Operating Expenses (after
reductions)(3) ..................................... 1.75% 2.53% 2.53%
====== ====== =======
</TABLE>
- ----------------------
+ Class C shares were first offered on January 31, 1996.
(1) Purchases of $1,000,000 or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject
to a contingent deferred sales charge. See "How to Sell Fund Shares."
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and
international wire transfers of redemption proceeds.
(3) Pioneering Management Corporation ("PMC"), the Fund's investment adviser,
has agreed not to impose a portion of its management fee and to make other
arrangements, if necessary, to limit certain other expenses to the extent
required to reduce Class A expenses to 1.75% of the average daily net
assets attributable to Class A shares; the portion of fund-wide expenses
attributable to Class B or Class C shares will be reduced to the same
extent that it is reduced for Class A shares. This agreement is voluntary
and temporary and may be revised or terminated at any time by PMC.
<TABLE>
<CAPTION>
Class A Class B Class C
<S> <C> <C> <C>
Expenses Absent Reductions
Management Fee ................... 0.65% 0.65% 0.65%
Other Expenses ................... n/a 1.47% 1.47%
Total Operating Expenses .......... 2.28% 3.12% 3.12%
</TABLE>
Example:
You would pay the following dollar amount on a $1,000 investment, assuming a
5% annual return and redemption at the end of each of the time periods:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Class A Shares $74 $109 $147 $ 252
Class B Shares
--Assuming complete redemption
at end of period $66 $109 $155 $267*
--Assuming no redemption $26 $ 79 $135 $267*
Class C Shares**
--Assuming complete redemption
at end of period $37 $ 79 $135 $ 287
--Assuming no redemption $26 $ 79 $135 $ 287
</TABLE>
* Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.
** Class C shares redeemed during the first year after purchase are subject
to a 1% contingent deferred sales charge ("CDSC").
The example above assumes the reinvestment of all dividends and
distributions and that the percentage amounts listed under "Annual Operating
Expenses" remain the same each year.
The example is designed for information purposes only, and should not be
considered a representation of future expenses or return. Actual Fund
expenses and return will vary from year to year and may be higher or lower
than those shown.
For further information regarding management fees, 12b-1 fees and other
expenses of the Fund, including information regarding the basis upon which
management fees and 12b-1 fees are paid, see "Management of the Fund,"
"Distribution Plans" and "How To Buy Fund Shares" in this Prospectus and
"Management of the Funds" and "Underwriting Agreement and Distribution Plans"
in the Statement of Additional Information. The Fund's payment of a 12b-1 fee
may result in long-term shareholders indirectly paying more than the economic
equivalent of the maximum sales charge permitted under the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. ("NASD").
The maximum initial sales charge is reduced on purchases of specified
larger amounts of Class A shares 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 Fund Shares." No sales charge is
applied to exchanges of shares of the Fund for shares of other publicly
available Pioneer mutual funds. See "How to Exchange Fund Shares."
- --------------------------------------------------------------------------------
II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements of the
Fund which have been audited by Arthur Andersen LLP, independent public
accountants, in connection with their audit of the Fund's financial
statements. Arthur Andersen LLP's report on the Fund's financial statements
as of October 31, 1995 appears in the Fund's Annual Report which is
incorporated by reference into the Statement of Additional Information. Class
C shares are a new class of shares; no financial highlights exist for Class C
shares. The information listed below should be read in conjunction with the
financial statements contained in the Annual Report. The Annual Report
includes more information about the Fund's performance and is available free
of charge by calling Shareholder Services at 1-800-225-6292.
2
<PAGE>
Pioneer Gold Shares
Financial Highlights for Each Class A Share Outstanding Throughout Each
Period:
<TABLE>
<CAPTION>
7/25/90
Year Ended --------------
------------------------------------------------------------------- (Commencement
October 31, October 31, October 31, October 31, October 31, of Operations)
1995 1994 1993 1992 1991 10/31/90
--------------- ----------- ----------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period ...................... $ 7.94 $ 7.44 $ 5.03 $ 5.35 $ 5.33 $ 6.50
-------- ------ ------ ------ ------- --------
Increase (decrease) from
investment operations:
Net investment income (loss) ............ $ (0.01) $ (0.03) $(0.03) $(0.02) $ 0.01 $ (0.14)
Net realized and unrealized
gain (loss) on investments ............ (1.13) 0.53 2.44 (0.28) 0.01 (1.03)
------- ------ ------ ------ ------ -------
Total increase (decrease)
from Investment operations .......... $ (1.14) $ 0.50 $ 2.41 $(0.30) $ 0.02 $ (1.17)
Distributions to shareholders
from:
Net investment income ................. -- -- -- (0.02) -- --
------- ------ ------- ------ ------ -------
Net increase (decrease)
in net asset value ..................... $ (1.14) $ 0.50 $ 2.41 $(0.32) $ 0.02 $ (1.17)
------- ------ ------- ------- ------ -------
Net asset value, end
of period ............................... $ 6.80 $ 7.94 $ 7.44 $ 5.03 $ 5.35 $ 5.33
======= ====== ======= ====== ======= =======
Total return* ........................... (14.36%) 6.72% 47.91% (5.70%) 0.38% (18.00%)
Ratio of net operating expenses
to average net assets ................... 1.76%+ 1.75% 1.75% 1.75% 1.75% 9.21%**
Ratio of net investment income
(loss) to average net assets ............ (0.16%)+ (0.40%) (0.52%) (0.35%) 0.18% (6.31%)**
Portfolio turnover rate .................. 5.79% 2.86% 6.00% 4.00% 10.00% 15.00%**
Net assets, end of period
(in thousands) .......................... $24,412 $26,168 $14,057 $3,461 $1,800 $1,399
Ratios assuming no reduction of fees or
expenses by PMC:
Net operating expenses ................. 2.28% 2.14% 3.23% 6.62% 10.97% --
Net investment loss .................... (0.68%) (0.79%) (2.00%) (5.22%) (9.04%) --
Ratios assuming a reduction of fees and
expenses by
PMC and a reduction for fees paid
indirectly:
Net operating expenses ................. 1.75%
Net investment loss .................... (.15)%
</TABLE>
Financial Highlights for Each Class B Share Outstanding Throughout the Period:
<TABLE>
<CAPTION>
October 31, April 4, 1994 to
1995 October 31, 1994
--------------- --------------------
<S> <C> <C>
Net asset value, beginning of period ...................... $ 7.89 $ 7.83
------------- ------------------
Increase (decrease) from investment operations:
Net investment loss ..................................... $ (0.05) $(0.03)
Net realized and unrealized gain (loss) on investments .. (1.11) 0.09
------- ------
Total increase (decrease) from investment operations ... $ (1.16) $ 0.06
------- ------
Distribution to shareholders .............................. -- --
------- ------
Net increase (decrease) in net asset value ................ -- $ 0.06
------- ------
Net asset value, end of period ............................. $ 6.73 $ 7.89
======= ======
Total return* ............................................. (14.70%) 0.77%
Ratio of net operating expenses to average net assets ..... 2.57%+ 2.67%**
Ratio of net investment loss to average net assets ......... (1.01%)+ (1.42%)**
Portfolio turnover rate .................................... 5.79% 2.86%
Net assets, end of period (in thousands) ................... $1,762 $951
Ratios assuming no reduction of fees or expenses by
PMC:
Net operating expenses ................................... 3.12% 2.79%**
Net investment loss ...................................... (1.56%) (1.54%)**
Ratios assuming a reduction of fees and expenses by
PMC and a reduction for fees paid indirectly:
Net operating expenses .................................. 2.53%
Net investment loss ..................................... (0.97%)
</TABLE>
- ---------------------
+ Ratios include fees paid indirectly.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all dividends and distributions, and the complete
redemption of the investment at the net asset value at the end of each
period and no sales charges. Total return would be reduced if sales
charges were taken into account.
** Annualized.
3
<PAGE>
III. INVESTMENT OBJECTIVE AND POLICIES
The Fund is managed in accordance with the "Investing for Value" investment
philosophy of PMC, the Fund's investment adviser. This approach consists of
developing a diversified portfolio of securities consistent with the Fund's
investment objective and selected primarily on the basis of PMC's judgment
that the securities have an underlying value, or potential value, which
exceeds their current prices. The analysis and quantification of the economic
worth, or basic value, of individual companies reflects PMC's assessment of a
company's assets and the company's prospects for earnings growth over the
next three-to-five years. PMC relies primarily on the knowledge, experience
and judgment of its own research staff, but also receives and uses
information from a variety of outside sources, including brokerage firms,
electronic data bases, specialized research firms and technical journals.
The investment objective of the Fund is to seek long-term capital
appreciation and such protection against inflation as may be provided by
investments in securities of companies engaged in the mining, processing,
refining or sale of gold or other precious metals.
Under normal circumstances, the Fund will invest at least 70% of its
assets in common stocks or securities convertible into common stock of
companies engaged principally in the mining, processing, refining or sale of
gold or products made primarily from gold. A company will be deemed to be
engaged principally in such business if it derives at least 50% of its net
income or gross revenues from such activities or if 50% of its assets are
devoted to such activities. The Fund's investment concentration policy (i.e.,
investing more than 25% of its assets in the gold industry) is a fundamental
policy which may not be changed without shareholder approval. The balance of
the Fund's assets may be invested in: (i) securities of companies or
countries mining or producing other precious metals such as platinum or
silver; (ii) securities which are backed by, or otherwise tied to the price
of gold and securities of companies which provide goods or services to the
mining industry; and (iii) certain short-term, temporary investments such as
marketable obligations issued or guaranteed by the United States ("U.S.")
government, obligations of U.S. banks and commercial paper.
The Fund may invest all or part of its assets in foreign securities.
Because a significant portion of the worldwide production of gold is outside
the U.S., a significant portion of the Fund's assets will typically consist
of such foreign securities. It is also possible that the Fund will invest
more than 25% of its assets in securities of companies located in a single
foreign country. Although the Fund may invest in the securities of foreign
governments, their agencies and instrumentalities, the Fund has no present
intention to invest more than 5% of its assets in such securities. See the
Statement of Additional Information for more information.
The Fund's fundamental investment objective and the fundamental investment
restrictions set forth in the Statement of Additional Information may not be
changed without shareholder approval. Certain other investment policies and
strategies and restrictions on investment are noted throughout the Prospectus
and are set forth in the Statement of Additional Information. These
investment policies and strategies and restrictions may be changed at any
time by a vote of the Board of Trustees.
The Fund is substantially fully invested at all times. It is the policy of
the Fund not to engage in trading for short-term profits. Nevertheless,
changes in the portfolio will be made promptly when determined to be
advisable by reason of developments not foreseen at the time of the initial
investment decision, and usually without reference to the length of time a
security has been held. Accordingly, portfolio turnover rate will not be
considered a limiting factor in the execution of investment decisions. See
"Financial Highlights" for the Fund's actual turnover rates. Short-term,
temporary investments will not normally represent more than 10% of the Fund's
assets. A short-term investment is considered to be an investment with a
maturity of one year or less from the date of issuance.
The Fund may enter into repurchase agreements, not to exceed seven days,
with broker-dealers and any member bank of the Federal Reserve System. The
Board of Trustees will review and monitor the creditworthiness of any
institution which enters into a repurchase agreement with the Fund. Such
repurchase agreements will be fully collateralized with U.S. Treasury and/or
agency obligations with a market value of not less than 100% of the
obligations, valued daily. Collateral will be held by the Fund's custodian in
a segregated, safekeeping account for the benefit of the Fund. In the event
that a repurchase agreement is not fulfilled, the Fund could suffer a loss to
the extent that the value of the collateral falls below the repurchase price.
The Fund may lend portfolio securities to member firms of the New York
Stock Exchange (the "Exchange"). As with other extensions of credit, there
are risks of delay in recovery or even loss of rights in the collateral
should the borrower of the securities fail financially. The Fund will lend
portfolio securities only to firms which have been approved in advance by the
Board of Trustees, which will monitor the creditworthiness of any such firms.
At no time will the value of the securities loaned exceed 30% of the value of
the Fund's total assets. These investment strategies are also described in
the Statement of Additional Information.
In pursuit of its objective, Fund may employ certain active investment
management techniques including forward foreign currency exchange contracts,
options and futures contracts on currencies, securities and securities
indices and options on such futures contracts. These techniques may be
employed in an attempt to hedge foreign currency and other risks associated
with the Fund's portfolio securities. The risks associated with the Fund's
transactions in options and futures, which are considered to be derivative
securities, may include some or all of the following: market risk, leverage
and volatility risk, correlation risk, credit risk and liquidity and
valuation risk. See the Appendix to this Prospectus and the Statement of
Additional Information for a description of these investment practices and
associated risks.
4
<PAGE>
Risk Factors
The Fund may invest in securities issued by foreign companies and in
securities issued by foreign governments. Investing in securities of foreign
companies and countries involves certain considerations and risks which are
not typically associated with investing in U.S. government securities and
securities of domestic companies. Foreign companies are not subject to
uniform accounting, auditing and financial standards and requirements
comparable to those applicable to U.S. companies. There may also be less
publicly available information about foreign companies compared to reports
and ratings published about U.S. companies. In addition, foreign securities
markets have substantially less volume than domestic markets and securities
of some foreign companies are less liquid and more volatile than securities
of comparable U.S. companies. There may also be less government supervision
and regulation of foreign securities exchanges, brokers and listed companies
than exists in the United States. Interest or dividends paid by foreign
issuers may be subject to withholding and other foreign taxes which will
decrease the net return on such investments as compared to interest or
dividends paid to the Fund by the U.S. government or by domestic companies.
Finally, there may be the possibility of expropriations, confiscatory
taxation, political, economic or social instability or diplomatic
developments which could adversely affect assets of the Fund held in foreign
countries.
The value of foreign securities may also be adversely affected by
fluctuations in the relative rates of exchange between the currencies of
different nations and by exchange control regulations. For example, the value
of a foreign security held by the Fund as measured in U.S. dollars will
decrease if the foreign currency in which the security is denominated
declines in value against the U.S. dollar. In such event, this will cause an
overall decline in the Fund's net asset value and may also reduce net
investment income and capital gains, if any, to be distributed in U.S.
dollars to shareholders of the Fund.
Fixed-income securities in which the Fund may invest generally pay a fixed
rate of return and may include debt obligations of the U.S. government,
foreign governments, corporations and municipalities. Fixed-income securities
are subject to the risk of an issuer's inability to meet principal and
interest payments on the obligations and may also be subject to price
volatility due to such factors as interest rate sensitivity, market
perception of the creditworthiness of the issuer and general market
liquidity.
The Fund's investment policies present unique risks to the portfolio's
value. In recent years, the prices of gold and other precious metals have
been subject to dramatic fluctuations caused primarily by international
monetary and political developments including trade or currency restrictions,
currency devaluations and revaluations and social and political conditions
within a country. Dramatic fluctuations in the prices of gold or other metals
will affect the market values of the securities of companies in which the
Fund intends to invest. At the present time, the largest producer of gold is
the Republic of South Africa ("South Africa"). Other major gold suppliers are
to be found in Australia, Canada, the United States and member states of the
Commonwealth of Independent States ("CIS") which were formerly part of the
Soviet Union. The current economic, political and social conditions in South
Africa and the CIS may adversely affect the price of gold and, accordingly,
the market values of the securities of companies in the industry. The only
legally authorized sales agent for gold produced in South Africa, the world's
largest producer, is the Reserve Bank of South Africa. The Reserve Bank's
policies significantly influence the timing of any sales of South African
bullion. Additionally, the South African Ministry of Mines determines gold
mining policy. South Africa depends on the sale of gold for the foreign
exchange necessary to finance its imports, and its sales policy is
necessarily subject to national economic and political developments. Finally,
investments in the securities of South African companies may be affected by
laws in the U.S. relating to foreign investments in South Africa or foreign
investments generally.
IV. MANAGEMENT OF THE FUND
The Board of Trustees of the Trust has overall responsibility for management
and supervision of the Fund. 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 Fund 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 business and
professional background of each Trustee and executive officer of the Trust.
Investment advisory services are provided to the Fund by PMC pursuant to a
management contract between PMC and the Trust, on behalf of the Fund. PMC
serves as investment adviser to the Fund and is responsible for the overall
management of the Fund'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 publicly- traded Delaware corporation. Pioneer Funds
Distributor, Inc. ("PFD"), an indirect wholly-owned subsidiary of PGI, is the
principal underwriter of shares of the Fund.
Each domestic equity portfolio managed by PMC, including this Fund, is
overseen by an Equity Committee, which consists of PMC's most senior equity
professionals, and a Portfolio Management Committee, which consists of PMC's
domestic equity portfolio managers. Both committees are chaired by Mr. David
Tripple, PMC's President and Chief Investment Officer and Executive Vice
President of each Pioneer mutual fund. Mr. Tripple joined PMC in 1974 and has
had general responsibility for PMC's investment operations and specific
portfolio assignments for over five years. Day-to- day management of the
Fund's investments has been the responsibility of Mr. Tripple since its
inception.
In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. PMC's and PFD's executive offices are located at 60
State Street, Boston, Massachusetts 02109.
5
<PAGE>
Under the terms of its contract with the Trust, PMC assists in the
management of the Fund and is authorized in its discretion to buy and sell
securities for the account of the Fund. PMC pays all the expenses, including
executive salaries and the rental of certain office space, related to its
services for the Fund, with the exception of the following which are to be
paid by the Fund: (a) charges and expenses for fund accounting, pricing and
appraisal services and related overhead, including, to the extent such
services are performed by personnel of PMC or its affiliates, office space
and facilities and personnel compensation, training and benefits; (b) the
charges and expenses of auditors; (c) the charges and expenses of any
custodian, transfer agent, plan agent, dividend disbursing agent and
registrar appointed by the Trust with respect to the Fund; (d) issue and
transfer taxes, chargeable to the Fund in connection with securities
transactions to which the Fund is a party; (e) insurance premiums, interest
charges, dues and fees for membership in trade associations, and all taxes
and corporate fees payable by the Fund to federal, state or other
governmental agencies; (f) fees and expenses involved in registering and
maintaining registrations of the Fund and/or its shares with the SEC,
individual states or blue sky securities agencies, territories and foreign
countries, including the preparation of Prospectuses and Statements of
Additional Information for filing with regulatory agencies; (g) all expenses
of shareholders' and Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (h) charges and expenses of legal
counsel to the Fund and the Trustees; (i) distribution fees paid by the Fund
in accordance with Rule 12b-1 promulgated by the SEC pursuant to the 1940
Act; (j) compensation of those Trustees of the Trust who are not affiliated
with or interested persons of PMC, the Trust (other than as Trustees), PGI or
PFD; (k) the cost of preparing and printing share certificates; and (l)
interest on borrowed money, if any.
In addition to the expenses described above, the Fund shall pay all
brokers' and underwriting commissions chargeable to the Fund in connection
with securities transactions to which the Fund is a party.
Orders for the Fund's portfolio securities transactions are placed by PMC,
which strives to obtain the best price and execution for each transaction. In
circumstances in which two or more broker-dealers are in a position to offer
comparable prices and execution, consideration may be given to whether the
broker-dealer provides investment research or brokerage services or sells
shares of any Pioneer mutual fund. 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 0.65% per annum of the
Fund's average daily net assets up to $300 million, 0.60% of the next $200
million, 0.50% of the next $500 million and 0.45% of the excess over $1
billion. The fee is normally computed daily and paid monthly.
During the fiscal year ended October 31, 1995, the Fund incurred expenses
of $623,867 including management fees paid or payable to PMC of $174,094.
Effective November 1, 1990, PMC voluntarily agreed not to impose a portion of
its management fee and to make other arrangements, if necessary, to limit
certain other expenses to the extent required to reduce expenses to 1.75% of
the average daily net assets attributable to Class A shares; the portion of
Fund-wide expenses attributable to Class B or Class C shares will be reduced
to the same extent that it is reduced for Class A shares. This agreement is
voluntary and temporary and may be revised or terminated at any time by PMC.
See "Expense Information." During the period ended October 31, 1995, this
arrangement resulted in a reduction of expenses for the Fund of $139,498.
John F. Cogan, Jr., Chairman and President of the Trust, Chairman of PFD,
President and a Director of PGI and Chairman and a Director of PMC, owned
approximately 15% of the outstanding capital stock of PGI as of the date of
this Prospectus.
V. FUND SHARE ALTERNATIVES
The Fund continuously offers three Classes of shares designated as Class A,
Class B and Class C shares, as described more fully in "How to Buy Fund
Shares." If you do not specify in your instructions to the Fund which Class
of shares you wish to purchase, exchange or redeem, the Fund will assume that
your instructions apply to Class A shares.
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 Fund'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 Fund's average daily net assets attributable to Class B
shares. Your entire investment in Class B shares is available to work for you
from the time you make your investment, but the higher distribution fee paid
by Class B shares will cause your Class B shares (until conversion) to have a
higher expense ratio and to pay lower dividends, to the extent dividends are
paid, than Class A shares. Class B shares will automatically convert to Class
A shares, based on relative net asset value, eight years after the initial
purchase.
Class C Shares. Class C shares are sold without an initial sales charge,
but are subject to a 1% CDSC if they are redeemed within the first year after
purchase. Class C shares are subject to distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to Class C shares. Your entire investment
6
<PAGE>
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 or their representatives may receive different
compensation depending on which Class of shares they sell. Shares may be
exchanged only for shares of the same Class of another Pioneer mutual fund
and shares acquired in the exchange will continue to be subject to any CDSC
applicable to the shares of the Pioneer mutual fund originally purchased.
Shares sold outside the U.S. to persons who are not U.S. citizens may be
subject to different sales charges, CDSCs and dealer compensation
arrangements in accordance with local laws and business practices.
VI. SHARE PRICE
Shares of the Fund 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 Fund is determined by dividing the 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 Exchange is open, as of the close of regular trading on the
Exchange.
Securities are valued at the last sale price on the principal exchange or
market where they are traded. Securities which have not traded on the date of
valuation or securities for which sales prices are not generally reported are
valued at the mean between the current bid and asked prices. Securities
quoted in foreign currencies are converted to U.S. dollars utilizing foreign
exchange rates employed by the Fund's independent pricing service. Generally,
trading in foreign securities is substantially completed each day at various
times prior to the close of the Exchange. The values of such securities used
in computing the net asset value of the Fund's shares are determined as of
such times. Foreign currency exchange rates are also generally determined
prior to the close of the Exchange. Occasionally, events which affect the
values of such securities and such exchange rates may occur between the times
at which they are determined and the close of the Exchange and will therefore
not be reflected in the computation of the Fund's net asset value. If events
materially affecting the value of such securities occur during such period,
then these securities are valued at their fair value as determined in good
faith by the Trustees. All assets of the Fund for which there is no other
readily available valuation method are valued at their fair value as
determined in good faith by the Trustees.
VII. HOW TO BUY FUND SHARES
You may buy Fund shares 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 (see "Automatic Investment Plans") is
established.
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 mutual fund account; it may not be used to establish a new account.
Proper account identification will be required for each telephone purchase. A
maximum of $25,000 per account may be purchased by telephone each day. The
telephone purchase privilege is available to Individual Retirement Accounts
("IRAs") but may not be available to other types of retirement plan accounts.
Call PSC for more information.
You are strongly urged to consult with your financial representative prior
to requesting a telephone purchase. To purchase shares by telephone, you must
establish your bank account of record by completing the appropriate section
of your Account Application or an Account Options Form. PSC will
electronically debit the amount of each purchase from this pre-designated
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 3 days after the
purchase instruction). Shares purchased by telephone may not be redeemed for
15 days after the date of purchase. You may always elect to deliver purchases
to PSC by mail. See "Telephone Transactions and Related Liabilities" for
additional information.
7
<PAGE>
Class A Shares
You may buy Class A shares at the public offering price, that is, at the net
asset value per share next computed after receipt of a purchase order, plus a
sales charge as follows:
<TABLE>
<CAPTION>
Sales Charge as a % of Dealer
------------------------ Allowance
Net as a % of
Offering Amount Offering
Amount of Purchase Price Invested Price
- ----------------------------------- ---------- ---------- ------------
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than $100,000 4.50 4.71 4.00
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.50 2.56 2.00
$500,000 but less than $1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below
</TABLE>
No sales charge is payable at the time of purchase on investments of
$1,000,000 or more or for participants in certain group plans (described
below) subject to a CDSC of 1% which may be imposed in the event of a
redemption of Class A shares within 12 months of purchase. See "How to Sell
Fund 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 Fund 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
Fund's Class A shares through such dealer.
The schedule of sales charges above is applicable to purchases of Class A
shares of the Fund by (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 Fund
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, 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 Fund may be sold at a reduced or eliminated sales
charge to certain group plans ("Group Plans") under which a sponsoring
organization makes recommendations to, permits group solicitation of, or
otherwise facilitates purchases by, its employees, members or participants.
Class A shares of the 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 a Fund 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 company providers to Program participants and (iv)
the Program provides for a matching contribution for each participant
contribution. Information about such arrangements is available from PFD.
Class A shares of the Fund may also 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 Fund. The
availability of this privilege is conditioned upon the receipt by PFD of
written notification of eligibility. Class A shares of the Fund may also be
sold at net asset value without a sales charge in connection with certain
reorganization, liquidation or acquisition transactions involving other
investment companies or personal holding companies.
Reduced sales charges for Class A shares are available through an
agreement to purchase a specified quantity of Fund 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.
Investors who are clients of a broker- dealer with a current sales agreement
with PFD may purchase shares of the Fund at net asset value, without a sales
8
<PAGE>
charge, to the extent that the purchase price is paid out of proceeds from
one or more redemptions by the investor of shares of certain other mutual
funds. In order for a purchase to qualify for this privilege, the investor
must document to the broker-dealer that the redemption occurred within the 60
days immediately preceding the purchase of shares of the Fund; that the
client paid a sales charge on the original purchase of the shares redeemed;
and that the mutual fund whose shares were redeemed also offers net asset
value purchases to redeeming shareholders of any of the Pioneer mutual funds.
Further details may be obtained from PFD.
Class B Shares
You may buy Class B shares at 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 Fund will first redeem shares not subject to any CDSC, and then
shares held longest during the six-year period. As a result, you will pay the
lowest possible CDSC.
<TABLE>
<CAPTION>
CDSC as a Percentage
of Dollar Amount
Year Since Purchase Subject to CDSC
- ------------------------- ----------------------
<S> <C>
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none
</TABLE>
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund in connection with the sale of Class B shares, including the payment
of compensation to broker-dealers.
Class B shares will automatically convert into Class A shares at the end
of the calendar quarter that is eight years after the purchase date, except
as noted below. Class B shares acquired by exchange from Class B shares of
another Pioneer fund will convert into Class A shares based on the date of
the initial purchase and the applicable CDSC. Class B shares acquired through
reinvestment of distributions will convert into Class A shares based on the
date of the initial purchase to which such shares relate. For this purpose,
Class B shares acquired through reinvestment of distributions will be
attributed to particular purchases of Class B shares in accordance with such
procedures as the Trustees may determine from time to time. The conversion of
Class B shares to Class A shares is subject to the continuing availability of
a ruling from the Internal Revenue Service ("IRS"), which the Fund has
obtained, or an opinion of counsel that such conversions will not constitute
taxable events for federal tax purposes. There can be no assurance that such
ruling will continue to be in effect at the time any particular conversion
would normally occur. The conversion of Class B shares to Class A shares will
not occur if such ruling is no longer in effect and such an 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 Fund shares.
For the purpose of determining the time of any purchase, all payments
during a quarter will be aggregated and deemed to have been made on the first
day of that quarter. In processing redemptions of Class C shares, the Fund
will first redeem shares not subject to any CDSC, and then shares held for
the shortest period of time during the one-year period. As a result, you will
pay the lowest possible CDSC.
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the Fund in connection with the sale of Class C shares, including the payment
of compensation to broker-dealers.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class
B shares may be waived or reduced for non-retirement accounts if: (a) the
redemption results from the death of all registered owners of an account (in
the case of UGMAs, UTMAs and trust accounts, waiver applies upon the death of
all beneficial owners) or a total and permanent disability (as defined in
Section 72 of the Code) of all registered owners occurring after the purchase
of the shares being redeemed or (b) the redemption is made in connection with
limited automatic redemptions as set forth in "Systematic Withdrawal Plans"
(limited in any year to 10% of the value of the account in the Fund at the
time the withdrawal plan is established).
The CDSC on Class B shares may be waived or reduced for retirement plan
accounts if: (a) the redemption results from the death or a total and
permanent disability (as defined in Section 72 of the Code) occurring after
the purchase of the shares being redeemed of a shareholder or participant in
an employer-sponsored retirement plan; (b) the distribution is to a
participant in an IRA, 403(b) or employer-sponsored retirement plan, is part
of a series of substantially equal payments
9
<PAGE>
made over the life expectancy of the participant or the joint life expectancy
of the participant and his or her beneficiary or as scheduled periodic
payments to a participant (limited in any year to 10% of the value of the
participant's account at the time the distribution amount is established; a
required minimum distribution due to the participant's attainment of age
70-1/2 may exceed the 10% limit only if the distribution amount is based on
plan assets held by Pioneer); (c) the distribution is from a 401(a) or 401(k)
retirement plan and is a return of excess employee deferrals or employee
contributions or a qualifying hardship distribution as defined by the Code or
results from a termination of employment (limited with respect to a
termination to 10% per year of the value of the plan's assets in the Fund as
of the later of the prior December 31 or the date the account was established
unless the plan's assets are being rolled over to or reinvested in the same
class of shares of a Pioneer mutual fund subject to the CDSC of the shares
originally held); (d) the distribution is from an IRA, 403(b) or
employer-sponsored retirement plan and is to be rolled over to or reinvested
in the same class of shares in a Pioneer mutual fund and which will be
subject to the applicable CDSC upon redemption; (e) the distribution is in
the form of a loan to a participant in a plan which permits loans (each
repayment of the loan will constitute a new sale which will be subject to the
applicable CDSC upon redemption); or (f) the distribution is from a qualified
defined contribution plan and represents a participant's directed transfer
(provided that this privilege has been pre-authorized through a prior
agreement with PFD regarding participant directed transfers).
The CDSC on Class 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
subject to the CDSC); (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 each Fund's right to liquidate or
involuntarily redeem shares in a shareholder's account.
Broker-Dealers. An order for any Class of Fund shares received by PFD
from a broker-dealer prior to the close of regular trading on the Exchange is
confirmed at the price appropriate for that Class 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 Fund reserves the right in its sole discretion to withdraw
all or any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it has
been confirmed in writing by PFD and payment has been received.
VIII. HOW TO SELL FUND SHARES
You can arrange to sell (redeem) Fund shares on any day the Exchange is open
by selling either some or all of your shares to the Fund.
You may sell your shares either through your broker-dealer or directly to
the Fund. Please note the following:
(bullet) If you are selling shares from a retirement account, you must
make your request in writing (except for exchanges to other
Pioneer mutual funds which can be requested by phone or in
writing). Call 1-800-622-0176 for more information.
(bullet) If you are selling shares from a non-retirement account, you may
use any of the methods described below.
Your shares will be sold at the share price next calculated 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 Fund reserves the right to withhold
payment of the sale proceeds until checks received by the Fund in payment for
the shares being sold have cleared, which may take up to 15 calendar days
from the purchase date.
In Writing. You may 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.
10
<PAGE>
Your request should include your name, the Fund's name, your fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described
below. Unless instructed otherwise, PSC will send the proceeds of the sale to
the address of record. Fiduciaries or corporations are required to submit
additional documents. For more information, contact PSC at 1-800-225-6292.
Written requests will not be processed until they are received in good
order and accepted by PSC. Good order means that there are no outstanding
claims or requests to hold redemptions on the account, certificates are
endorsed by the record owner(s) exactly as the shares are registered and, if
a signature guarantee is required, the signature(s) are guaranteed by an
eligible guarantor. You should be able to obtain a signature guarantee from a
bank, broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency or savings association. A
notary public cannot provide a signature guarantee. Signature guarantees are
not accepted by facsimile ("fax"). For additional information about the
necessary documentation for redemption by mail, please contact PSC at
1-800-225-6292.
By Telephone or by Fax. Your account is automatically authorized to have
the telephone redemption privilege unless you indicated otherwise on your
Account Application or by writing to PSC. Proper account identification will
be required for each telephone redemption. The telephone redemption option is
not available to retirement plan accounts. A maximum of $50,000 may be
redeemed by telephone or fax and the proceeds may be received by check or by
bank wire 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 Fund has authorized PFD to
act as its agent in the repurchase of shares of the Fund from qualified
broker-dealers and reserves the right to terminate this procedure at any
time. Your broker-dealer must receive your request 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 Fund in an account with a net asset value of less than the minimum
required amount due to redemptions or exchanges, the Fund may redeem the
shares held in this account at net asset value if you have not increased the
net asset value of the account to at least the minimum required amount within
six months of notice by the Fund to you of the Fund's intention to redeem the
shares.
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 Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund to fairly
determine the value of the net assets of its portfolio; or the SEC, by order,
so permits.
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 FUND SHARES
Written Exchanges. You may exchange your shares by sending a letter of
instruction to PSC. Your letter should include your name, the name of the
Pioneer mutual fund out of which you wish to exchange and the name of the
Pioneer mutual fund into which you wish to exchange, your fund account
number(s), the Class of shares to be exchanged and the dollar amount or
number of shares to be exchanged. Written exchange requests must be signed by
all record owner(s) exactly as the shares are registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicated otherwise on your Account
Application or by writing to 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 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
11
<PAGE>
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 Fund 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.
Class A, Class B or Class C 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 shares acquired by
exchange will be measured from the date you acquired the original shares and
will not be affected by any subsequent exchange.
Exchange requests received by PSC before 4:00 p.m. Eastern Time will be
effective on that day if the requirements above have been met, 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
Pioneer mutual fund. Therefore, an exchange could result in a gain or loss on
the shares sold, depending on the tax basis of these shares and the timing of
the transaction, and special tax rules may apply.
You should consider the differences in objectives and policies of the
Pioneer mutual funds, as described in each fund's current prospectus, before
making any exchange. For the protection of the Fund's performance and
shareholders, the Fund and PFD reserve the right to refuse any exchange
request or restrict, at any time without notice, the number and/or frequency
of exchanges to prevent abuses of the exchange privilege. Such abuses may
arise from frequent trading in response to short-term market fluctuations, a
pattern of trading by an individual or group that appears to be an attempt to
"time the market," or any other exchange request which, in the view of
management, will have a detrimental effect on the Fund's portfolio management
strategy or its operations. In addition, the Fund and PFD reserve the right
to charge a fee for exchanges or to modify, limit, suspend or discontinue the
exchange privilege with notice to shareholders as required by law.
X. DISTRIBUTION PLANS
The Trust, on behalf of the Fund, has adopted a Plan of Distribution for
each Class of shares (the "Class A Plan," "Class B Plan," and "Class C Plan")
in accordance with Rule 12b-1 under the 1940 Act pursuant to which certain
distribution and service fees are paid.
Pursuant to the Class A Plan, the Fund reimburses PFD 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 Fund's Board of Trustees. As of the date of this Prospectus,
the Board of Trustees has approved the following categories of expenses for
Class A shares of the Fund: (i) a service fee to be paid to qualified
broker-dealers in an amount not to exceed 0.25% per annum of the Fund'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 Fund's Class A shares with no initial sales charge (See
"How to Buy Fund 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 Fund pursuant to the Class A Plan are accrued daily
and may not exceed 0.25% of the Fund's average daily net assets attributable
to Class A shares. Distribution expenses of PFD are expected to substantially
exceed the distribution fees paid by the Fund in a given year. The Class A
Plan may not be amended to increase materially the annual percentage
limitation of average net assets which may be spent for the services
described therein without approval of the shareholders of the Fund.
Both the Class B Plan and the Class C Plan provide that the Fund will pay
a distribution fee at the annual rate of 0.75% of the Fund's average daily
net assets attributable to the applicable Class of shares and will pay PFD a
service fee at the annual rate of 0.25% of the Fund's average daily net
assets attributable to that Class of shares. The distribution fee is intended
to compensate PFD for its distribution services to the Fund. The service fee
is intended to be additional compensation for personal services and/or
account maintenance services with respect to Class B 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 therefore, PFD may retain
the service fee paid by the Fund with respect to such shares for the first
year after purchase. Dealers will become eligible for additional service fees
with respect to such shares commencing in the 13th month following the
purchase.
12
<PAGE>
Commissions of up to 1% of the amount invested in Class C shares,
consisting of 0.75% of the amount invested and a first year's service fee of
0.25% of the amount invested, are paid to broker-dealers who have selling
agreements with PFD. PFD may advance to dealers the first year service fee at
a rate up to 0.25% of the purchase price of such shares and, as compensation
therefore, PFD may retain the service fee paid by the Fund with respect to
such shares for the first year after purchase. Commencing in the 13th month
following the purchase of Class C shares, dealers will become eligible for
additional annual distribution fees and service fees of up to 0.75% and
0.25%, respectively, of the purchase price with respect to 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 Fund has elected to be treated, has qualified, and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Code,
so that it will not pay federal income taxes on income and capital gains
distributed to shareholders at least annually.
Under the Code, the Fund will be subject to a nondeductible 4% federal
excise tax on a portion of its undistributed ordinary income and capital
gains if it fails to meet certain distribution requirements with respect to
each calendar year. The Fund intends to make distributions in a timely manner
and accordingly does not expect to be subject to the excise tax.
The Fund's policy is to pay to shareholders dividends from net investment
income, if any, and to make distributions from net long-term capital gains,
if any, in December. Distributions from net short-term capital gains, if any,
may be paid with such dividends; distributions from income and/or capital
gains may also be made at such other times as may be necessary to avoid
federal income or excise tax. Dividends from the Fund's net investment
income, net short-term capital gains, and certain net foreign exchange gains
are taxable as ordinary income, and dividends from the Fund's net long-term
capital gains are taxable as long-term capital gains.
Unless shareholders specify otherwise, all distributions will be
automatically reinvested in additional full and fractional shares of the
Fund. 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 Fund. 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.
Distributions by the Fund of the dividend income it receives from U.S.
domestic corporations, if any, may qualify for the corporate
dividends-received deduction for corporate shareholders, subject to minimum
holding-period requirements and debt-financing restrictions under the Code.
The Fund will be subject to foreign withholding taxes or other foreign
taxes on income (possibly including capital gains) on certain foreign
investments, which will reduce the yield on or return from those investments.
In any year in which the Fund qualifies, it may make an election that would
permit certain of its shareholders to take a credit (or, if more
advantageous, a deduction) for foreign income taxes paid by the Fund. Each
shareholder would then include in gross income (in addition to dividends
actually received) his or her proportionate share of the amount of qualified
foreign taxes paid by the Fund. If this election is made, the Fund will
notify its shareholders annually as to their share of the amount of qualified
foreign taxes paid and the foreign source income of the Fund.
Dividends and other distributions and the proceeds of redemptions,
exchanges or repurchases of Fund shares paid to individuals and other
non-exempt payees will be subject to 31% backup withholding of federal income
tax if the Fund is not provided with the shareholder's correct taxpayer
identification number and certification that the number is correct and the
shareholder is not subject to backup withholding or if the Fund receives
notice from the IRS or a broker that backup withholding applies. Please refer
to the Account Application for additional information.
The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or
U.S. corporations, partnerships, trusts or estates and who are subject to
U.S. federal income tax. 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 Fund.
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 Fund's portfolio securities and
other assets. 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 Fund
and might not be able to utilize
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some of the services available to shareholders of record. Examples of
services which might not be available are investment or redemption of shares
by mail, automatic reinvestment of dividends and capital gains distributions,
withdrawal plans, Letters of Intention, Rights of Accumulation, telephone
exchanges and redemptions, and newsletters.
Additional Investments
You may add to your account by sending a check (minimum of $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 Fund at
the applicable offering price in effect as of the close of the Exchange on
the day of receipt.
Automatic Investment Plans
You may arrange for regular automatic investments of $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
to PSC. 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 Fund 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 Fund, at the applicable net asset value
per share, unless you indicate another option on the Account Application.
Two other options available are (a) dividends in cash and capital gains
distributions in additional shares; and (b) all dividends and capital gains
distributions in cash. These two options are not available, however, for
retirement plans or for an account with a net asset value of less than $500.
Changes in your distribution options may be made by written request to PSC.
Directed Dividends
You may elect (in writing) to have the dividends paid by one Pioneer fund
account invested in a second Pioneer fund account. The value of this second
account must be at least $1,000 ($500 for Pioneer Fund or Pioneer II).
Invested dividends may be in any amount, and there are no fees or charges for
this service. Retirement plan shareholders may only direct dividends to
accounts with identical registrations, i.e., PGI IRA Cust for John Smith may
only go into another account registered PGI IRA Cust for John Smith.
Direct Deposit
If you have elected to take distributions, whether dividends or dividends
and capital gains, in cash, or have established a Systematic Withdrawal Plan,
you may choose to have those cash payments deposited directly into your
savings, checking or NOW bank account. You may establish this service by
completing the appropriate section on the Account Application when opening a
new account or the Account Options Form for an existing account.
Voluntary Tax Withholding
You may request (in writing) that PSC withhold 28% of the dividends and
capital gains distributions paid from your account (before any reinvestment)
and forward the amount withheld to the IRS as a credit against your federal
income taxes. This option is not available for retirement plan accounts or
for accounts subject to backup withholding.
Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you indicate otherwise on your Account Application or by
writing to PSC. You may purchase, sell or exchange Fund shares by telephone.
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 are available to shareholders who have
pre-recorded certain bank information (see "FactFone(SM)"). You are strongly
urged to consult with your financial representative prior to requesting any
telephone transaction.
To confirm that each transaction instruction received by telephone is
genuine, the Fund will record each telephone transaction, require the caller
to provide the personal identification number ("PIN") for the account and
send you a written confirmation of each telephone transaction. Different
procedures may apply to accounts that are registered to non-U.S. citizens or
that are held in the name of an institution or in the name of an investment
broker-dealer or other third-party. If reasonable procedures, such as those
described above, are not followed, the Fund may be liable for any loss due to
unauthorized or fraudulent instructions. The Fund may implement other
procedures from time to time. In all other cases, neither the Fund, PSC or
PFD will be responsible for the authenticity of instructions received by
telephone; therefore, you bear the risk of loss for unauthorized or
fraudulent telephone transactions.
During times of economic turmoil or market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund
by telephone to institute a redemption or exchange. You should communicate
with the Fund in writing if you are unable to reach the Fund by telephone.
FactFone(SM)
FactFone(SM) is an automated inquiry and telephone transaction system
available to Pioneer mutual fund shareholders by dialing 1-800-225-4321.
FactFone(SM) allows you to obtain current information on your Pioneer
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
14
<PAGE>
redemptions from your Pioneer accounts if you have activated your PIN.
Telephone purchases and redemptions require the establishment of a bank
account of record. You are strongly urged to consult with your financial
representative prior to requesting any telephone transaction. Shareholders
whose accounts are registered in the name of a broker-dealer or other third
party may not be able to use FactFone(SM). See "How to Buy Fund Shares," "How
to Exchange Fund Shares," "How to Sell Fund Shares" and "Telephone
Transactions and Related Liabilities." Call PSC for assistance.
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 Fund. The Account Application accompanying this Prospectus
should not be used to establish any of these plans. Separate applications are
required.
Telecommunications Device for the Deaf (TDD)
If you have a hearing disability and you own TDD keyboard equipment, you can
call our TDD number toll-free at 1-800- 225-1997, weekdays from 8:30 a.m. to
5:30 p.m. Eastern Time, to contact our telephone representatives with
questions about your account.
Systematic Withdrawal Plans
If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan ("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 checks of $50 or more will be sent to
you, or any person designated by you, monthly or quarterly, and your periodic
redemptions of shares 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 checks be paid to another person after you have opened
your account, a signature guarantee must accompany your instructions.
Purchases of Class A shares of the Fund 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 Fund, you may
reinvest all or part of the redemption proceeds without a sales charge in
Class A shares of the Fund 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 shares of the Fund
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 reinvestment occurs.
Subject to the provisions outlined under "How to Exchange Fund Shares" above,
you may also reinvest in Class A shares of other Pioneer mutual funds; in
this case you must meet the minimum investment requirements 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 Fund. 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
The Fund is a diversified series of the Trust, an open-end management
investment company (commonly referred to as a mutual fund) organized as a
Massachusetts business trust on April 7, 1990. The Trust has authorized an
unlimited number of shares of beneficial interest. As an open-end management
investment company, the Trust 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
Fund 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 contract.
The shares of the Trust are divided into three series: Pioneer Capital
Growth Fund, Pioneer Equity-Income Fund and the Fund (collectively, the
"Funds"). The Trust reserves the right to create and issue additional series
of shares in addition to the three Funds currently available.
The Trustees have the authority, without further shareholder approval, to
classify and reclassify the shares of the Fund, 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 Fund. Each class has equal rights
as to voting, redemption, dividends and liquidation, except that each class
bears different distribution and transfer agent fees and may bear other
expenses properly attributable to the particular class. Class A, Class B and
Class C shareholders have exclusive voting rights with respect to the Rule
12b-1 distribution plans adopted by holders of those shares in connection
with the distribution of shares.
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. Shares will remain on deposit with the Trust's transfer
agent and cer-
15
<PAGE>
tificates will not normally be issued. The Trust reserves the right to charge
a fee for the issuance of certificates.
XIV. INVESTMENT RESULTS
The average annual total return (for a designated period of time) on an
investment in the Fund may 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 and does not reflect the impact of federal
or state income taxes. In addition, for Class A shares the calculation
assumes the deduction of the maximum sales charge of 5.75%; 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.
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 Fund's existence and may or may not include the
impact of sales charges, taxes or other factors.
Other investments or savings vehicles and/or unmanaged market indexes,
indicators of economic activity or averages of mutual funds results may be
cited or compared with the investment performance of the Fund. Rankings or
listings by magazines, newspapers or independent statistical or rating
services, such as Lipper Analytical Services, Inc., may also be referenced.
The Fund's investment results will vary from time to time depending on
market conditions, the composition of the Fund's portfolio and operating
expenses of the Fund. All quoted investment results are historical and should
not be considered representative of what an investment in the Fund may earn
in any future period. For further information about the calculation methods
and uses of the Fund's investment results, see the Statement of Additional
Information.
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<PAGE>
APPENDIX
This Appendix provides a brief description of certain investment techniques
that the Fund may employ. For a more complete discussion of these and other
practices, see "Investment Objective and Policies" in this Prospectus and
"Investment Policies and Restrictions" in the Statement of Additional
Information.
Options on Securities Indices
The Fund may purchase put and call options on indices that are based on
securities in which it may invest to manage cash flow and to manage its
exposure to foreign and domestic stocks or stock markets instead of, or in
addition to, buying and selling stock. The Fund may also purchase options in
order to hedge against risks of market-wide price fluctuations.
The Fund may purchase put options in order to hedge against an anticipated
decline in securities prices that might adversely affect the value of the
Fund's portfolio securities. If the Fund purchases a put option on a
securities index, the amount of the payment it would receive upon exercising
the option would depend on the extent of any decline in the level of the
securities index below the exercise price. Such payments would tend to offset
a decline in the value of the Fund's portfolio securities. However, if the
level of the securities index increases and remains above the exercise price
while the put option is outstanding, the Fund will not be able to profitably
exercise the option and will lose the amount of the premium and any
transaction costs. Such loss may be partially offset by an increase in the
value of the Fund's portfolio securities.
The Fund may purchase call options on securities indices in order to
remain fully invested in a particular stock market or to lock in a favorable
price on securities that it intends to buy in the future. If the Fund
purchases a call option on a securities index, the amount of the payment it
receives upon exercising the option depends on the extent of an increase in
the level of the securities index above the exercise price. Such payments
would in effect allow the Fund to benefit from securities market appreciation
even though it may not have had sufficient cash to purchase the underlying
securities. Such payments may also offset increases in the price of
securities that the Fund intends to purchase. If, however, the level of the
securities index declines and remains below the exercise price while the call
option is outstanding, the Fund will not be able to exercise the option
profitably and will lose the amount of the premium and transaction costs.
Such loss may be partially offset by a reduction in the price the Fund pays
to buy additional securities for its portfolio.
The Fund may sell an option it has purchased or a similar option prior to
the expiration of the purchased option in order to close out its position in
an option which it has purchased. The Fund may also allow options to expire
unexercised, which would result in the loss of the premium paid.
Forward Foreign Currency Exchange Contracts and
Options on Foreign Currencies
The Fund has the ability to hold a portion of its assets in foreign
currencies and to enter into forward foreign currency contracts to facilitate
settlement of foreign securities transactions or to protect against changes
in foreign currency exchange rates. The Fund might sell a foreign currency on
either a spot or forward basis to hedge against an anticipated decline in the
dollar value of securities in its portfolio or securities it intends or has
contracted to sell or to preserve the U.S. dollar value of dividends,
interest or other amounts it expects to receive. Although this strategy could
minimize the risk of loss due to a decline in the value of the hedged foreign
currency, it could also limit any potential gain which might result from an
increase in the value of the currency. Alternatively, the Fund might purchase
a foreign currency or enter into a forward purchase contract for the currency
to preserve the U.S. dollar price of securities it is authorized to purchase
or has contracted to purchase.
If the Fund enters into a forward contract to buy foreign currency, the
Fund will be required to place cash or high grade liquid securities in a
segregated account of the Fund maintained by the Fund's custodian in an
amount equal to the value of the Fund's total assets committed to the
consummation of the forward contract.
The Fund may purchase put and call options on foreign currencies for the
purpose of protecting against declines in the dollar value of foreign
portfolio securities and against increases in the U.S. dollar cost of foreign
securities to be acquired. The purchase of an option on a foreign currency
may constitute an effective hedge against exchange rate fluctuations.
Futures Contracts and Options on Futures Contracts
To hedge against changes in securities prices, currency exchange rates or
interest rates, the Fund may purchase and sell various kinds of futures
contracts, and purchase and write call and put options on any of such futures
contracts. The Fund may also enter into closing purchase and sale
transactions with respect to any of such contracts and options. The futures
contracts may be based on various stock and other securities indices, foreign
currencies and other financial instruments and indices. The Fund will engage
in futures and related options transactions for bona fide hedging purposes
only. These transactions involve brokerage costs, require margin deposits
and, in the case of contracts and options obligating the Fund to purchase
currencies, require the Fund to segregate assets to cover such contracts and
options.
Limitations and Risks Associated with Transactions
in Options, Futures Contracts and Forward Foreign
Currency Exchange Contracts
Transactions involving options on securities and securities indices, futures
contracts and options on futures and forward foreign currency exchange
contracts involve (1) liquidity risk that contractual positions cannot be
easily closed out in the event of market changes or generally in the absence
of a liquid secondary market, (2) correlation risk that changes in the value
of hedging positions may not match the securities market and foreign currency
fluctuations intended to be hedged and (3) market risk that an incorrect
prediction of securities prices or exchange rates by the Fund's investment
adviser may cause the Fund to perform less favorably than if such positions
had not been entered. The Fund will purchase and sell options that are traded
only in a regulated market which
17
<PAGE>
is open to the public. The use of options, futures contracts and forward
foreign currency exchange contracts are highly specialized activities which
involve investment techniques and risks that are different from those
associated with ordinary portfolio transactions. The Fund may not enter into
futures contracts and options on futures contracts for speculative purposes.
The percent of the Fund's assets that may be subject to futures contracts and
options on such contracts entered into for bona fide hedging purposes or in
forward foreign currency exchange contracts is 100%. The loss that may be
incurred by the Fund in entering into future contracts and written options
thereon and forward foreign currency exchange contracts is potentially
unlimited. The Fund may not invest more than 5% of its total assets in
financial instruments that are used for non-hedging purposes and which have a
leverage effect.
The Fund's transactions in options, forward foreign currency exchange
contracts, futures contracts and options on futures contracts may be limited
by the requirements for qualification of the Fund as a regulated investment
company for tax purposes. See "Tax Status" in the Statement of Additional
Information.
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 Funds
Pioneer U.S. Government Money Fund
Pioneer Cash Reserves Fund
*Not suitable for retirement accounts
19
<PAGE>
[PIONEER LOGO]
Pioneer
Gold Shares
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR
SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 1-800-225-6292
SERVICE INFORMATION
If you would like information on the following, please call:
Existing and new accounts, prospectuses,
applications 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
0296-3181
(C)Pioneer Funds Distributor, Inc.
<PAGE>
PIONEER GROWTH TRUST
Pioneer Capital Growth Fund
Pioneer Equity-Income Fund
Pioneer Gold Shares
60 State Street
Boston, Massachusetts 02109
Class A, Class B and Class C Shares
February 23, 1996
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information (Part B of the Registration
Statement) is not a prospectus, but should be read in conjunction with the
Prospectuses, each dated February 23, 1996, for each of Pioneer Capital Growth
Fund, Pioneer Equity-Income Fund and Pioneer Gold Shares. A copy of each
Prospectus can be obtained free of charge by calling Shareholder Services at 1-
800-225-6292 or by written request to Pioneer Growth Trust (the "Trust") at 60
State Street, Boston, Massachusetts 02109. The most recent Annual Report to
Shareholders is attached to this Statement of Additional Information and is
hereby incorporated in this Statement of Additional Information by reference.
TABLE OF CONTENTS
Page
1. Investment Policies and Restrictions................................... 2
2. Management of the Funds................................................ 11
3. Investment Adviser..................................................... 15
4. Underwriting Agreement and Distribution Plans.......................... 16
5. Shareholder Servicing/Transfer Agent................................... 18
6. Custodian.............................................................. 19
7. Principal Underwriter.................................................. 19
8. Independent Public Accountants......................................... 20
9. Portfolio Transactions................................................. 20
10. Tax Status and Dividends............................................... 21
11. Description of Shares.................................................. 24
12. Certain Liabilities.................................................... 25
13. Letter of Intention.................................................... 26
14. Systematic Withdrawal Plan............................................. 26
15. Determination of Net Asset Value....................................... 27
16. Investment Results..................................................... 27
17. Financial Statements................................................... 30
Appendix A..............................................................31
Appendix B..............................................................33
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A
PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED
BY AN EFFECTIVE PROSPECTUS.
<PAGE>
1. INVESTMENT POLICIES AND RESTRICTIONS
Pioneer Capital Growth Fund (the "Capital Growth Fund"), Pioneer
Equity-Income Fund (the "Equity-Income Fund") and Pioneer Gold Shares ("Gold
Shares") are the separate investment portfolios of the Trust (each, a "Fund" and
collectively, the "Funds"). Each Fund's current prospectus (each, a "Prospectus"
and collectively, the "Prospectuses") presents the investment objective and the
principal investment policies of its respective Fund. Additional investment
policies and a further description of some of the policies described in the
Prospectuses appear below.
The following policies and restrictions supplement those discussed in the
Prospectuses. Whenever an investment policy or restriction states a maximum
percentage of a Fund'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 a Fund's investment.
Accordingly, any later increase or decrease resulting from a change in values,
net assets or other circumstances will not be considered in determining whether
the investment complies with a Fund's investment objective and policies.
Lending of Portfolio Securities
Each of the Funds may lend portfolio securities to member firms of the New
York Stock Exchange, under agreements which would require that the loans be
secured continuously by collateral in cash, cash equivalents or United States
("U.S.") Treasury Bills maintained on a current basis at an amount at least
equal to the market value of the securities loaned. The Fund would continue to
receive the equivalent of the interest or dividends paid by the issuer on the
securities loaned as well as the benefit of an increase in the market value of
the securities loaned and would also receive compensation based on investment of
the collateral. The Fund would not, however, have the right to vote any
securities having voting rights during the existence of the loan, but would call
the loan in anticipation of an important vote to be taken among holders of the
securities or of the giving or withholding of consent on a material matter
affecting the investment.
As with other extensions of credit there are risks of delay in recovery or
even loss of rights in the collateral should the borrower of the securities fail
financially. The Funds will lend portfolio securities only to firms which have
been approved in advance by the Board of Trustees, which will monitor the
creditworthiness of any such firms. At no time would the value of the securities
loaned exceed 30% of the value of a Fund's total assets.
Forward Foreign Currency Transactions for Capital Growth Fund and Gold
Shares
Capital Growth Fund and Gold Shares may engage in foreign currency
transactions. These transactions may be conducted on a spot, i.e., cash basis,
at the spot rate for purchasing or selling currency prevailing in the foreign
exchange market. Capital Growth Fund and Gold Shares also have authority to deal
in forward foreign currency exchange contracts involving currencies of the
different countries in which the Funds will invest as a hedge against possible
variations in the foreign exchange rate between these currencies and the U.S.
dollar. This is accomplished through contractual agreements to purchase or sell
a specified currency at a specified future date and price set at the time of the
contract. The Funds' dealings in forward foreign currency contracts will be
limited to hedging either specific transactions or portfolio positions.
Transaction hedging is the purchase or sale of forward foreign currency
contracts with respect to specific receivables or payables of the Funds, accrued
in connection with the purchase and sale of their portfolio securities
denominated in foreign currencies. Portfolio hedging is the use of forward
foreign currency contracts to offset portfolio security positions denominated or
quoted in such foreign currencies. There is no guarantee that Capital Growth
Fund or Gold Shares will be engaged in hedging activities when adverse exchange
rate movements occur. Neither Capital Growth Fund nor Gold Shares will attempt
to hedge all of its foreign portfolio positions, and both Funds will enter into
such transactions only to the extent, if any, deemed appropriate by the
investment adviser. Neither Fund will enter into speculative forward foreign
currency contracts.
-2-
<PAGE>
If Capital Growth Fund or Gold Shares enters into a forward contract to
purchase foreign currency, the custodian bank will segregate cash or high grade
liquid debt securities in a separate account in an amount equal to the value of
the total assets committed to the consummation of such forward contract. Those
assets will be valued at market daily and if the value of the assets in the
separate account declines, additional cash or securities will be placed in the
accounts so that the value of the account will equal the amount of the Fund's
commitment with respect to such contracts.
Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also limit the opportunity
for gain if the value of the hedged currency should rise. Moreover, it may not
be possible for Capital Growth Fund or Gold Shares to hedge against a
devaluation that is so generally anticipated that the Funds are not able to
contract to sell the currency at a price above the devaluation level they
anticipate.
The cost to Capital Growth Fund and Gold Shares of engaging in foreign
currency transactions varies with such factors as the currency involved, the
size of the contract, the length of the contract period and the market
conditions then prevailing. Since transactions in foreign currency and forward
contracts are usually conducted on a principal basis, no fees or commissions are
involved. Capital Growth Fund and Gold Shares may close out a forward position
in a currency by selling the forward contract or by entering into an offsetting
forward contract.
Options on Securities
Capital Growth Fund and Gold Shares may write (sell) covered call options
on certain portfolio securities, but options may not be written on more than 25%
of the aggregate market value of any single portfolio security (determined each
time a call is sold as of the date of such sale). Neither Capital Growth Fund or
Gold Shares intends to write covered call options on portfolio securities with
an aggregate market value exceeding 5% of the Fund's total assets in the coming
year. As the writer of a call option, a Fund receives a premium less commission,
and, in exchange, foregoes the opportunity to profit from increases in the
market value of the security covering the call above the sum of the premium and
the exercise price of the option during the life of the option. The purchaser of
such a call written by a Fund has the option of purchasing the security from
that Fund at the option price during the life of the option. Portfolio
securities on which options may be written are purchased solely on the basis of
investment considerations consistent with a Fund's investment objectives. All
call options written by a Fund are covered; a Fund may cover a call option by
owning the securities subject to the option so long as the option is outstanding
or using the other methods described below. In addition, a written call option
may be covered by purchasing an offsetting option or any other option which, by
virtue of its exercise price or otherwise, covers a Fund's net exposure on its
written option position. The Funds do not consider a security covered by a call
option to be "pledged" as that term is used in each Funds' policy which limits
the pledging or mortgaging of its assets.
Capital Growth Fund and Gold Shares may purchase call options on securities
for entering into a "closing purchase transaction," i.e., a purchase of a call
option on the same security with the same exercise price and expiration date as
a "covered" call already written by the Fund. These closing purchase
transactions enable the Funds to immediately realize gains or minimize losses on
their respective options positions. There is no assurance that a Fund will be
able to effect such closing purchase transactions at a favorable price. If a
Fund cannot enter into such a transaction it may be required to hold a security
that it might otherwise have sold. A Fund's portfolio turnover may increase
through the exercise of options if the market price of the underlying securities
goes up and the Fund has not entered into a closing purchase transaction. The
commission on purchase or sale of a call option is higher in relation to the
premium than the commission in relation to the price on purchase or sale of the
underlying security.
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Options on Securities Indices
Capital Growth Fund and Gold Shares may purchase call and put options on
securities indices for the purpose of hedging against the risk of unfavorable
price movements adversely affecting the value of either such Fund's securities
or securities which either such Fund intends to buy. Securities index options
will not be used for speculative purposes.
The Funds may only purchase and sell options that are traded only in a
regulated market which is open to the public. Currently, options on stock
indices are traded only on national securities exchanges or over-the-counter,
both in the U.S. and in foreign countries. A securities index fluctuates with
changes in the market values of the securities included in the index. For
example, some stock index options are based on a broad market index such as the
S&P 500 or the Value Line Composite Index in the U.S., the Nikkei in Japan or
the FTSE 100 in the United Kingdom. Index options may also be based on a
narrower market index such as the S&P 100 or on an industry or market segment
such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index.
The Funds may purchase put options in order to hedge against an anticipated
decline in securities prices that might adversely affect the value of the Funds'
respective portfolio securities. If a Fund purchases a put option on a
securities index, the amount of the payment it would receive upon exercising the
option would depend on the extent of any decline in the level of the securities
index below the exercise price. Such payments would tend to offset a decline in
the value of such Fund's portfolio securities. However, if the level of the
securities index increases and remains above the exercise price while the put
option is outstanding, such Fund will not be able to profitably exercise the
option and will lose the amount of the premium and any transaction costs. Such
loss may be partially offset by an increase in the value of such Fund's
portfolio securities.
Capital Growth Fund or Gold Shares may purchase call options on securities
indices in order to remain fully invested in a particular foreign stock market
or to lock in a favorable price on securities that it intends to buy in the
future. If a Fund purchases a call option on a securities index, the amount of
the payment it receives upon exercising the option depends on the extent of an
increase in the level of other securities indices above the exercise price. Such
payments would in effect allow such Fund to benefit from securities market
appreciation even though it may not have had sufficient cash to purchase the
underlying securities. Such payments may also offset increases in the price of
securities that such Fund intends to purchase. If, however, the level of the
securities index declines and remains below the exercise price while the call
option is outstanding, a Fund will not be able to exercise the option profitably
and will lose the amount of the premium and transaction costs. Such loss may be
partially offset by a reduction in the price such Fund pays to buy additional
securities for its portfolio.
Capital Growth Fund and Gold Shares may each sell the securities index
option it has purchased or write a similar offsetting securities index option in
order to close out a position in a securities index option which it has
purchased. These closing sale transactions enable the Funds to immediately
realize gains or minimize losses on their respective options positions. However,
there is no assurance that a liquid secondary market on an options exchange will
exist for any particular option, or at any particular time, and for some options
no secondary market may exist. In addition, securities index prices may be
distorted by interruptions in the trading of securities of certain companies or
of issuers in certain industries, or by restrictions that may be imposed by an
exchange on opening or closing transactions, or both, which would disrupt
trading in options on such indices and preclude a Fund from closing out its
options positions. If a Fund is unable to effect a closing sale transaction with
respect to options that it has purchased, it would have to exercise the options
in order to realize any profit.
The hours of trading for options may not conform to the hours during which
the underlying securities are traded. To the extent that the options markets
close before the markets for the underlying securities, significant price and
rate movements can take place in the underlying markets that can not be
reflected in the options markets. The purchase of options is a highly
specialized activity which involves investment techniques and risks different
from those associated with ordinary portfolio securities transactions.
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In addition to the risks of imperfect correlation between the Funds'
respective portfolio and the index underlying the option, the purchase of
securities index options involves the risk that the premium and transaction
costs paid by the Funds in purchasing an option will be lost. This could occur
as a result of unanticipated movements in prices of the securities comprising
the securities index on which the option is based.
Futures Contracts and Options on Futures Contracts
To hedge against changes in securities prices or currency exchange rates,
Capital Growth Fund and Gold Shares may each purchase and sell various kinds of
futures contracts, and purchase and write (sell) call and put options on any of
such futures contracts. Capital Growth Fund and Gold Shares may each also enter
into closing purchase and sale transactions with respect to any of such
contracts and options. The futures contracts may be based on various securities
(such as U.S. Government securities), securities indices, foreign currencies and
other financial instruments and indices. The Funds will engage in futures and
related options transactions for bona fide hedging and non-hedging purposes as
described below. All futures contracts entered into by the Funds are traded on
U.S. exchanges or boards of trade that are licensed and regulated by the
Commodity Futures Trading Commission (the "CFTC") or on foreign exchanges.
Futures Contracts. A futures contract may generally be described as an
agreement between two parties to buy and sell particular financial instruments
for an agreed price during a designated month (or to deliver the final cash
settlement price, in the case of a contract relating to an index or otherwise
not calling for physical delivery at the end of trading in the contract).
When interest rates are rising or securities prices are falling, the Funds
can seek to offset a decline in the value of their respective current portfolio
securities through the sale of futures contracts. When interest rates are
falling or securities prices are rising, the Funds, through the purchase of
futures contracts, can attempt to secure better rates or prices than might later
be available in the market when they effect anticipated purchases. Similarly,
Capital Growth Fund and Gold Shares can sell futures contracts on a specified
currency to protect against a decline in the value of such currency and a
decline in the value of its portfolio securities which are denominated in such
currency. Capital Growth Fund and Gold Shares can purchase futures contracts on
a foreign currency to establish the price in U.S. dollars of a security
denominated in such currency that the Funds have acquired or expect to acquire.
Positions taken in the futures markets are not normally held to maturity
but are instead liquidated through offsetting transactions which may result in a
profit or a loss. While futures contracts on securities or currency will usually
be liquidated in this manner, the Funds may instead make, or take, delivery of
the underlying securities or currency whenever it appears economically
advantageous to do so. A clearing corporation associated with the exchange on
which futures on securities or currency are traded guarantees that, if still
open, the sale or purchase will be performed on the settlement date.
Hedging Strategies. Hedging, by use of futures contracts, seeks to
establish with more certainty the effective price, rate of return and currency
exchange rate on portfolio securities and securities that a Fund owns or
proposes to acquire. A Fund may, for example, take a "short" position in the
futures market by selling futures contracts in order to hedge against an
anticipated rise in interest rates or a decline in market prices or foreign
currency rates that would adversely affect the value of the Fund's portfolio
securities. Such futures contracts may include contracts for the future delivery
of securities held by a Fund or securities with characteristics similar to those
of a Fund's portfolio securities. Similarly, Capital Growth Fund and Gold Shares
may sell futures contracts in a foreign currency in which their respective
portfolio securities are denominated or in one currency to hedge against
fluctuations in the value of securities denominated in a different currency if
there is an established historical pattern of correlation between the two
currencies. If, in the opinion of Pioneering Management Corporation ("PMC"),
there is a sufficient degree of correlation between price trends for the Funds'
respective portfolio securities and futures contracts based on other financial
instruments, securities indices or other indices, the Funds may also enter into
such futures contracts as part of their hedging strategies. Although under some
circumstances prices of securities in a Fund's portfolio may be more or less
volatile than prices of
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such futures contracts, PMC will attempt to estimate the extent of this
volatility difference based on historical patterns and compensate for any such
differential by having that Fund enter into a greater or lesser number of
futures contracts or by attempting to achieve only a partial hedge against price
changes affecting that Fund's portfolio securities. When hedging of this
character is successful, any depreciation in the value of portfolio securities
will be substantially offset by appreciation in the value of the futures
position. On the other hand, any unanticipated appreciation in the value of a
Fund's portfolio securities would be substantially offset by a decline in the
value of the futures position.
On other occasions, the Funds may take a "long" position by purchasing
futures contracts. This may be done, for example, when a Fund anticipates the
subsequent purchase of particular securities when it has the necessary cash, but
expects the prices or currency exchange rates then available in the applicable
market to be less favorable than prices or rates that are currently available.
Options on Futures Contracts. The acquisition of put and call options on
futures contracts will give the Funds the right (but not the obligation) for a
specified price to sell or to purchase, respectively, the underlying futures
contract at any time during the option period. As the purchaser of an option on
a futures contract, a Fund obtains the benefit of the futures position if prices
move in a favorable direction but limits its risk of loss in the event of an
unfavorable price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium
which may partially offset a decline in the value of a Fund's assets. By writing
a call option, a Fund becomes obligated, in exchange for the premium, to sell a
futures contract (if the option is exercised), which may have a value higher
than the exercise price. Conversely, the writing of a put option on a futures
contract generates a premium which may partially offset an increase in the price
of securities that a Fund intends to purchase. However, such Fund becomes
obligated to purchase a futures contract (if the option is exercised) which may
have a value lower than the exercise price. Thus, the loss incurred by the Funds
in writing options on futures is potentially unlimited and may exceed the amount
of the premium received. The Funds will incur transaction costs in connection
with the writing of options on futures.
The holder or writer of an option on a futures contract may terminate its
position by selling or purchasing an offsetting option on the same series. There
is no guarantee that such closing transactions can be effected. The Funds'
ability to establish and close out positions on such options will be subject to
the development and maintenance of a liquid market.
The Funds may use options on futures contracts for bona fide hedging or
non-hedging purposes as discussed below.
Other Considerations. Capital Growth Fund and Gold Shares will engage in
futures and related options transactions only for bona fide hedging or
non-hedging purposes in accordance with CFTC regulations which permit principals
of an investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act") to engage in such transactions without registering as
commodity pool operators. The Funds are not permitted to engage in speculative
futures trading. The Funds will determine that the price fluctuations in the
futures contracts and options on futures used for hedging purposes are
substantially related to price fluctuations in securities held by the respective
Fund or which the respective Fund expects to purchase. Except as stated below,
the Funds' futures transactions will be entered into for traditional hedging
purposes -- i.e., futures contracts will be sold to protect against a decline in
the price of securities (or the currency in which they are denominated) that the
respective Fund owns, or futures contracts will be purchased to protect the
respective Fund against an increase in the price of securities (or the currency
in which they are denominated) it intends to purchase. As evidence of this
hedging intent, each Fund expects that on 75% or more of the occasions on which
it takes a long futures or option position (involving the purchase of futures
contracts), the Fund will have purchased, or will be in the process of
purchasing, equivalent amounts of related securities or assets denominated in
the related currency in the cash market at the time when the futures or option
position is closed out. However, in
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particular cases, when it is economically advantageous for a Fund to do so, a
long futures position may be terminated or an option may expire without the
corresponding purchase of securities or other assets.
As an alternative to literal compliance with the bona fide hedging
definition, a CFTC regulation permits the Funds to elect to comply with a
different test, under which the sum of the amounts of initial margin deposits on
a Fund's existing non-hedging futures contracts and premiums paid for options on
futures entered into for non-hedging purposes (net of the amount the positions
are "in the money") would not exceed 5% of the market value of that Fund's total
assets. The Funds will engage in transactions in futures contracts and related
options only to the extent such transactions are consistent with the
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), for
maintaining their qualifications as regulated investment companies for federal
income tax purposes.
Transaction costs associated with futures contracts and related options
involve brokerage costs, require margin deposits and, in the case of contracts
and options obligating the Funds to purchase securities or currencies, require
the Funds to segregate assets to cover such contracts and options.
While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
while the Funds may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency exchange
rates may result in a poorer overall performance for the Funds than if they had
not entered into any futures contracts or options transactions. In the event of
an imperfect correlation between a futures position and a portfolio position
which is intended to be protected, the desired protection may not be obtained
and the Funds may be exposed to risk of loss. It is not possible to hedge fully
or perfectly against the effect of currency fluctuations on the value of foreign
securities because currency movements impact the value of different securities
in differing degrees.
Other Policies and Risks
With the exception of Gold Shares, it is the policy of each of the Funds
not to concentrate its investments in securities of companies in any particular
industry. In the opinion of the staff of the Securities and Exchange Commission
(the "Commission"), investments are deemed to be concentrated in a particular
industry if such investments constitute 25% or more of the Fund's total assets.
Gold Shares' concentration in the securities of companies engaged in the mining,
processing or sale of gold and other precious metals presents risks which are
not presented in portfolios which diversify their investments over many
industries. Gold Shares will not concentrate its investment in any other
industry. The 1940 Act provides that the policy of each Fund with respect to
concentration is a fundamental policy.
Gold Shares may invest in the securities of foreign governments, their
agencies and instrumentalities ("foreign government securities") but has no
present intention to invest more than 5% of its total assets in such securities.
Gold Shares will limit its investment in foreign government securities to those
rated at least investment grade, i.e., Baa by Moody's Investor Service, Inc. or
BBB by Standard & Poor's Ratings Group or, if unrated, determined by PMC to be
of comparable quality. See the Appendix for a description of the ratings.
Investment in foreign government securities entails certain risks similar to
those of investing in foreign companies as set forth in the Prospectus and the
additional risk that the foreign government will repudiate its underlying
obligation or alter any favorable tax treatment associated with the obligation.
With respect to liquidity determinations generally, the Board of Trustees
has the ultimate responsibility for determining whether specific securities are
liquid or illiquid. The Board has delegated the function of making day to day
determinations of liquidity to PMC, pursuant to guidelines reviewed by the
Trustees. PMC takes into account a number of factors in reaching liquidity
decisions. These factors may include but are not limited to: (i) the frequency
of trading in
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the security; (ii) the number of dealers who make quotes in the securities;
(iii) the number of dealers who have undertaken to make a market in the
security; (iv) the number of potential purchasers; and (v) the nature of the
security and how trading is effected (e.g., the time needed to sell the
security, how offers are solicited and the mechanics of transfer). PMC will
monitor the liquidity of securities in each Fund's portfolio and report
periodically on such decisions to the Trustees.
Investment Restrictions
Fundamental Investment Restrictions. The following list presents the
fundamental investment restrictions applicable to the Funds. These restrictions
cannot be changed for a particular Fund unless a majority of the outstanding
shares (as such vote is defined in Section 2(a)(42) of the 1940 Act) of such
Fund approve the change.
A Fund may not:
(1) 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);
(2) invest in real estate or interests therein, excluding readily
marketable securities of companies that invest in real estate or real estate
investment trusts (as provided in non- fundamental investment restriction no.
1);
(3) invest in commodities or commodity contracts, except interest rate
futures contracts, options on securities, securities indices, currency and other
financial instruments, futures contracts on securities, securities indices,
currency and other financial instruments and options on such futures contracts,
forward foreign currency exchange contracts, forward commitments, securities
index put or call warrants, interest rate swaps, caps and floors and repurchase
agreements entered into in accordance with the Fund's investment policies.
(4) purchase securities of an issuer (other than the U.S. Government, its
agencies or instrumentalities), if such purchase would at the time result in
more than 10% of the outstanding voting securities of such issuer being held by
the Fund.
(5) make loans, provided that (i) the purchase of debt securities pursuant
to a Fund's investment objectives shall not be deemed loans for the purposes of
this restriction; (ii) loans of portfolio securities as described, from time to
time, under "Lending of Portfolio Securities" shall be made only in accordance
with the terms and conditions therein set forth and (iii) in seeking a return on
temporarily available cash a Fund may engage in repurchase transactions as
described in the Prospectus;
(6) issue senior securities, except as permitted by restrictions nos. 1, 3
and 5 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 Fund's investment policies, and the pledge,
mortgage or hypothecation of the Fund's assets within the meaning of fundamental
restriction no. 8 below are not deemed to be senior securities.
(7) act as an underwriter, except as it may be deemed to be an underwriter
in a sale of restricted securities; or
(8) guarantee the securities of any other company, or mortgage, pledge,
hypothecate, assign or otherwise encumber as security for indebtedness its
securities or receivables in an amount exceeding the amount of the borrowing
secured thereby.
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As long as the Funds are registered in the Federal Republic of Germany,
Austria or Switzerland, no Fund may without the prior approval of its
shareholders:
(i) invest in the securities of any other domestic or foreign investment
company or investment fund, except in connection with a plan of merger or
consolidation with or acquisition of substantially all the assets of such other
investment company or investment fund;
(ii) purchase or sell real estate, or any interest therein, and real estate
mortgage loans, except that a Fund may invest in securities of corporate or
governmental entities secured by real estate or marketable interests therein or
securities issued by companies (other than real estate limited partnerships,
real estate investment trusts and real estate funds) that invest in real estate
or interests therein;
(iii) borrow money in amounts exceeding 10% of a Fund's total assets
(including the amount borrowed) taken at market value;
(iv) pledge, mortgage or hypothecate its assets in amounts exceeding 10% of
a Fund's total assets taken at market value;
(v) purchase securities on margin or make short sales; or
(vi) redeem its securities in-kind.
Further, as long as the Funds are registered in Switzerland, no Fund may
without the prior approval of its shareholders:
(a) purchase gold or silver bullion, coins or other precious metals or
purchase or sell futures contracts or options on any such precious metals;
(b) invest more than 10% of its total assets in the securities of any one
issuer; provided, however, that this restriction does not apply to cash items
and U.S. Government securities;
(c) write (sell) uncovered calls or puts or any combination thereof or
purchase, in an amount exceeding 5% of its assets, calls, puts, straddles,
spreads or any combination thereof; or
(d) invest more than 5% of its total assets in financial instruments that
are used for non-hedging purposes and which have a leverage effect.
Non-fundamental Investment Restrictions. The following restrictions have
been designated as non-fundamental and may be changed by a vote of the Trust's
Board of Trustees without approval of shareholders.
A Fund may not:
(1) purchase securities for the purpose of controlling management of other
companies;
(2) purchase or retain the securities of any company if officers of the
Trust or Trustees of the Trust, or officers and directors of its adviser or
principal underwriter, individually own more than one-half of 1% of the
securities of such company or collectively own more than 5% of the securities of
such company; or
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(3) invest in any security, including any repurchase agreement maturing in
more than seven days, which is illiquid, if more than 15% of the total assets of
the Fund, taken at market value, would be invested in such securities.
In addition to the foregoing restrictions, at least 75% of the value of
each Fund's total assets must be represented by cash and cash items, government
securities, securities of other investment companies, and other securities for
the purpose of this calculation limited in respect of any one issuer to an
amount not greater in value than 5% of the value of the total assets of a Fund
and to not more than 10% of the outstanding voting securities of such issuer.
In order to register its shares in certain jurisdictions, the Trust has
agreed to adopt certain additional investment restrictions, which are
non-fundamental and which may be changed by a vote of the Trust's Board of
Trustees. Pursuant to these additional investment restrictions, a Fund may not
(i) invest more than 2% of its assets in warrants, valued at the lower of cost
or market, provided that it may invest up to 5% of its total assets, as so
valued, in warrants listed on the New York or American Stock Exchanges, (ii)
invest in interests in oil, gas or other mineral exploration or development
leases or programs, (iii) purchase the securities of any enterprise which has a
business history of less than three years, including the operation of any
predecessor business to which it has succeeded, or (iv) invest in real estate
investment trusts or real estate limited partnerships. None of the Funds intends
to borrow money during the coming year, and in any case would do so only as a
temporary measure for extraordinary purposes or to facilitate redemptions.
2. MANAGEMENT OF THE FUNDS
The Trust's Board of Trustees provides broad supervision over the affairs
of each Fund and the Trust. The officers of the Trust are responsible for each
Fund's operations. The Trustees and executive officers of the Funds are listed
below, together with their principal occupations during the past five years. An
asterisk indicates those Trustees who are interested persons of the Fund within
the meaning of the Investment Company Act of 1940, as amended (the "1940 Act").
JOHN F. COGAN, JR.*, Chairman of the Board, President and Trustee, DOB: June
1926
President, Chief Executive Officer and a Director of The Pioneer Group,
Inc. ("PGI"); Chairman and a Director of PMC and Pioneer Funds Distributor, Inc.
("PFD"); Director of Pioneering Services Corporation ("PSC"), Pioneer Capital
Corporation ("PCC") and Forest-Starma (a Russian corporation); President and
Director of Pioneer Plans Corporation ("PPC"), Pioneer Investment Corp. ("PIC"),
Pioneer Metals and Technology, Inc. ("PMT"), Pioneer International Corp.
("PIntl"), Pioneer First Russia, Inc. ("First Russia") and Pioneer Omega, Inc.
("Omega"); Chairman of the Board and Director of Pioneer Goldfields Limited
("PGL") and Teberebie Goldfields Limited; Chairman of the Supervisory Board of
Pioneer Fonds Marketing, GmbH ("Pioneer GmbH"); Member of the Supervisory Board
of Pioneer First Polish Trust Fund Joint Stock Company ("PFPT"); Chairman,
President and Trustee of all of the Pioneer mutual funds and Partner, Hale and
Dorr (counsel to the Fund).
RICHARD H. EGDAHL, M.D., Trustee, DOB: December 1926
Boston University Health Policy Institute, 53 Bay State Rd., Boston, MA 02115
Professor of Management, Boston University School of Management; Professor
of Public Health, Boston University School of Public Health; Professor of
Surgery, Boston University School of Medicine; Director, Boston University
Health Policy Institute and Boston University Medical Center; Executive Vice
President and Vice Chairman of the Board, University Hospital; Academic Vice
President for Health Affairs, Boston University; Director, Essex Investment
Management Company, Inc. (investment
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adviser), Health Payment Review, Inc. (health care containment software firm),
Mediplex Group, Inc. (nursing care facilities firm), Peer Review Analysis, Inc.
(health care facilities firm) and Springer-Verlag New York, Inc. (publisher);
Honorary Trustee, Franciscan Children's Hospital and Trustee of all of the
Pioneer mutual funds.
MARGARET B.W. GRAHAM, Trustee, DOB: May 1947
The Keep, P.O. Box 110. Little Deer Isle, ME 04650
Founding Director, Winthrop Group, Inc (consulting firm) since 1982;
Manager of Research Operations, Xerox Palo Alto Research Center, from 1991 to
1994; Professor of Operations Management and Management of Technology, Boston
University School of Management ("BUSM"), from 1989 to 1993 and Trustee of all
of the Pioneer mutual funds, except Pioneer Variable Contracts Trust.
JOHN W. KENDRICK, Trustee, DOB: July 1917
6363 Waterway Drive, Falls Church, VA 22044
Professor Emeritus and Adjunct Scholar, George Washington University;
Economic Consultant and Director, American Productivity and Quality Center,
American Enterprise Institute and Trustee of all of the Pioneer mutual funds,
except Pioneer Variable Contracts Trust.
MARGUERITE A. PIRET, Trustee, DOB: May 1948
One Boston Place, Suite 2635, Boston, MA 02108
President, Newbury, Piret & Company, Inc. (merchant banking firm) and
Trustee of all of the Pioneer mutual funds.
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.
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JOSEPH P. BARRI, Secretary, DOB: August 1946
Secretary of PGI, PMC, PPC, PIC, PIntl, PMT, First Russia, Omega and PCC;
Clerk of PFD and PSC; Partner, Hale and Dorr (counsel to the Fund) and Secretary
of all of the Pioneer mutual funds.
JOHN A. CAREY, Vice President of Pioneer Equity-Income Fund, DOB: May 1949
Vice President of PMC, Pioneer Income Fund and Pioneer Fund.
WARREN J. ISABELLE, Vice President of Pioneer Capital Growth Fund, DOB: January
1952
Director of Research and Senior Vice President of PMC and Vice President of
Pioneer Small Company Fund.
ERIC W. RECKARD, Assistant Treasurer, DOB: June 1956
Manager of Fund Accounting of PMC since May 1994, Manager of Auditing,
Compliance and Business Analysis for PGI prior to May 1994 and Assistant
Treasurer of all of the Pioneer mutual funds.
ROBERT P. NAULT, Assistant Secretary, DOB: March 1964
General Counsel and Assistant Secretary of PGI since 1995; Assistant
Secretary of PMC, PIntl, PGL, First Russia, Omega and all of the Pioneer mutual
funds; Assistant Clerk of PFD and PSC: and formerly of Hale and Dorr (counsel to
the Fund) where he most recently served as junior partner.
The Fund's Amended and Restated Declaration of Trust (the "Declaration of
Trust") provides that the holders of two-thirds of its outstanding shares may
vote to remove a Trustee of the Fund at any meeting of shareholders. See
"Description of Shares" below. The business address of all officers is 60 State
Street, Boston, Massachusetts 02109.
All of the outstanding capital stock of PFD, PMC and PSC is owned, directly
or indirectly, by PGI, a publicly-owned Delaware corporation. PMC, the Fund's
investment adviser, serves as the investment adviser for the Pioneer mutual
funds listed below and manages the investments of certain institutional
accounts.
The table below lists all the Pioneer mutual funds currently offered to the
public and the investment adviser and principal underwriter for each fund.
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
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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 New York Triple Tax-Free Fund PMC PFD
Pioneer Massachusetts Double Tax-Free Fund PMC PFD
Pioneer California Double Tax-Free Fund PMC PFD
Pioneer U.S. Government Money Fund PMC PFD
Pioneer Cash Reserves Fund PMC PFD
Pioneer Interest Shares, Inc. PMC Note 1
Pioneer Variable Contracts Trust PMC Note 2
Note 1 This fund is a closed-end fund.
Note 2 This is a series of eight separate portfolios designed to provide
investment vehicles for the variable annuity and variable life insurance
contracts of various insurance companies or for certain qualified pension
plans.
To the knowledge of the Trust, no officer or trustee of the Trust owned 5%
or more of the issued and outstanding shares of PGI on the date of this
Statement of Additional Information, except Mr. Cogan who then owned
approximately 15% of such shares. At January 31, 1996, the trustees and officers
of the Trust beneficially owned, in the aggregate, less than 1% of the
outstanding shares of each Fund. As of January 31, 1996, Merrill Lynch owned
approximately 16.27% (3,394,604) of the outstanding Class B shares of Capital
Growth Fund; PFD owned approximately 100% (5,414.185) of the outstanding Class C
shares of Capital Growth Fund; PFD owned approximately 100% (5,224.660) of the
Class C shares of Equity-Income Fund; Merrill Lynch owned approximately 7.02%
(19,560) of the outstanding Class B shares of Gold Shares; and PFD owned
approximately 100% (11,627.907) of the outstanding Class C shares of Gold
Shares.
Compensation of Officers and Trustees
The Trust pays no salaries or compensation to any of its officers.
Commencing on November 1, 1995, each Fund will pay an annual trustees' fee to
each Trustee who is not affiliated with PMC, PGI, 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 Fund, not expected to exceed
approximately $1,600 for 1996. In addition, each Fund will pay a per meeting fee
of $120 to each Trustee who is not affiliated with PMC, PGI, PFD or PSC. The
Trust also will pay an annual committee participation fee to Trustees who serve
as members of committees established to act on behalf of one or more of the of
Pioneer mutual funds. Committee fees will be 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 will receive an annual fee equal to 10%
of the aggregate annual trustees' fee, except the Committee Chair who will
receive an annual trustees' fee equal to 20% of the aggregate
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annual trustees' fee. The Audit Committee fees for each member and the Audit
Committee Chair for 1996 are expected to be approximately $6,000 and $12,000,
respectively. Members of the Pricing Committee for the Pioneer mutual funds, as
well as any other committee which renders material functional services to the
Board of Trustees for the Pioneer mutual funds, will receive an annual fee equal
to 5% of the annual trustees' fee, except the Committee Chair who will receive
an annual trustees' fee equal to 10% of the annual trustees' fee. The Pricing
Committee fees for each member and the Pricing Committee Chair for 1996 are
expected to be approximately $3,000 and $6,000, respectively. Any such fees paid
to affiliates or interested persons of PMC, PGI, PFD or PSC are reimbursed to
the Trust under its Management Contract.
For the fiscal year ended October 31, 1995, the Trust paid an annual
trustees' fee of $2,000 plus $200 per meeting attended to each Trustee not
affiliated with PMC, PFD, PSC or PGI and pays an annual trustees' fee of $500
plus expenses to each Trustee affiliated with PMC, PFD, PSC or PGI. Any such
fees and expenses paid to affiliates or interested persons of PMC, PFD, PSC or
PGI are reimbursed to the Trust under its Management Contract.
The following table sets forth certain information with respect to the
compensation of each Trustee of the Trust:
Pension or
Retirement Total
Benefits Compensation
Aggregate Accrued as from Trust and
Compensation Part of Pioneer Family
Name of Trustee from the Trust* Trust's Expenses of Funds**
John F. Cogan, Jr. $666.69 $0 $11,000
Richard H. Egdahl, M.D. $5217.67 $0 $63,315
Margaret B.W. Graham $5217.67 $0 $62,398
John W. Kendrick $5217.67 $0 $62,398
Margeurite A. Piret $6351.98 $0 $76,704
David D. Tripple $666.69 $0 $11,000
Stephen K. West $5604.00 $0 $68,180
John Winthrop $5896.82 $0 $71,199
-------- -- -------
Total $34,839.19 $0 $426,194
========== == ========
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* As of Trust's fiscal year end.
** As of December 31, 1995 (calendar year end for all Pioneer Funds).
3. INVESTMENT ADVISER
The Trust, with respect to each Fund, has contracted with PMC, 60 State
Street, Boston, Massachusetts, to act as investment adviser. A description of
the services provided to each Fund under its respective management contract and
the expenses paid by the Fund under such contract is set forth in each
Prospectus under the caption "Management of the Fund."
The term of each management contract is one year and is renewable annually
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
upon
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sixty days' written notice by vote of its Board of Directors or Trustees or a
majority of its outstanding voting securities. Pursuant to each management
contract, PMC will not be liable for any error of judgment or mistake of law or
for any loss sustained by reason of the adoption of any investment policy or the
purchase, sale or retention of any securities on the recommendation of PMC. PMC,
however, is not protected against liability by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties under the respective
management contract.
As compensation for its management services and expenses incurred, PMC is
entitled to a management fee from each Fund at the rate of 0.65% per annum of a
Fund's average daily net assets up to $300 million, 0.60% of the next $200
million, 0.50% of the next $500 million and 0.45% of any excess over $1 billion.
The fee is normally computed and accrued daily and paid monthly.
PMC has agreed not to impose any management fees and make other
arrangements, if necessary, to limit expenses for Gold Shares' Class A shares to
not more than 1.75% of such Class's average net assets. The management fee
attributable to Gold Shares' Class B and Class C shares will not be imposed to
the same extent that it is not imposed for Class A shares. This agreement is
temporary and voluntary and may be terminated at any time by PMC. PMC's expense
limitation agreement was effective with respect to Gold Shares' Class A shares
during the fiscal year ended October 31, 1995. PMC's agreements to limit
expenses with respect to Capital Growth Fund and Equity-Income Fund terminated
in 1992 and 1993, respectively. See "Expense Information" in Gold Shares'
Prospectus.
During the fiscal years ended October 31, 1995, October 31, 1994 and
October 31 1993, PMC earned management fees from the Funds, respectively, as
follows: Capital Growth Fund, $,4,584,004, $1,805,402 and $914,765; Equity-
Income Fund, $1,559,459, $1,060,828 and $589,465; Gold Shares, $174,094,
$140,960 and $45,510.
During the fiscal years ended October 31, 1995, October 31, 1994 and
October 31, 1993, the expense limitations described above resulted in a
reduction of the total management fees payable by the Funds, as follows:
Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
October 31, 1995 October 31, 1994 October 31, 1993
---------------- ---------------- ----------------
Capital Growth
Fund --- --- ---
Equity-Income
Fund --- --- ___
Gold Shares $139,498 $83,070 $45,510
4. UNDERWRITING AGREEMENT AND DISTRIBUTION PLANS
The Trust, on behalf of each Fund, entered into an Underwriting Agreement
with PFD. The Underwriting Agreement will continue from year to year if annually
approved by the Trustees. The Underwriting Agreement provides that PFD will bear
expenses for the distribution of the Trust's shares, except for expenses
incurred by PFD for which it is reimbursed by the Trust under the Plan. PFD
bears all expenses it incurs in providing services under the Underwriting
Agreement. Such expenses include compensation to its employees and
representatives and to securities dealers for distribution related services
performed for the Trust. PFD also pays certain expenses in
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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 and the laws of certain foreign
countries. 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, on behalf of each Fund, has adopted a plan of distribution
pursuant to Rule 12b-1 under the 1940 Act with respect to each Class of shares
of the Funds (the "Class A Plan", "Class B Plan", and "Class C Plan", and,
together, the "Plans").
Class A Plan
Pursuant to the Class A Plan a Fund may reimburse PFD for its expenditures
in financing any activity primarily intended to result in the sale of Fund
shares. Certain categories of such expenditures have been approved by the Board
of Trustees and are set forth in each Prospectus. See "Distribution Plans" in
each Prospectus. The expenses of each Fund pursuant to the Class A Plan are
accrued on a fiscal year basis and may not exceed, with respect to Class A
shares, the annual rate of .25% of a Fund's average annual net assets
attributable to Class A shares.
Class B Plan
The Class B Plan provides that a Fund shall pay PFD, as the Fund's
distributor for its Class B shares, a daily distribution fee equal on an annual
basis to 0.75% of the Fund's average daily net assets attributable to Class B
shares and will pay PFD a service fee equal to 0.25% of the Fund's average daily
net assets attributable to Class B shares (which PFD will in turn pay to
securities dealers which enter into a sales agreement with PFD at a rate of up
to 0.25% of the Fund's average daily net assets attributable to Class B shares
owned by investors for whom that securities dealer is the holder or dealer of
record). This service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class B shares. PFD will advance to dealers the first-year service fee at a
rate equal to 0.25% of the amount invested. As compensation therefor, PFD may
retain the service fee paid by the Fund with respect to such shares for the
first year after purchase. Dealers will become eligible for additional service
fees with respect to such shares commencing in the thirteenth month following
purchase. Dealers may from time to time be required to meet certain other
criteria in order to receive service fees. PFD or its affiliates are entitled to
retain all service fees payable under the Class B Plan for which there is no
dealer of record or for which qualification standards have not been met as
partial consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.
The purpose of distribution payments to PFD under the Class B Plan is to
compensate PFD for its distribution services to the Funds. 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 ("CDSC")
attributable to Class B shares. (See "Distribution Plans" in the Prospectus).
Class C Plan
The Class C Plan provides that a Fund will pay PFD, as the Fund's
distributor for its Class C shares, a distribution fee accrued daily and paid
quarterly, equal on an annual basis to 0.75% of the Fund's average daily net
assets attributable to Class C shares and will pay PFD a service fee equal to
0.25% of the Fund's average daily net assets attributable to Class C shares. PFD
will in turn pay to securities dealers which enter into a sales agreement with
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PFD a distribution fee and a service fee at rates of up to 0.75% and 0.25%,
respectively, of each Fund's average daily net assets attributable to Class C
shares owned by investors for whom that securities dealer is the holder or
dealer of record. The service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class C shares. PFD will advance to dealers the first-year service fee at a
rate equal to 0.25% of the amount invested. As compensation therefor, PFD may
retain the service fee paid by the Fund with respect to such shares for the
first year after purchase. Commencing in the thirteenth month following a
purchase of Class C shares, dealers will become eligible for additional service
fees at a rate of up to 0.25% of the amount invested and additional compensation
at a rate of up to 0.75% of the amount invested with respect to such shares.
Dealers may from time to time be required to meet certain other criteria in
order to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class C Plan for which there is no dealer of
record or for which qualification standards have not been met as partial
consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.
The purpose of distribution payments to PFD under the Class C Plan is to
compensate PFD for its distribution services with respect to the Class C shares
of the Funds. PFD pays commissions to dealers as well as expenses of printing
prospectuses and reports used for sales purposes, expenses with respect to the
preparation and printing of sales literature and other distribution-related
expenses, including, without limitation, the cost necessary to provide
distribution-related services, or personnel, travel office expenses and
equipment. The Class C Plan also provides that PFD will receive all CDSCs
attributable to Class C shares. (See "Distribution Plans" in the Prospectuses.)
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 each of the Funds 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 had or
have any direct or indirect financial interest in the operation of the Plans),
cast in person at a meeting called for the purpose of voting on the Plans. In
approving the Plans, the Trustees identified and considered a number of
potential benefits which the Plans may provide. The Board of Trustees believes
that there is a reasonable likelihood that the Plans will benefit each Fund and
their 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 Fund 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 a Fund (as defined in the 1940 Act). A Plan will automatically terminate in
the event of its assignment (as defined in the 1940 Act).
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During the fiscal year ended October 31, 1995, each Fund incurred total
distribution fees pursuant to the Fund's Class A Plan and Class B Plan,
respectively, as follows: Capital Growth Fund, $1,493,206 and $1,609,246;
Equity-Income Fund, $516,430 and $333,963; and Gold Shares, $55,852 and $14,660.
The distribution fees were paid by each Fund to PFD in reimbursement of expenses
related to servicing of shareholder accounts and to compensating dealers and
sales personnel. The Funds had not incurred any distribution fees pursuant to
the Class C Plan. Class C shares were first offered January 31, 1996.
5. SHAREHOLDER SERVICING/TRANSFER AGENT
The Trust, on behalf of the Funds, 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 upon ninety days' written notice by vote of its
Board of Directors or Trustees or a majority of its outstanding voting
securities.
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 $22.00 per each Class A, Class B and Class C
shareholder account from each Fund as compensation for the services described
above. PSC is also reimbursed by each Fund for its cash out-of-pocket
expenditures. The annual fee is set at an amount determined by vote of a
majority of the Trustees (including a majority of the Trustees who are not
parties to the contract with PSC or interested persons of any such parties) to
be comparable to fees for such services being paid by other investment
companies.
6. CUSTODIAN
Brown Brothers Harriman & Co. (the "Custodian") is the custodian of each
Fund's assets. The Custodian's responsibilities include safekeeping and
controlling each Fund's cash and securities, handling the receipt and delivery
of securities, and collecting interest and dividends on each Fund's investments.
The Custodian does not determine the investment policies of any of the Funds or
decide which securities a Fund will buy or sell. Each Fund may, however, invest
in securities, including repurchase agreements, issued by the Custodian and may
deal with the Custodian as a principal in securities transactions. Portfolio
securities may be deposited into the Federal Reserve-Treasury Department Book
Entry System or the Depository Trust Company.
7. PRINCIPAL UNDERWRITER
PFD serves as the principal underwriter for the Trust in connection with
the continuous offering of the Class A, Class B and Class C shares of each Fund.
During the fiscal years ended October 31, 1995, October 31, 1994 and October 31,
1993, net underwriting commissions paid to PFD in connection with the offering
of Class A shares of the Trust were, respectively, approximately $13,577,000,
$710,655 and $399,113 for Capital Growth Fund; $2,615,000, $314,836 and $405,311
for Equity-Income Fund; and $232,000, $68,180 and $39,614 for Gold Shares.
Commissions reallowed to dealers during the same periods were approximately
$11,803,000, $5,774,128 and $2,969,000 for Capital Growth Fund; $2,368,000,
$2,401,554.39 and $3,374,000 for Equity-Income Fund; and $200,000, $460,376 and
$267,000 for Gold Shares.
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
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reorganization, statutory merger, or other acquisition of portfolio securities
(other than municipal debt securities issued by state political subdivisions or
their agencies or instrumentalities) provided (i) the securities meet the
investment objectives and policies of the Trust; (ii) the securities are
acquired by the Trust for investment and not for resale; (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 the NASDAQ National Market.
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 Commission.
9. PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each Fund by PMC pursuant to authority contained in the Fund's
management contract. In selecting brokers or dealers, PMC will consider various
relevant factors, including, but not limited to, the size and type of the
transaction; the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability, and
financial condition of the dealer; the dealer's execution services rendered on a
continuing basis; and the reasonableness of any dealer spreads.
PMC may select broker-dealers which provide brokerage and/or research
services to the Funds and/or other investment companies managed by PMC. In
addition, if PMC determines in good faith that the amount of commissions charged
by a broker-dealer is reasonable in relation to the value of the brokerage and
research services provided by such broker, a Fund may pay commissions to such
broker-dealer in an amount greater than the amount another firm may charge. Such
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; furnishing analyses and
reports concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and performance of accounts; and effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement). PMC maintains a listing of broker-dealers who provide such services
on a regular basis. However, because it is anticipated that many transactions on
behalf of the Funds and other investment companies managed by PMC are placed
with broker-dealers (including broker-dealers on the listing) without regard to
the furnishing of such services, it is not possible to estimate the proportion
of such transactions directed to such dealers solely because such services were
provided.
The research received from broker-dealers may be useful to PMC in rendering
investment management services to the Trust as well as other investment
companies managed by PMC, although not all such research may be useful to the
Fund. Conversely, such information provided by brokers or dealers who have
executed transaction orders on behalf of such other PMC clients may be useful to
PMC in carrying out its obligations to the Trust. The receipt of such research
has not reduced PMC's normal independent research activities; however, it
enables PMC to avoid the additional expenses which might otherwise be incurred
if it were to attempt to develop comparable information through its own staff.
In circumstances where two or more broker-dealers offer comparable prices
and executions, preference may be given to a broker-dealer which has sold shares
of the Fund as well as shares of other investment companies or accounts managed
by PMC. This policy does not imply a commitment to execute all portfolio
transactions through all broker-dealers that sell shares of the Fund.
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The Trustees periodically review PMC's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
Trust.
In addition to the Trust, PMC acts as investment adviser or subadviser to
other Pioneer mutual funds and certain private accounts with investment
objectives similar to those of the Funds. Securities frequently meet the
investment objectives of the Funds, such other funds and such private accounts.
In such cases, the decision to recommend a purchase to 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 fund or
account presently has in a particular industry and the availability of
investment funds in each fund or account.
It is possible that at times identical securities will be held by more than
one fund and/or account. However, positions in the same issue may vary and the
length of time that any fund or account may choose to hold its investment in the
same issue may likewise vary. To the extent that more than one of the Funds,
another Pioneer mutual fund or a private account managed by PMC may not be able
to acquire as large a position in such security as it desires, it may have to
pay a higher price for the security. Similarly, a 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 Fund or account, the
resulting participation in volume transactions could produce better executions
for the Fund or the account. In the event 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.
During the fiscal years ended October 31, 1995, October 31, 1994 and
October 31, 1993, each Fund paid aggregate brokerage and underwriting
commissions, respectively, as follows: Capital Growth Fund, $2,490,466,
$1,371,516 and $1,886,025; Equity-Income Fund, $188,346, $208,839.20 and
$418,512; and Gold Shares, $15,970, $75,307.93 and $40,020.
10. TAX STATUS AND DIVIDENDS
Each Fund is treated as a separate entity for accounting and tax purposes.
It is each Fund's policy to meet the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a
regulated investment company. These requirements relate to the sources of a
Fund's income, the diversification of its assets, and the timing of its
distributions to shareholders. If a Fund meets all such requirements and
distributes to its shareholders, in accordance with the Code's timing
requirements, all investment company taxable income and net capital gain, if
any, which it receives, the Fund will be relieved of the necessity of paying
federal income tax.
In order to qualify as a registered investment company under Subchapter M,
a Fund must, among other things, derive at least 90% of its gross income for
each taxable year from dividends, interest, payments with respect to securities
loans, gains from the sale or other disposition of stock, securities or foreign
currencies, or other income (including gains from options, futures or forward
contracts) derived with respect to its business of investing in such stock,
securities or currencies (the "90% income test"), limit its gains from the sale
of stock, securities and certain other investments held for less than three
months to less than 30% of its annual gross income (the "30% test") and satisfy
certain quarterly diversification and periodic income distribution requirements.
Any gain realized by Gold Shares upon the sale of investments in gold or silver
bullion, coins or other precious metals does not constitute income satisfying
the 90% income test, and such investments are not considered diversified
securities for purposes of the diversification requirements. Gold Shares will
monitor such investments to ensure compliance with these tests.
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Dividends from investment company taxable income, which includes net
investment income, net short-term capital gain in excess of net long-term
capital loss, and certain net foreign exchange gains are taxable as ordinary
income, whether received in cash or in additional shares. Dividends from net
long-term capital gain in excess of net short-term capital loss, if any, whether
received in cash or additional shares, are taxable to a Fund's shareholders as
long-term capital gains for federal income tax purposes without regard to the
length of time shares of the Fund have been held. The federal income tax status
of all distributions will be reported to shareholders annually.
Any dividend declared by a Fund in October, November or December as of a
record date in such a month and paid during the following January will be
treated for federal income tax purposes as received by shareholders on December
31 of the calendar year in which it is declared.
Foreign exchange gains and losses realized by a Fund in connection with
certain transactions involving foreign currency-denominated debt securities,
certain options and futures contracts relating to foreign currency, forward
foreign currency contracts, foreign currencies, or payables or receivables
denominated in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income and
losses and may affect the amount, timing and character of distributions to
shareholders. Any such transactions that are not directly related to the Fund's
investment in stock or securities may increase the amount of gain it is deemed
to recognize from the sale of certain investments held for less than 3 months
for purposes of the 30% test, and may under future Treasury regulations produce
income not among the types of "qualifying income" for purposes of the 90% income
test. If the net foreign exchange loss for a year were to exceed the Fund's
investment company taxable income (computed without regard to such loss) the
resulting overall ordinary loss for such year would not be deductible by the
Fund or its shareholders in future years.
If a Fund acquires stock in certain non-U.S. corporations that receive at
least 75% of their annual gross income from passive sources (such as interest,
dividends, rents, royalties or capital gain) or hold at least 50% of their
assets in investments producing such passive income ("passive foreign investment
companies"), the Fund could be subject to Federal income tax and additional
interest charges on "excess distributions" received from such companies or gain
from the sale of stock in such companies, even if all income or gain actually
received by the Fund is timely distributed to its shareholders. The Fund would
not be able to pass through to its shareholders any credit or deduction for such
a tax. Certain elections may, if available, ameliorate these adverse tax
consequences but any such election would require a Fund to recognize taxable
income or gain without the concurrent receipt of cash. Each Fund may limit
and/or manage its holdings in passive foreign investment companies to minimize
its tax liability or maximize its return from these investments.
At the time of an investor's purchase of Fund shares, a portion of the
purchase price is often attributable to realized or unrealized appreciation in
the Fund's portfolio or undistributed taxable income of the Fund. Consequently,
subsequent distributions from such appreciation or income may be taxable to such
investor even if the net asset value of the investor's shares is, as a result of
the distributions, reduced below the investor's cost for such shares and the
distributions in reality represent a return of a portion of the investment.
Redemptions and exchanges are taxable events. Any loss realized upon the
redemption or other disposition of shares with a tax holding period of six
months or less will be treated as a long-term capital loss to the extent of any
amounts treated as distributions of long-term capital gain with respect to such
shares.
In addition, if Class A shares redeemed or exchanged have been held for
less than 91 days, (1) in the case of a reinvestment at net asset value 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 is not included in
their tax basis under the Code, to the extent a sales charge that would
otherwise apply to the shares received is reduced pursuant to the exchange
privilege. In either case, the portion of the sales charge not included in the
tax basis of the shares redeemed or surrendered in an exchange is included in
the tax basis of the
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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 same Fund (including pursuant to automatic dividend reinvestments) within a
period of 61 days beginning 30 days before and ending 30 days after a redemption
or other sale of shares.
For federal income tax purposes, a Fund is permitted to carry forward a net
capital loss in any year to offset capital gains, if any, during the eight years
following the year of the loss. To the extent subsequent capital gains are
offset by such losses, they would not result in federal income tax liability to
such Fund and are not expected to be distributed as such to shareholders. On
October 31, 1995, Gold Shares had capital loss carryforwards of $72,050 which
will expire in 2001.
Options written or purchased and futures contracts entered into by a Fund
on certain securities, securities indices and foreign currencies, as well as
certain foreign currency forward contracts, may cause the Fund to recognize
gains or losses from marking-to-market at the end of its taxable year even
though such options may not have lapsed, been closed out, or exercised or such
futures or forward contracts may not have been closed out or disposed of and may
affect the characterization as long-term or short-term of some capital gains and
losses realized by the Fund. Certain options, futures and forward contracts on
foreign currency may be subject to Section 988, described above, and accordingly
produce ordinary income or loss. Losses on certain options, futures or forward
contracts and/or offsetting positions (portfolio securities or other positions
with respect to which a Fund's risk of loss is substantially diminished by one
or more options, futures or forward contracts) may also be deferred under the
tax straddle rules of the Code, which may also affect the characterization of
capital gains or losses from straddle positions and certain successor positions
as long-term or short-term. The tax rules applicable to options, futures,
forward contracts and straddles may affect the amount, timing and character of a
Fund's income and loss and hence of its distributions to shareholders. Certain
tax elections may be available that would enable a Fund to ameliorate some
adverse effects of the tax rules described in this paragraph.
For purposes of the 70% dividends-received deduction available to
corporations, dividends received by a Fund, if any, from U.S. domestic
corporations in respect of any share of stock with a tax holding period of at
least 46 days (91 days in the case of certain preferred stock) held in an
unleveraged position and distributed and designated by the Fund may be treated
as qualifying dividends. Any corporate shareholder should consult its tax
adviser regarding the possibility that its tax basis in its shares may be
reduced, for federal income tax purposes, by reason of "extraordinary dividends"
received with respect to the shares. Corporate shareholders must meet the
minimum holding period requirement stated above (46 or 91 days), taking into
account any holding-period reductions from certain hedging or other transactions
that diminish risk of loss, with respect to their Fund shares in order to
qualify for the deduction and, if they borrow to acquire Fund shares, may be
denied a portion of the dividends-received deduction. The entire qualifying
dividend, including the otherwise deductible amount, will be included in
determining the excess (if any) of a corporation's adjusted current earnings
over its alternative minimum taxable income, which may increase a corporation's
alternative minimum tax liability.
Capital Growth Fund and Gold Shares may be subject to withholding and other
taxes imposed by foreign countries with respect to investments in those
countries. Tax conventions between certain countries and the U.S. may reduce or
eliminate such taxes in some cases. Capital Growth Fund does not expect to
satisfy the requirements for passing through to shareholders their pro rata
shares of foreign taxes paid by such Fund, with the result that its shareholders
will not include such taxes in their gross incomes and will not be entitled to a
tax deduction or credit for such taxes on their own tax returns. As described in
its Prospectus, Gold Shares may satisfy such requirements and, if it does, may
pass through to its shareholders their pro rata shares of the qualified foreign
taxes it pays, in which case such shareholders would be required to include such
taxes in their gross incomes (in addition to dividends and distributions
actually received by the shareholders) and may be entitled to a tax deduction or
credit for their shares of such taxes, subject to certain limitations under the
Code.
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Qualified foreign taxes generally include taxes that would be treated as
income taxes under U.S. tax regulations but do not include most other taxes,
such as stamp taxes, securities transaction taxes, and similar taxes. If Gold
Shares makes the election described above, shareholders may deduct their pro
rata portion of qualified foreign taxes paid by the Fund in computing their
income subject to U.S. federal income taxation or, alternatively, use them as
foreign tax credits, subject to applicable limitations under the Code, against
their U.S. federal income taxes. Shareholders who do not itemize deductions for
federal income tax purposes will not, however, be able to deduct their pro rata
portion of qualified foreign taxes paid by the Fund, although such shareholders
will be required to include their shares of such taxes in gross income.
If Gold Shares makes this election and a shareholder chooses to take a
credit for the foreign taxes deemed paid by such shareholder, the amount of the
credit that may be claimed in any year may not exceed the same proportion of the
U. S. tax against which such credit is taken which the shareholder's taxable
income from foreign sources (but not in excess of the shareholder's entire
taxable income) bears to his entire taxable income. For this purpose, long-term
and short-term capital gains the Fund realizes and distributes to shareholders
will generally not be treated as income from foreign sources in their hands, nor
will distributions of certain foreign currency gains subject to Section 988 of
the Code and of any other income realized by the Fund that is deemed, under the
Code, to be U.S. source income in the hands of the Fund. This foreign tax credit
limitation may also be applied separately to certain specific categories of
foreign-source income and the related foreign taxes. As a result of these rules,
which have different effects depending upon each shareholder's particular tax
situation, certain shareholders may not be able to claim a credit for the full
amount of their proportionate share of the foreign taxes paid by the Fund.
Shareholders who are not liable for U. S. income taxes, including tax-exempt
shareholders, will ordinarily not benefit from this election. If the Fund does
make the election, it will provide required tax information to shareholders. If
the Fund does not make the election, it may deduct such taxes in computing its
income available for distribution to shareholders to satisfy applicable tax
distribution requirements.
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.
Each Fund is not subject to Massachusetts corporation franchise or excise
taxes and, provided that it qualifies as a regulated investment company under
the Code, also will not be required to pay any Massachusetts income tax.
Federal law requires that each Fund withhold (as "backup withholding") 31%
of reportable payments, including dividends, capital gain dividends, and the
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
Account Applications, or on separate W-9 Forms, that the Social Security Number
or other Taxpayer Identification Number they provide is their correct number and
that they are not currently subject to backup withholding, or that they are
exempt from backup withholding. A Fund may nevertheless be required to withhold
if it receives notice from the IRS or a broker that the number provided is
incorrect or backup withholding is applicable as a result of previous
underreporting of interest or dividend income.
The description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents and U.S.
domestic 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 particular types 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. nonresident alien
withholding tax (or nonresident alien withholding tax at a lower treaty rate) on
amounts treated as ordinary dividends from a Fund and, unless an effective IRS
Form W-8 or authorized substitute is on file, to 31% backup withholding on
certain other payments from such Fund. Shareholders should consult their own tax
advisers on these matters and on state, local and other applicable tax laws.
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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 which may be divided into such separate series as the Trustees may
establish. In addition to the three Funds, the Trustees may establish additional
series of shares, 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 each of the Trust's three Funds, Class A, Class B and Class C shares.
Each share of a class of a Fund represents an equal proportionate interest in
the assets of that Fund allocable to that class. Upon liquidation of the Trust,
shareholders of each class of a Fund are entitled to share pro rata in that
Fund's net assets allocable to such class available for distribution to
shareholders. The Trust reserves the right to create and issue additional series
or classes of shares, in which case the shares of each class of a series would
participate equally in the earnings, dividends and assets allocable to that
class of the particular series.
The shares of each Fund are entitled to vote separately to approve
investment advisory agreements or changes in investment restrictions, but
shareholders of all series vote together in the election and selection of
Trustees and accountants. Shares of all Funds vote together as a class on
matters that affect all of the Funds in substantially the same manner. As to
matters affecting a single Fund or class, shares of such Fund or class will vote
separately.
Although Trustees are not elected annually by the shareholders,
shareholders have, under certain circumstances, the right to remove one or more
Trustees. The Trust's Declaration of Trust provides that the holders of
two-thirds of its outstanding shares may vote to remove a Trustee at any special
meeting of shareholders. Special meetings of the shareholders of the Trust shall
be called by the Trustees upon the written request of shareholders owning at
least one-tenth of the outstanding shares. Whenever ten or more shareholders,
meeting the qualifications set forth in Section 16(c) of the 1940 Act, seek the
opportunity of furnishing materials to the other shareholders with a view to
obtaining signatures on such a request for a meeting, the Trustees shall comply
with the provisions of Section 16(c) with respect to providing such shareholders
access to the list of the shareholders of record of the Trust or the mailing of
such materials to such shareholders of record. No amendment that adversely
affects 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 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.
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The Declaration of Trust further provides that the Trust shall indemnify
each of its Trustees and officers against liabilities and expenses reasonably
incurred by them, in connection with, or arising out of, any action, suit or
proceeding, threatened against or otherwise involving such Trustee or officer,
directly or indirectly, by reason of being or having been a Trustee or officer
of the Trust. The Declaration of Trust does not authorize the Trust to indemnify
any Trustee or officer against any liability to which he or she would otherwise
be subject by reason of or for willful misfeasance, bad faith, gross negligence
or reckless disregard of such person's duties.
13. LETTER OF INTENTION
Purchases in a Fund of $50,000 or over 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 Fund Shares" in each Prospectus. For example, a
person who signs a Letter of Intention providing for a total investment in Class
A shares of $50,000 over a 13-month period would be charged at the 4.50% 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 the shares of record he holds in the Trust and in all other
Pioneer mutual funds except Pioneer Money Market Trust as of the date of the
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 Class A shares having a
purchase price equal to 5% of the stated investment specified 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 carefully read the provisions of the Letter of Intention set forth in the
Account Application 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 any Fund
deposited by the applicant under this SWP. The applicant must deposit or
purchase for deposit with PSC shares of a Fund having a total value of not less
than $10,000. Periodic checks of $50 or more will be deposited monthly or
quarterly directly into a bank account designated by the applicant or will be
sent by check to the applicant, or any person designated by him monthly or
quarterly. Withdrawals are limited to 10% of the value of the account at the
time the SWP is implemented if a CDSC applies.
Any income dividends or capital gains distributions on shares under the SWP
will be credited to the Plan account on the payment date in full and fractional
shares at the net asset value per share in effect on the record date.
SWP payments are made from the proceeds of the redemption of shares
deposited under the SWP in a SWP account. To the extent that such redemptions
for periodic withdrawals exceed dividend income reinvested in the SWP account,
such redemptions will reduce and may ultimately exhaust the number of shares
deposited in the Plan account. Redemptions are taxable transactions to
shareholders. In addition, the amounts received by a shareholder cannot be
considered as yield or income on his or her investment because part of such
payments may be a return of his or her investment.
The SWP may be terminated at any time (1) by written notice to PSC or from
PSC to the shareholder; (2) upon receipt by PSC of appropriate evidence of the
shareholder's death; or (3) when all shares under the Plan have been redeemed.
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15. DETERMINATION OF NET ASSET VALUE
The net asset value per share of each class of each Fund is determined as
of the close of regular trading on the New York Stock Exchange (the "Exchange")
(currently 4:00 p.m., Eastern Time) on each day on which the Exchange is open
for trading. As of the date of this Statement of Additional Information, the
Exchange is open for trading every weekday except for the following holidays:
New Year's Day, 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 each Fund is also determined on any other day in which the level
of trading in its portfolio securities is sufficiently high that the current net
asset value per share might be materially affected by changes in the value of
its portfolio securities. A Fund is not required to determine its net asset
value per share on any day in which no purchase orders for the shares of the
Fund become effective and no shares are tendered for redemption.
The net asset value per share of each class of each Fund is computed by
taking the value of all of the Fund's assets attributable to a class, less the
Fund'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 a Fund are accrued daily.
Securities that have not traded on the date of valuation or securities for
which sales prices are not generally reported are valued at the mean between the
last bid and asked prices. Securities for which no market quotations are readily
available (excluding those whose trading has been suspended) will be valued at
fair value as determined in good faith by the Board of Trustees, although the
actual computations may be made by persons acting pursuant to the direction of
the Board of Trustees.
Each Fund's maximum offering price per Class A share is determined by
adding the maximum sales charge to the net asset value per Class A share. Class
B and Class C shares are offered at net asset value without the imposition of an
initial sales charge.
16. INVESTMENT RESULTS
Quotations, Comparisons, and General Information
From time to time, in advertisements, in sales literature, or in reports to
shareholders, the past performance of each Fund may be illustrated and/or
compared with that of other mutual funds with similar investment objectives, and
to stock or other relevant indices. For example, total return of a Fund's
classes may be compared to rankings prepared by Lipper Analytical Services,
Inc., a widely recognized independent service which monitors mutual fund
performance; the Standard & Poor's 500 Stock Index ("S&P 500"), an index of
unmanaged groups of common stock; the Dow Jones Industrial Average, a recognized
unmanaged index of common stocks of 30 industrial companies listed on the New
York Stock Exchange; or The Frank Russell Indexes ("Russell 1000," "2000,"
"2500," "3000,") or the Wilshire Total Market Value Index ("Wilshire 5000"), two
recognized unmanaged indexes of broad based common stocks.
In addition, the performance of the classes of a Fund 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, Consumers Digest, Consumer Reports, Financial
World, Forbes, Fortune, Investors Business Daily, Kiplinger's Personal Finance
Magazine, Money Magazine, New York Times, Smart Money, USA Today, U.S. News and
World Report, The Wall Street Journal, and Worth may also be cited (if a Fund is
listed in any such publication) or used for comparison, as well as performance
listings and rankings from various other sources including Bloomberg Financial
Markets, CDA/Wiesenberger, Donoghue's Mutual Fund Almanac, Investment Company
Data, Inc., Johnson's Charts, Kanon Bloch Carre and Co., Lipper Analytical
Services, Inc., Micropal, Inc., Morningstar, Inc., Schabacker Investment
Management and Towers Data Systems, Inc.
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<PAGE>
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 a Fund.
In addition to any of the foregoing performance listings and rankings,
performance of Gold Shares' classes may be measured against such indices as the
London Gold Prices, the Toronto Gold Index, the Australian Gold Index and the
Financial Times Gold Mining Shares Index. Gold Shares may also present
historical information on the production and usage of gold. See Appendix A.
The Funds may also present, from time to time, historical information
depicting the value of a hypothetical account in one or more classes of a Fund
since such Fund's inception.
In presenting investment results, each Fund 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.
One of the primary methods used to measure the performance of a class of a
Fund 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
such Fund, over any period up to the lifetime of that class of such Fund. 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.
Each of the Funds' average annual total return quotations for each of its
classes as that information may appear in each Fund's Prospectus, this Statement
of Additional Information or in advertising are calculated by standard methods
prescribed by the Securities and Exchange Commission.
Standardized Average Annual Total Return Quotations
Average annual total return quotations for Class A, Class B, and Class C
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:
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P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1,000, less the
maximum sales load of $57.50 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 $1000
initial payment made at the beginning of the
designated period (or fractional portion thereof)
For purposes of the above computation, it is assumed that all dividends and
distributions made by a Fund 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 a class's mean
account size.
The total returns for Class A and Class B shares of the Funds as of October
31, 1995 are as follows:
One Five Life-of-
Class A Shares Year Years Fund
Capital Growth Fund 12.48% 27.13% 16.50%
Equity-Income Fund 12.61% 16.47% 12.44%
Gold Shares (19.24)% 3.80% (0.49)%
One Life-of-
Class B Shares Year Fund
Capital Growth Fund 19.40% 14.42%
Equity-Income Fund 18.64% 14.64
Gold Shares (11.45)% (18.11)%
During the five year and life-of-Fund periods, PMC temporarily agreed to
reduce its management fee and made other arrangements to limit certain other
expenses of the Funds. During the one-year period, the same arrangement was in
effect for Gold Shares. Had PMC not made such an arrangement, the total returns
for the periods noted would have been lower. Class C Shares were first offered
January 31, 1996.
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Automated Information Line (FactFoneSM)
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.
Yields are calculated in accordance with Securities and Exchange Commission
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 such shares may be worth more or less at redemption
than their original cost.
17. FINANCIAL STATEMENTS
The Trust's financial statements for the year ended October 31, 1995 are
included in each Fund's Annual Report to Shareholders, which report is
incorporated by reference into and 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.
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APPENDIX A
Description of Bond Ratings1
Moody's Investor's Service, Inc.2
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat bigger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest susceptibility to impairment sometime in the future.
Baa: Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
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1 The ratings indicated herein are believed to be the most recent ratings
available at the date of this Prospectus for the securities listed.
Ratings are generally given to securities at the time of issuance. While
the rating agencies may from time to time revise such ratings, they
undertake no obligation to do so, and the ratings indicated do not
necessarily represent ratings which will be given to these securities on
the date of the Fund's fiscal year-end.
2 Rates bonds of issuers which have $600,000 or more of debt, except bonds
of educational institutions, projects under construction, enterprises
without established earnings records and situations where current
financial data is unavailable.
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<PAGE>
Standard & Poor's Ratings Group3
AAA: Bonds rated AAA are highest grade obligations. This rating indicates
an extremely strong capacity to pay principal and interest.
AA: Bonds rated AA also qualify as high-quality obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.
A: Bonds rated A have a strong capacity to pay principal and interest,
although they are more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
3 Rates all governmental bodies having $1,000,000 or more of debt
outstanding, unless adequate information is not available.
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<PAGE>
Pioneer Capital Growth Fund A
Date Initial Offering Sales Charge Shares Net Asset Initial
Investment Price Included Purchased Value Net Asset
Per Share Value
7/25/90 $10,000 $11.14 5.75% 897.666 $10.50 $9,425
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/90 $7,693 $0 $0 $7,693
12/31/91 $10,198 $306 $38 $10,542
12/31/92 $12,541 $1,013 $47 $13,601
12/31/93 $13,124 $2,699 $49 $15,872
12/31/94 $14,210 $3,963 $53 $18,226
12/31/95 $16,787 $6,874 $23,661 $23,827
-32-
<PAGE>
Pioneer Capital Growth Fund B
Date Initial Offering Sales Charge Shares Net Asset Initial
Investment Price Included Purchased Value Net Asset
Per Share Value
4/4/94 $10,000 $14.94 4.00% 669.344 $14.94 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/94 $10,542 $641 $0 $11,183
12/31/95 $12,396 $2,107 $11 $14,114
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<PAGE>
Pioneer Equity-Income Fund A
Date Initial Offering Sales Charge Shares Net Asset Initial Net
Investment Price Included Purchased Value Asset
Per Share Value
7/25/90 $10,000 $12.83 5.75% 779.423 $12.09 $9,425
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/90 $8,612 $0 $242 $8,854
12/31/91 $10,187 $191 $818 $11,196
12/31/92 $11,777 $311 $1,443 $13,531
12/31/93 $12,713 $547 $2,022 $15,282
12/31/94 $11,816 $896 $2,373 $15,085
12/31/95 $15,035 $1,287 $3,597 $19,919
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<PAGE>
Pioneer Equity-Income Fund B
Date Initial Offering Sales Charge Shares Net Asset Initial Net
Investment Price Included Purchased Value Asset
Per Share Value
4/4/94 $10,000 $15.46 4.00% 646.831 $15.46 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap. From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/94 $9,793 $264 $230 $10,287
12/31/95 $12,426 $435 $621 $13,082
-35-
<PAGE>
Pioneer Gold Shares A
Date Initial Offering Sales Charge Shares Net Asset Initial Net
Investment Price Included Purchased Value Asset
Per Share Value
7/25/90 $10,000 $7.00 5.75% 1428.571 $6.60 $9,425
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/90 $7,900 $0 $0 $7,900
12/31/91 $7,443 $0 $22 $7,465
12/31/92 $6,843 $0 $20 $6,863
12/31/93 $11,686 $0 $34 $11,720
12/31/94 $10,315 $0 $30 $10,345
12/31/95 $10,572 $0 $31 $10,603
-36-
<PAGE>
Pioneer Gold Shares B
Date Initial Offering Sales Charge Shares Net Asset Initial Net
Investment Price Included Purchased Value Asset
Per Share Value
4/4/94 $10,000 $7.83 4.00% 1277.139 $7.83 $10,000
Dividends and Capital Gains Reinvested
Value of Shares
Date From From Cap From Dividends Total Value
Investment Gains
Reinvested Reinvested
12/31/94 $9,157 $0 $0 $9,157
12/31/95 $9,336 $0 $0 $8,963
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<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
The following securities indices are well-known, unmanaged measures of market
performance. Advertisements and sales literature for the Fund may refer to these
indices or may present comparisons between the performance of the Fund and one
or more of the indices. Other indices may be used, if appropriate. The indices
are not available for direct investment. The data presented is not meant to be
indicative of the performance of the Fund, reflects past performance and does
not guarantee future results.
S&P 500
This index is a readily available, carefully constructed, market value weighted
benchmark of common stock performance. Currently, the S&P Composite Index
includes 500 of the largest stocks (in terms of stock market value) in the
United States; prior to March 1957 it consisted of 90 of the largest stocks.
DOW JONES INDUSTRIAL AVERAGE
This is a total return index based on the performance of 30 blue chip stocks.
U.S. SMALL STOCK INDEX
This index is a market value weighted index of the ninth and tenth deciles of
the New York Stock Exchange (NYSE), plus stocks listed on the American Stock
Exchange (AMEX) and over-the-counter (OTC) with the same or less capitalization
as the upper bound of the NYSE ninth decile.
U.S. INFLATION
The Consumer Price Index for All Urban Consumers (CPI-U), not seasonally
adjusted, is used to measure inflation, which is the rate of change of consumer
goods prices. Unfortunately, the inflation rate as derived by the CPI is not
measured over the same period as the other asset returns. All of the security
returns are measured from one month-end to the next month-end. CPI commodity
prices are collected during the month. Thus, measured inflation rates lag the
other series by about one-half month. Prior to January 1978, the CPI (as
compared with CPI-U) was used. Both inflation measures are constructed by the
U.S. Department of Labor, Bureau of Labor Statistics, Washington, DC.
S&P/BARRA INDEXES
The S&P/BARRA Growth and Value Indexes are constructed by dividing the stocks in
the S&P 500 Index according to price-to-book ratios. The Growth Index contains
stocks with higher price-to-book ratios, and the Value Index contains stocks
with lower price-to-book ratios. Both indexes are market capitalization
weighted.
LONG-TERM U.S. GOVERNMENT BONDS
The total returns on long-term government bonds from 1977 to 1991 are
constructed with data from The Wall Street Journal. Over 1926-1976, data are
obtained from the Government bond file at the Center for Research in Security
Prices (CRSP), Graduate School of Business, University of Chicago. Each year, a
one-bond portfolio with a term of approximately 20 years and a reasonably
current coupon was used, and whose returns did not reflect potential tax
benefits, impaired negotiability, or special redemption or call privileges.
Where callable bonds had to be used, the term of the bond was assumed to be a
simple average of the maturity and first call dates
-38-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
minus the current date. The bond was "held" for the calendar year and returns
were computed. Total returns for 1977-1991 are calculated as the change in the
flat price or and-interest price.
INTERMEDIATE-TERM U.S. GOVERNMENT BONDS
Total returns of the intermediate-term government bonds for 1977-1991 are
calculated from The Wall Street Journal prices, using the change in flat price.
Returns from 1934-1986 are obtained from the CRSP Government Bond File.
Each year, one-bond portfolios are formed, the bond chosen is the shortest
noncallable bond with a maturity not less than 5 years, and this bond is "held"
for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) From 1934-1942, almost all bonds
with maturities near 5 years were partially or full tax-exempt and were selected
using the rules described above. Personal tax rates were generally low in that
period, so that yields on tax-exempt bonds were similar to yields on taxable
bonds. From 1926-1933, there are few bonds suitable for construction of a series
with a 5-year maturity. For this period, five year bond yield estimates are
used.
MSCI
Morgan Stanley Capital International Indices, developed by the Capital
International S.A., are based on share prices of some 1470 companies listed on
the stock exchanges around the world.
Countries in the MSCI EAFE Portfolio are:
Australia; Austria; Belgium; Denmark; Finland; France; Germany; Hong Kong;
Italy; Japan; Netherlands; N. Zealand; Norway; Singapore/Malaysia; Spain;
Sweden; Switzerland; United Kingdom.
6 MONTH CDs
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.
LONG-TERM U.S. CORPORATE BONDS
For 1969-1991, corporate bond total returns are represented by the Salomon
Brothers Long-Term High-Grade Corporate Bond Index. Since most large corporate
bond transactions take place over the counter, a major dealer is the natural
source of these data. The index includes nearly all Aaa- and Aa-rated bonds. If
a bond is downgraded during a particular month, its return for the month is
included in the index before removing the bond from future portfolios.
Over 1926-1968 the total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946-1968, Ibbotson
and Sinquefield backdated the Salomon Brothers' index, using Salomon Brothers'
monthly yield data with a methodology similar to that used by Salomon for
1969-1991. Capital appreciation returns were calculated from yields assuming (at
the beginning of each monthly holding period) a 20-year maturity, a bond price
equal to par, and a coupon equal to the beginning-of-period yield. For the
period 1926-1945, the Standard and Poor's monthly High-Grade Corporate Composite
yield data were used, assuming a 4 percent coupon and a 20-year maturity. The
conventional present-value formula for bond price for the beginning and
end-of-month prices was used. (This formula is presented in Ross, Stephen A.,
and Randolph W. Westerfield, Corporate Finance, Times
-39-
<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
Mirror/Mosby, St. Louis, 1990, p. 97 ["Level-Coupon Bonds"].) The monthly income
return was assumed to be one-twelfth the coupon.
U.S. (30 DAY) TREASURY BILLS
For the U.S. Treasury bill index, data from The Wall Street Journal are used for
1977-1991; the CRSP U.S. Government Bond File is the source until 1976. Each
month a one-bill portfolio containing the shortest-term bill having not less
than one month to maturity is constructed. (The bill's original term to maturity
is not relevant.) To measure holding period returns for the one-bill portfolio,
the bill is priced as of the last trading day of the previous month-end and as
of the last trading day of the current month.
NAREIT-EQUITY INDEX
All of the data is based upon the last closing price of the month for all
tax-qualified REITs listed on the NYSE, AMSE and the NASDAQ. The data is
market-value-weighted. Prior to 1987 REITs were added to the index the January
following their listing. Since 1987 Newly formed or listed REITs are added to
the total shares outstanding figure in the month that the shares are issued.
Only common shares issued by the REIT are included in the index. The total
return calculation is based upon the weighing at the beginning of the period.
Only those REITs listed for the entire period are used in the total return
calculation. Dividends are included in the month based upon their payment date.
There is no smoothing of income. Liquidating dividends, whether full or partial,
are treated as income.
RUSSELL 2000 SMALL STOCK INDEX
Index of the 2,000 smallest stocks in the Russell 3000 Index (TM); the smallest
company has a market capitalization of approximately $13 million.
The Russell 30000 is comprised of the 3,000 largest US companies as determined
by market capitalization representing approximately 98% of the US equity market.
The largest company in the index has a market capitalization of $67 billion. The
Russell Indexes (TM) are reconstituted annually as of June 1st, based on May 31
market capitalization rankings.
WILSHIRE REAL ESTATE SECURITIES INDEX
The Wilshire Real Estate Securities Index is a market capitalization-weighted
index which measures the performance of more than 85 securities.
The index contains performance data on five major categories of property;
office, retail, industrial, apartment and miscellaneous. Additionally, the Index
has real estate portfolio encumbered by 16% third party mortgages. The companies
in the WRESEC are 79% equity and hybrid REIT's and 21% real estate operating
companies. The capitalization is 47% NYSE, 33% AMEX and 20% OTC."
STANDARD & POOR'S MIDCAP 400 INDEX
The Standard and Poor's MidCap 400 Index is a market-value-weighted index. The
performance data for the MidCap 400 Index were calculated by taking the stocks
presently in the MidCap 400 Index and tracking them backwards in time as long as
there were prices reported. No attempt was made to determine what stocks "might
have been" in the MidCap 400 Index five or ten years ago had it existed.
Dividends are reinvested on a monthly basis prior to June 30, 1991, and are
reinvested daily thereafter.
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<PAGE>
COMPARATIVE PERFORMANCE
INDEX DESCRIPTIONS
The S&P MidCap 400 Index and the S&P 500 together represent approximately 85% of
the total market capitalization of stocks traded in the United States.
BANK SAVINGS ACCOUNT
Data sources include the U.S. League of Savings Institutions Sourcebook; average
annual yield on savings deposits in FSLIC [FDIC] insured savings institutions
for the years 1963-1987 and The Wall Street Journal for the years 1988-1994.
Source: Ibbotson Associates
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<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S&P 500 Dow U.S. Small S&P/ S&P/
Jones Stock U.S. BARRA BARRA
Industrials Index Inflation Growth Value
Dec 1928 43.61 55.38 39.69 -0.97 N/A N/A
Dec 1929 -8.42 -13.64 -51.36 0.20 N/A N/A
Dec 1930 -24.90 -30.22 -38.15 -6.03 N/A N/A
Dec 1931 -43.34 -49.03 -49.75 -9.52 N/A N/A
Dec 1932 -8.19 -16.88 -5.39 -10.30 N/A N/A
Dec 1933 53.99 73.71 142.87 0.51 N/A N/A
Dec 1934 -1.44 8.07 24.22 2.03 N/A N/A
Dec 1935 47.67 43.77 40.19 2.99 N/A N/A
Dec 1936 33.92 30.23 64.80 1.21 N/A N/A
Dec 1937 -35.03 -28.88 -58.01 3.10 N/A N/A
Dec 1938 31.12 33.16 32.80 -2.78 N/A N/A
Dec 1939 -0.41 1.31 0.35 -0.48 N/A N/A
Dec 1940 -9.78 -7.96 -5.16 0.96 N/A N/A
Dec 1941 -11.59 -9.88 -9.00 9.72 N/A N/A
Dec 1942 20.34 14.12 44.51 9.29 N/A N/A
Dec 1943 25.90 19.06 88.37 3.16 N/A N/A
Dec 1944 19.75 17.19 53.72 2.11 N/A N/A
Dec 1945 36.44 31.60 73.61 2.25 N/A N/A
Dec 1946 -8.07 -4.40 -11.63 18.16 N/A N/A
Dec 1947 5.71 7.61 0.92 9.01 N/A N/A
Dec 1948 5.50 4.27 -2.11 2.71 N/A N/A
Dec 1949 18.79 20.92 19.75 -1.80 N/A N/A
Dec 1950 31.71 26.40 38.75 5.79 N/A N/A
Dec 1951 24.02 21.77 7.80 5.87 N/A N/A
Dec 1952 18.37 14.58 3.03 0.88 N/A N/A
Dec 1953 -0.99 2.02 -6.49 0.62 N/A N/A
Dec 1954 52.62 51.25 60.58 -0.50 N/A N/A
Dec 1955 31.56 26.58 20.44 0.37 N/A N/A
Dec 1956 6.56 7.10 4.28 2.86 N/A N/A
Dec 1957 -10.78 -8.63 -14.57 3.02 N/A N/A
Dec 1958 43.36 39.31 64.89 1.76 N/A N/A
Dec 1959 11.96 20.21 16.40 1.50 N/A N/A
Dec 1960 0.47 -6.14 -3.29 1.48 N/A N/A
Dec 1961 26.89 22.60 32.09 0.67 N/A N/A
Dec 1962 -8.73 -7.43 -11.90 1.22 N/A N/A
Dec 1963 22.80 20.83 23.57 1.65 N/A N/A
Dec 1964 16.48 18.85 23.52 1.19 N/A N/A
Dec 1965 12.45 14.39 41.75 1.92 N/A N/A
Dec 1966 -10.06 -15.78 -7.01 3.35 N/A N/A
Dec 1967 23.98 19.16 83.57 3.04 N/A N/A
Dec 1968 11.06 7.93 35.97 4.72 N/A N/A
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<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S&P 500 Dow U.S. Small S&P/ S&P/
Jones Stock U.S. BARRA BARRA
Industrials Index Inflation Growth Value
Dec 1969 -8.50 -11.78 -25.05 6.11 N/A N/A
Dec 1970 4.01 9.21 -17.43 5.49 N/A N/A
Dec 1971 14.31 9.83 16.50 3.36 N/A N/A
Dec 1972 18.98 18.48 4.43 3.41 N/A N/A
Dec 1973 -14.66 -13.28 -30.90 8.80 N/A N/A
Dec 1974 -26.47 -23.58 -19.95 12.20 N/A N/A
Dec 1975 37.20 44.75 52.82 7.01 31.72 43.38
Dec 1976 23.84 22.82 57.38 4.81 13.84 34.93
Dec 1977 -7.18 -12.84 25.38 6.77 -11.82 -2.57
Dec 1978 6.56 2.79 23.46 9.03 6.78 6.16
Dec 1979 18.44 10.55 43.46 13.31 15.72 21.16
Dec 1980 32.42 22.17 39.88 12.40 39.40 23.59
Dec 1981 -4.91 -3.57 13.88 8.94 -9.81 0.02
Dec 1982 21.41 27.11 28.01 3.87 22.03 21.04
Dec 1983 22.51 25.97 39.67 3.80 16.24 28.89
Dec 1984 6.27 1.31 -6.67 3.95 2.33 10.52
Dec 1985 32.16 33.55 24.66 3.77 33.31 29.68
Dec 1986 18.47 27.10 6.85 1.13 14.50 21.67
Dec 1987 5.23 5.48 -9.30 4.41 6.50 3.68
Dec 1988 16.81 16.14 22.87 4.42 11.95 21.67
Dec 1989 31.49 32.19 10.18 4.65 36.40 26.13
Dec 1990 -3.17 -0.56 -21.56 6.11 0.20 -6.85
Dec 1991 30.55 24.19 44.63 3.06 38.37 22.56
Dec 1992 7.67 7.41 23.35 2.90 5.07 10.53
Dec 1993 9.99 16.94 20.98 2.75 1.68 18.60
Dec 1994 1.31 5.06 3.11 2.78 3.13 -0.64
Dec 1995 37.43 36.84 34.46 2.74 38.13 36.99
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<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Intermediate MSCI Long-
Long-Term -Term U.S. EAFE 6 Term U.S. U.S.
U.S. Gov't Government - Net of MONTH Corporate (30 Day)
Bonds Bonds Taxes CDs Bonds T- Bill
Dec 1925 N/A N/A N/A N/A N/A N/A
Dec 1926 7.77 5.38 N/A N/A 7.37 3.27
Dec 1927 8.93 4.52 N/A N/A 7.44 3.12
Dec 1928 0.1 0.92 N/A N/A 2.84 3.56
Dec 1929 3.42 6.01 N/A N/A 3.27 4.75
Dec 1930 4.66 6.72 N/A N/A 7.98 2.41
Dec 1931 -5.31 -2.32 N/A N/A -1.85 1.07
Dec 1932 16.84 8.81 N/A N/A 10.82 0.96
Dec 1933 -0.07 1.83 N/A N/A 10.38 0.30
Dec 1934 10.03 9.00 N/A N/A 13.84 0.16
Dec 1935 4.98 7.01 N/A N/A 9.61 0.17
Dec 1936 7.52 3.06 N/A N/A 6.74 0.18
Dec 1937 0.23 1.56 N/A N/A 2.75 0.31
Dec 1938 5.53 6.23 N/A N/A 6.13 -0.02
Dec 1939 5.94 4.52 N/A N/A 3.97 0.02
Dec 1940 6.09 2.96 N/A N/A 3.39 0.00
Dec 1941 0.93 0.50 N/A N/A 2.73 0.06
Dec 1942 3.22 1.94 N/A N/A 2.60 0.27
Dec 1943 2.08 2.81 N/A N/A 2.83 0.35
Dec 1944 2.81 1.80 N/A N/A 4.73 0.33
Dec 1945 10.73 2.22 N/A N/A 4.08 0.33
Dec 1946 -0.10 1.00 N/A N/A 1.72 0.35
Dec 1947 -2.62 0.91 N/A N/A -2.34 0.50
Dec 1948 3.40 1.85 N/A N/A 4.14 0.81
Dec 1949 6.45 2.32 N/A N/A 3.31 1.10
Dec 1950 0.06 0.70 N/A N/A 2.12 1.20
Dec 1951 -3.93 0.36 N/A N/A -2.69 1.49
Dec 1952 1.16 1.63 N/A N/A 3.52 1.66
Dec 1953 3.64 3.23 N/A N/A 3.41 1.82
Dec 1954 7.19 2.68 N/A N/A 5.39 0.86
Dec 1955 -1.29 -0.65 N/A N/A 0.48 1.57
Dec 1956 -5.59 -0.42 N/A N/A -6.81 2.46
Dec 1957 7.46 7.84 N/A N/A 8.71 3.14
Dec 1958 -6.09 -1.29 N/A N/A -2.22 1.54
Dec 1959 -2.26 -0.39 N/A N/A -0.97 2.95
Dec 1960 13.78 11.76 N/A N/A 9.07 2.66
Dec 1961 0.97 1.85 N/A N/A 4.82 2.13
Dec 1962 6.89 5.56 N/A N/A 7.95 2.73
Dec 1963 1.21 1.64 N/A N/A 2.19 3.12
Dec 1964 3.51 4.04 N/A 4.18 4.77 3.54
Dec 1965 0.71 1.02 N/A 4.68 -0.46 3.93
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<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
Intermediate MSCI Long-
Long-Term -Term U.S. EAFE 6 Term U.S. U.S.
U.S. Gov't Government - Net of MONTH Corporate (30 Day)
Bonds Bonds Taxes CDs Bonds T- Bill
Dec 1966 3.65 4.69 N/A 5.75 0.20 4.76
Dec 1967 -9.18 1.01 N/A 5.48 -4.95 4.21
Dec 1968 -0.26 4.54 N/A 6.44 2.57 5.21
Dec 1969 -5.07 -0.74 N/A 8.71 -8.09 6.58
Dec 1970 12.11 16.86 -11.66 7.06 18.37 6.52
Dec 1971 13.23 8.72 29.59 5.36 11.01 4.39
Dec 1972 5.69 5.16 36.35 5.38 7.26 3.84
Dec 1973 -1.11 4.61 -14.92 8.60 1.14 6.93
Dec 1974 4.35 5.69 -23.16 10.20 -3.06 8.00
Dec 1975 9.20 7.83 35.39 6.51 14.64 5.80
Dec 1976 16.75 12.87 2.54 5.22 18.65 5.08
Dec 1977 -0.69 1.41 18.06 6.12 1.71 5.12
Dec 1978 -1.18 3.49 32.62 10.21 -0.07 7.18
Dec 1979 -1.23 4.09 4.75 11.90 -4.18 10.38
Dec 1980 -3.95 3.91 22.58 12.33 -2.76 11.24
Dec 1981 1.86 9.45 -2.28 15.50 -1.24 14.71
Dec 1982 40.36 29.1 -1.86 12.18 42.56 10.54
Dec 1983 0.65 7.41 23.69 9.65 6.26 8.80
Dec 1984 15.48 14.02 7.38 10.65 16.86 9.85
Dec 1985 30.97 20.33 56.16 7.82 30.09 7.72
Dec 1986 24.53 15.14 69.44 6.30 19.85 6.16
Dec 1987 -2.71 2.90 24.63 6.58 -0.27 5.47
Dec 1988 9.67 6.10 28.27 8.15 10.70 6.35
Dec 1989 18.11 13.29 10.54 8.27 16.23 8.37
Dec 1990 6.18 9.73 -23.45 7.85 6.78 7.81
Dec 1991 19.3 15.46 12.13 4.95 19.89 5.60
Dec 1992 8.05 7.19 -12.17 3.27 9.39 3.51
Dec 1993 18.24 11.24 32.56 2.88 13.19 2.90
Dec 1994 -7.77 -5.14 7.78 5.40 -5.76 3.90
Dec 1995 31.67 16.8 11.21 5.21 26.39 5.60
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<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S & P Bank
NAREIT - Russell Wilshire Midcap Savings
Equity 2000 Real Estate 400 Account
Dec 1925 N/A N/A N/A N/A N/A
Dec 1926 N/A N/A N/A N/A N/A
Dec 1927 N/A N/A N/A N/A N/A
Dec 1928 N/A N/A N/A N/A N/A
Dec 1929 N/A N/A N/A N/A N/A
Dec 1930 N/A N/A N/A N/A 5.30
Dec 1931 N/A N/A N/A N/A 5.10
Dec 1932 N/A N/A N/A N/A 4.10
Dec 1933 N/A N/A N/A N/A 3.40
Dec 1934 N/A N/A N/A N/A 3.50
Dec 1935 N/A N/A N/A N/A 3.10
Dec 1936 N/A N/A N/A N/A 3.20
Dec 1937 N/A N/A N/A N/A 3.50
Dec 1938 N/A N/A N/A N/A 3.50
Dec 1939 N/A N/A N/A N/A 3.40
Dec 1940 N/A N/A N/A N/A 3.30
Dec 1941 N/A N/A N/A N/A 3.10
Dec 1942 N/A N/A N/A N/A 3.00
Dec 1943 N/A N/A N/A N/A 2.90
Dec 1944 N/A N/A N/A N/A 2.80
Dec 1945 N/A N/A N/A N/A 2.50
Dec 1946 N/A N/A N/A N/A 2.20
Dec 1947 N/A N/A N/A N/A 2.30
Dec 1948 N/A N/A N/A N/A 2.30
Dec 1949 N/A N/A N/A N/A 2.40
Dec 1950 N/A N/A N/A N/A 2.50
Dec 1951 N/A N/A N/A N/A 2.60
Dec 1952 N/A N/A N/A N/A 2.70
Dec 1953 N/A N/A N/A N/A 2.80
Dec 1954 N/A N/A N/A N/A 2.90
Dec 1955 N/A N/A N/A N/A 2.90
Dec 1956 N/A N/A N/A N/A 3.00
Dec 1957 N/A N/A N/A N/A 3.30
Dec 1958 N/A N/A N/A N/A 3.38
Dec 1959 N/A N/A N/A N/A 3.53
Dec 1960 N/A N/A N/A N/A 3.86
Dec 1961 N/A N/A N/A N/A 3.90
Dec 1962 N/A N/A N/A N/A 4.08
Dec 1963 N/A N/A N/A N/A 4.17
Dec 1964 N/A N/A N/A N/A 4.19
Dec 1965 N/A N/A N/A N/A 4.23
Dec 1966 N/A N/A N/A N/A 4.45
Dec 1967 N/A N/A N/A N/A 4.67
Dec 1968 N/A N/A N/A N/A 4.68
Dec 1969 N/A N/A N/A N/A 4.80
-46-
<PAGE>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT
S & P Bank
NAREIT - Russell Wilshire Midcap Savings
Equity 2000 Real Estate 400 Account
Bank Savings Account
Dec 1970 N/A N/A N/A N/A 5.14
Dec 1971 N/A N/A N/A N/A 5.30
Dec 1972 8.01 N/A N/A N/A 5.37
Dec 1973 -15.52 N/A N/A N/A 5.51
Dec 1974 -21.40 N/A N/A N/A 5.96
Dec 1975 19.30 N/A N/A N/A 6.21
Dec 1976 47.59 N/A N/A N/A 6.23
Dec 1977 22.42 N/A N/A N/A 6.39
Dec 1978 10.34 N/A 13.04 N/A 6.56
Dec 1979 35.86 43.09 70.81 N/A 7.29
Dec 1980 24.37 38.58 22.08 N/A 8.78
Dec 1981 6.00 2.03 7.18 N/A 10.71
Dec 1982 21.60 24.95 24.47 22.68 11.19
Dec 1983 30.64 29.13 27.61 26.10 9.71
Dec 1984 20.93 -7.30 20.64 1.18 9.92
Dec 1985 19.10 31.05 22.20 35.58 9.02
Dec 1986 19.16 5.68 20.30 16.21 7.84
Dec 1987 -3.64 -8.77 -7.86 -2.03 6.92
Dec 1988 13.49 24.89 24.18 20.87 7.20
Dec 1989 8.84 16.24 2.37 35.54 7.91
Dec 1990 -15.35 -19.51 -33.46 -5.12 7.80
Dec 1991 35.7 46.05 20.03 50.1 4.61
Dec 1992 14.59 18.41 7.36 11.91 2.89
Dec 1993 19.65 18.91 15.24 13.96 2.73
Dec 1994 3.17 -1.82 1.64 -3.57 4.96
Dec 1995 15.27 28.44 13.65 30.94 5.24
Source: Ibbotson Associates
-47-
<PAGE>
APPENDIX B
Additional Pioneer Information
The Pioneer group of mutual funds was established in 1928 with the creation
of Pioneer Fund. Pioneer is one of the oldest and most experienced money
managers in the United States.
As of December 31, 1995, PMC employed a professional investment staff of
44, with a combined average of 15 years' experience in the financial services
industry.
Total assets of all Pioneer mutual funds at December 31, 1995, were
approximately $12 billion representing 982,369 shareholder accounts - 637,060
non-retirement accounts and 345,309 retirement accounts.
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<PAGE>
FORM N-1A
PIONEER GROWTH TRUST
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
The financial highlights of the Registrant are
included in Part A of the Registration Statement and
the financial statements of the Registrant are
incorporated by reference into Part B of the
Registration Statement from the 1995 Annual Reports
to Shareholders for the year ended October 31, 1995
(filed electronically - Pioneer Equity-Income Fund
filed on December 27, 1995, Accession No.
0000863334-95-000023; Pioneer Capital Growth Fund
filed on December 27, 1995, Accession No.
0000863334-95-000022; Pioneer Gold Shares filed on
December 28, 1995, Accession No.
0000863334-95-000024).
(b) Exhibits:
1. Amended and Restated Declaration of Trust+
1.1 Establishment and Designation of Classes+
1.2 Establishment and Designation of Classes+
1.3 Establishment and Designation of Classes+
2. Amended and Restated By-Laws+
3. None
4. Specimen Stock Certificate**
5.1 Management Contract between Pioneering
Management Corporation ("PMC") and Registrant
on behalf of Pioneer Capital Growth Fund,
effective 1/1/94+
5.2 Management Contract between PMC and
Registrant on behalf of Pioneer Equity-Income
Fund, effective 1/1/94+
5.3 Management Contract between PMC and
Registrant on behalf of Pioneer Gold Shares,
effective 1/1/94+
6. Underwriting Agreement**
6.1 Form of Dealer Sale Agreement+
7. None
8.1 Custodian Agreement with Brown Brothers
Harriman & Co., dated January 14, 1992, on
behalf of Pioneer Capital Growth Fund+
8.2 Custodian Agreement with Brown Brothers
Harriman & Co., dated January 14,
<PAGE>
1992, on behalf of Pioneer Equity Income
Fund+
8.3 Custodian Agreement with Brown Brothers
Harriman & Co., dated January 14, 1992, on
behalf of Pioneer Gold Shares+
9. Investment Company Service Agreement+
10. None
11. Consent of Arthur Andersen LLP
12. None
13. Form of Stock Purchase Agreement**
14. Rule 24f-2 Opinion*****
15. Distribution Plan**
15.1 Class B Rule 12b-1 Distribution Plans for
Pioneer Capital Growth Fund, Pioneer
Equity-Income Fund and Pioneer Gold Shares+
15.2 Class C Rule 12b-1 Distribution Plans for
Pioneer Capital Growth Fund, Pioneer
Equity-Income Fund and Pioneer Gold Shares+
16. Description of Average Annual Total Return*
17. Financial Data Schedule+
18.1 Multiple Class Plan Pursuant to Rule 18f-3,
dated October 4, 1995, for Pioneer Capital
Growth Fund, Pioneer Equity-Income Fund and
Pioneer Gold Shares+
18.2 Multiple Class Plan Pursuant to Rule 18f-3,
dated January 31, 1996, for Pioneer Capital
Growth Fund, Pioneer Equity-Income Fund and
Pioneer Gold Shares+
19.1 Powers of Attorney**/***
19.2 Power of Attorney****
19.3 Power of Attorney+
-----------------------
+ Filed electronically herewith.
* Incorporated by reference from the Registrant's Registration
Statement on Form N-1A (File No. 33-34801) ("Registration Statement") as filed
with the Securities and Exchange Commission ("SEC") on May 9, 1990.
** Incorporated by reference from the Registrant's Pre-Effective
Amendment No. 1 to the Registration Statement as filed with the SEC on June 29,
1990.
C-2
<PAGE>
*** Incorporated by reference from the Registrant's Post-Effective
Amendment No. 3 to the Registration Statement as filed with the SEC on February
26, 1993.
**** Incorporated by reference from Registrant's Post-Effective
Amendment No. 4 to the Registration Statement as filed with the SEC on December
27, 1993.
***** Incorporated by reference from Registrant's Rule 24f-2 Notice
filing (Accession No. 0000863334-95-000021) as filed with the SEC on November
16, 1995.
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 Funds
Distributor, Inc. ("PFD"), Pioneer Capital Corporation ("PCC"), Pioneer SBIC
Corp. ("SBIC"), Pioneer Associates, Inc., Pioneer International Corporation,
Pioneer Plans Corporation ("PPC"), Pioneer Goldfields Limited ("PGL"), and
Pioneer Investments Corporation ("PIC"), all Massachusetts corporations. PGI
also owns 100% of the outstanding capital stock of Pioneer Metals and
Technology, Inc. ("PMT"), a Delaware corporation, Pioneer Fonds Marketing GmbH
("GmbH"), a German 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 Intermediate Tax-Free Fund, Pioneer Europe Fund,
Pioneer International Growth Fund, Pioneer Short-Term Income Trust, Pioneer
Tax-Free State Series Trust, Pioneer America Income Trust and the Registrant
(each of the foregoing, a Massachusetts business trust), and Pioneer Income
Fund, Pioneer Emerging Markets Fund, Pioneer Tax-Free Income Fund, Pioneer India
Fund, Pioneer Real Estate Shares, Pioneer Mid-Cap Fund, Pioneer Small Company
Fund, Pioneer Money Market Trust and Pioneer Growth Shares (each of the
foregoing, a Delaware business trust) and Pioneer Interest Shares, Inc. (a
Nebraska corporation) are all parties to management contracts with PMC. PCC owns
100% of the outstanding capital stock of SBIC. SBIC is the sole general partner
of Pioneer Ventures Limited Partnership, a Massachusetts limited partnership.
John F. Cogan, Jr. owns approximately 15% of the outstanding shares of PGI. Mr.
Cogan is Chairman of the Board, President and Trustee of the Registrant and of
each of the Pioneer mutual funds; Director and President of PGI; President and
Director of PPC, PIC, Pioneer International Corporation and PMT; Director of PCC
and PSC; Chairman of the Board and Director of PMC, PFD and TGL; Chairman,
President and Director of PGL; Chairman of the Supervisory Board of GmbH;
Chairman and Member
C-3
<PAGE>
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 January 31, 1996:
Number of
Record Holders
Fund Class A Class B Class C
Capital Growth 76,013 31,019 1
Equity-Income 18,914 5,741 1
Gold Shares 2,820 275 1
Item 27. Indemnification
Except for the Amended and Restated Declaration of Trust (the
"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 to 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.
Item 28. Business and Other Connections of Investment Adviser
All of the information required by this item is set forth in
the Form ADV, as amended, of Pioneering Management Corporation. The following
sections of such Form ADV are incorporated herein by reference:
(a) Items 1 and 2 of Part 2;
(b) Section IV, 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,
President and Trustee
Robert L. Butler Director and President None
David D. Tripple Director Executive Vice
President and Trustee
Steven M. Graziano Senior Vice President None
Stephen W. Long Senior Vice President None
William A. Misata Vice President None
Anne W. Patenaude Vice President None
Constance S. Spiros Vice President None
John W. Drachman Vice President None
Marcy Supovitz Vice President None
Barry G. Knight Vice President None
Elizabeth B. Rice Vice President None
Gail A. Smyth 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) 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.
C-5
<PAGE>
Item 31. Management Services
The Registrant is a party to only one contract, described in
each Fund's Prospectus and the Statement of Additional Information, under which
it receives services from Pioneering Management Corporation.
Item 32. Undertakings
The Registrant 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 under the Investment Company Act of 1940 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 certifies that it meets all the
requirements for effectiveness of this post-effective amendment no. 6 (the
"Amendment") to the Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston and
The Commonwealth of Massachusetts, on the 22nd day of February, 1996.
PIONEER GROWTH TRUST
By:/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 )
A MAJORITY OF THE BOARD OF TRUSTEES:
John F. Cogan, Jr.* )
John F. Cogan, Jr., Trustee )
)
Richard H. Egdahl, M.D.* )
Richard H. Egdahl, Trustee )
<PAGE>
)
Margaret B.W. Graham* )
Margaret B.W. Graham, Trustee )
)
John W. Kendrick* )
John W. Kendrick, Trustee )
)
Marguerite A. Piret* )
Marguerite A. Piret, Trustee )
)
David D. Tripple* )
David D. Tripple, Trustee )
)
Stephen K. West* )
Stephen K. West, Trustee )
)
John Winthrop* )
John Winthrop, Trustee )
*By /s/ Joseph P. Barri February 22, 1995
---------------------
Joseph P. Barri
Attorney-in-fact
<PAGE>
Exhibit Index
Sequential
Exhibit Page
Number Document Title Number
1. Amended and Restated Declaration of Trust
1.1 Establishment and Designation of Classes
1.2 Establishment and Designation of Classes
1.3 Establishment and Designation of Classes
2. Amended and Restated By-Laws
5.1 Management Contract between PMC and
Registrant on behalf of Pioneer Capital
Growth Fund, effective 1/1/94
5.2 Management Contract between PMC and
Registrant on behalf of Pioneer
Equity-Income Fund, effective 1/1/94
5.3 Management Contract between PMC and
Registrant on behalf of Pioneer Gold
Shares, effective 1/1/94
6.1 Form of Dealer Sales Agreement
8.1 Custodian Agreement with Brown
Brothers Harriman & Co., dated
January 14, 1992, on behalf of
Pioneer Capital Growth Fund
8.2 Custodian Agreement with Brown
Brothers Harriman & Co., dated
January 14, 1992, on behalf of
Pioneer Equity-Income Fund
8.3 Custodian Agreement with Brown
Brothers Harriman & Co., dated
January 14, 1992, on behalf of
Pioneer Gold Shares
9. Investment Company Service Agreement
11. Consent of Arthur Andersen LLP
12. 1995 Annual Reports to Shareholders
15.1 Class B Rule 12b-1 Distribution
Plans for Pioneer Capital Growth Fund,
Pioneer Equity-Income Fund and
Pioneer Gold Shares
15.2 Class C Rule 12b-1 Distribution
Plans for Pioneer Capital Growth
Fund, Pioneer Equity-Income Fund and
Pioneer Gold Shares
17. Financial Data Schedule
18.1 Multiple Class Plan Pursuant to
Rule 18f-3, dated October 4, 1995,
for Pioneer Capital Growth Fund,
Pioneer Equity-Income Fund and
Pioneer Gold Shares
18.2 Multiple Class Plan Pursuant to
Rule 18f-3, dated January 31, 1996,
<PAGE>
for Pioneer Capital Growth Fund,
Pioneer Equity-Income Fund and
Pioneer Gold Shares
19.3 Power of Attorney
AMENDED AND RESTATED DECLARATION OF TRUST
OF
PIONEER GROWTH TRUST
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
December 7, 1993
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I. NAME AND DEFINITIONS
1.1 Name...................................................1
1.2 Definitions............................................1
ARTICLE II. TRUSTEES
2.1 General Powers.........................................3
2.2 Investments............................................4
2.3 Legal Title............................................5
2.4 Issuance and Repurchase of Shares......................6
2.5 Delegation; Committees.................................6
2.6 Collection and Payments................................6
2.7 Expenses...............................................6
2.8 Manner of Acting; By-laws..............................6
2.9 Miscellaneous Powers...................................7
2.10 Principal Transactions.................................7
2.11 Litigation.............................................8
2.12 Number of Trustees.....................................8
2.13 Election and Term......................................8
2.14 Resignation and Removal................................8
2.15 Vacancies..............................................9
2.16 Delegation of Power to Other Trustees..................9
ARTICLE III. CONTRACTS
3.1 Underwriting Contract..................................9
3.2 Advisory or Management Contract........................9
3.3 Administration Agreement...............................10
3.4 Service Agreement......................................10
3.5 Transfer Agent.........................................10
3.6 Custodian..............................................10
3.7 Affiliations of Trustees or Officers, Etc..............11
3.8 Compliance with 1940 Act...............................11
ARTICLE IV. LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
4.1 No Personal Liability of Shareholders,
Trustees, Etc........................................11
4.2 Non-Liability of Trustees, Etc.........................12
4.3 Mandatory Indemnification..............................12
4.4 No Bond Required of Trustees...........................14
4.5 No Duty of Investigation; Notice in Trust
Instruments, Etc.....................................14
4.6 Reliance on Experts, Etc...............................14
(i)
<PAGE>
ARTICLE V. SHARES 0F BENEFICIAL INTEREST
5.1 Beneficial Interest....................................15
5.2 Rights of Shareholders.................................15
5.3 Trust Only.............................................15
5.4 Issuance of Shares.....................................15
5.5 Register of Shares.....................................16
5.6 Transfer of Shares.....................................16
5.7 Notices................................................17
5.8 Treasury Shares........................................17
5.9 Voting Powers..........................................17
5.10 Meetings of Shareholders...............................17
5.11 Series or Class Designation............................18
5.12 Assent to Declaration of Trust.........................21
ARTICLE VI. REDEMPTION AND REPURCHASE OF SHARES
6.1 Redemption of Shares...................................21
6.2 Price..................................................21
6.3 Payment................................................22
6.4 Effect of Suspension of Determination of
Net Asset Value......................................22
6.5 Repurchase by Agreement................................22
6.6 Redemption of Shareholder's Interest...................22
6.7 Redemption of Shares in Order to Qualify as
Regulated Investment Company; Disclosure
of Holding...........................................22
6.8 Reductions in Number of Outstanding Shares
Pursuant to Net Asset Value Formula..................23
6.9 Suspension of Right of Redemption......................23
ARTICLE VII. DETERMINATION 0F NET ASSET VALUE, NET INCOME
DISTRIBUTIONS
7.1 Net Asset Value........................................24
7.2 Distributions to Shareholders..........................24
7.3 Determination of Net Income; Reduction of
Outstanding Shares...................................25
7.4 Power to Modify Foregoing Procedures...................26
ARTICLE VIII. DURATION; TERMINATION OF TRUST OR A SERIES
OR CLASS; AMENDMENT; MERGERS, ETC.
8.1 Duration...............................................26
8.2 Termination of the Trust or a Series or a
Class................................................26
8.3 Amendment Procedure....................................27
8.4 Merger, Consolidation and Sale of Assets...............28
8.5 Incorporation..........................................29
ARTICLE IX. REPORTS TO SHAREHOLDERS.....................................29
(ii)
<PAGE>
ARTICLE X. MISCELLANEOUS
10.1 Execution and Filing...................................30
10.2 Governing Law..........................................30
10.3 Counterparts...........................................30
10.4 Reliance by Third Parties..............................30
10.5 Provisions in Conflict with Law or
Regulations..........................................30
(iii)
<PAGE>
AMENDED AND RESTATED DECLARATION OF TRUST
OF
PIONEER GROWTH TRUST
AMENDED AND RESTATED DECLARATION OF TRUST made this 7th day of
December, 1993 by John F. Cogan, Jr., Richard H. Egdahl, Margaret B. W. Graham,
John W. Kendrick, Marguerite A. Piret, David D. Tripple, Stephen K. West and
John Winthrop (together with all other persons from time to time duly elected,
qualified and serving as Trustees in accordance with the provisions of Article
II hereof, the "Trustees").
WHEREAS, pursuant to a Declaration of Trust dated April 7, 1990, the
Trustees established a trust for the investment and reinvestment of funds
contributed thereto;
WHEREAS, in accordance with said Declaration, on April 7, 1990, the
Trustees, pursuant to a resolution duly adopted, established "Pioneer Capital
Growth Fund," "Pioneer Equity-Income Fund" and "Pioneer Gold Shares" as separate
Series of the Trust;
WHEREAS, said Declaration of Trust provides that the beneficial
interest in the trust assets be divided into transferable shares of beneficial
trust;
WHEREAS, said Declaration of Trust provides that all money and property
contributed to the Trust thereunder shall be held and managed in trust for the
benefit of the holders subject to the provisions thereof; and
WHEREAS, the Trustees desire to amend and restate said Declaration of
Trust in its entirety, as hereinafter provided;
NOW THEREFORE, the undersigned, being a majority of the Trustees of the
Trust, hereby amend and restate the Declaration in its entirety, as follows:
ARTICLE
NAME AND DEFINITIONS
Section 1.1. Name. The name of the trust created hereby is "Pioneer
Growth Trust" (the "Trust").
Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:
<PAGE>
(a) "Administrator" means the party, other than the Trust, to
the contract described in Section 3.3 hereof.
(b) "By-laws" means the By-laws referred to in Section 2.8
hereof, as amended from time to time.
(c) "Class" means any division of shares within a Series,
which Class is or has been established within such Series in accordance
with the provisions of Article V.
(d) The terms "Commission" and "Interested Person" have the
meanings given them in the 1940 Act. Except as such term may be
otherwise defined by the Trustees in conjunction with the establishment
of any Series of Shares, the term "vote of a majority of the Shares
outstanding and entitled to vote" shall have the same meaning as is
assigned to the term "vote of a majority of the outstanding voting
securities" in the 1940 Act.
(e) "Custodian" means any Person other than the Trust who has
custody of any Trust Property as required by Section 17(f) of the 1940
Act, but does not include a system for the central handling of
securities described in said Section 17(f).
(f) "Declaration" means this Declaration of Trust as amended
from time to time. Reference in this Declaration of Trust to
"Declaration," "hereof," "herein," and "hereunder" shall be deemed to
refer to this Declaration rather than exclusively to the article or
section in which such words appear.
(g) "Distributor" means the party, other than the Trust, to
the contract described in Section 3.1 hereof.
(h) "Fund" or "Funds," individually or collectively, means the
separate Series of Shares of the Trust, together with the assets and
liabilities assigned thereto.
(i) "Fundamental Restrictions" means the investment
restrictions set forth in the Prospectus and Statement of Additional
Information and designated as fundamental restrictions therein.
(j) "His" shall include the feminine and neuter, as well as
the masculine, genders.
(k) "Investment Adviser" means the party, other than the
Trust, to the contract described in Section 3.2 hereof.
-2-
<PAGE>
(l) The "1940 Act" means the Investment Company Act of 1940,
as amended from time to time.
(m) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities,
whether or not legal entities, and governments and agencies and
political subdivisions thereof.
(n) "Prospectus" means the Prospectus and Statement of
Additional Information included in the Registration Statement of the
Trust under the Securities Act of 1933 as such Prospectus and Statement
of Additional Information may be amended or supplemented and filed with
the Commission from time to time.
(o) "Series" individually or collectively means the Separately
managed component(s) of the Trust as may be established and designated
from time to time by the Trustees pursuant to Section 5.11 hereof.
(p) "Shareholder" means a record owner of Outstanding Shares.
(q) "Shares" means the equal proportionate units of interest
into which the beneficial interest in the Trust shall be divided from
time to time, including the Shares of any and all Series or of any
Class within any Series (as the context may require) which may be
established by the Trustees, and includes fractions of Shares as well
as whole Shares. "Outstanding" Shares means those Shares shown from
time to time on the books of the Trust or its Transfer Agent as then
issued and outstanding, but shall not include Shares which have been
redeemed or repurchased by the Trust and which are at the time held in
the treasury of the Trust.
(r) "Transfer Agent" means any Person other than the Trust who
maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the
like.
(s) "Trust" means Pioneer Growth Trust.
(t) The "Trustees" means the persons who have signed this
Declaration, so long as they shall continue in office in accordance
with the terms hereof, and all other persons who now serve or may from
time to time be duly elected, qualified and serving as Trustees in
accordance with the provisions of Article II hereof, and reference
herein to a Trustee or the
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<PAGE>
Trustees shall refer to such person or persons in this capacity or
their capacities as trustees hereunder.
(u) "Trust Property" means any and all property, real or
personal, tangible or intangible, which is owned or held by or for the
account of the Trust or the Trustees, including any and all assets of
or allocated to any Series or Class, as the context may require.
ARTICLE II
TRUSTEES
Section 2.1. General Powers. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as may be
permitted by this Declaration. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts,
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the provisions of
this Declaration, the presumption shall be in favor of a grant of power to the
Trustees.
The enumeration of any specific power herein shall not be construed as
limiting the aforesaid powers. Such powers of the Trustees may be exercised
without order of or resort to any court.
Section 2.2. Investments. The Trustees shall have the power:
(a) To operate as and carry on the business of an investment
company, and exercise all the powers necessary and appropriate to the
conduct of such operations.
(b) To invest in, hold for investment, or reinvest in, cash;
securities, including common, preferred and preference stocks;
warrants; subscription rights; profit-sharing interests or
participations and all other contracts for or
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evidence of equity interests; bonds, debentures, bills, time notes and
all other evidences of indebtedness; negotiable or non-negotiable
instruments; government securities, including securities of any state,
municipality or other political subdivision thereof, or any
governmental or quasi-governmental agency or instrumentality; and money
market instruments including bank certificates of deposit, finance
paper, commercial paper, bankers' acceptances and all kinds of
repurchase agreements, of any corporation, company, trust, association,
firm or other business organization however established, and of any
country, state, municipality or other political subdivision, or any
governmental or quasi-governmental agency or instrumentality; and the
Trustees shall be deemed to have the foregoing powers with respect to
any additional securities in which the Trust may invest should the
Fundamental Restrictions be amended.
(c) To acquire (by purchase, subscription or otherwise), to
hold, to trade in and deal in, to acquire any rights or options to
purchase or sell, to sell or otherwise dispose of, to lend and to
pledge any such securities, to enter into repurchase agreements,
reverse repurchase agreements, firm commitment agreements and forward
foreign currency exchange contracts, to purchase and sell options on
securities, securities indices, currency and other financial assets,
futures contracts and options on futures contracts of all descriptions
and to engage in all types of hedging and risk-management transactions.
(d) To exercise all rights, powers and privileges of ownership
or interest in all securities and repurchase agreements included in the
Trust Property, including the right to vote thereon and otherwise act
with respect thereto and to do all acts for the preservation,
protection, improvement and enhancement in value of all such securities
and repurchase agreements.
(e) To acquire (by purchase, lease or otherwise) and to hold,
use, maintain, develop and dispose of (by sale or otherwise) any
property, real or personal, including cash or foreign currency, and any
interest therein.
(f) To borrow money and in this connection issue notes or
other evidence of indebtedness; to secure borrowings by mortgaging,
pledging or otherwise subjecting as security the Trust Property; and to
endorse, guarantee, or undertake the performance of any obligation or
engagement of any other Person and to lend Trust Property.
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(g) To aid by further investment any corporation, company,
trust, association or firm, any obligation of or interest in which is
included in the Trust Property or in the affairs of which the Trustees
have any direct or indirect interest; to do all acts and things
designed to protect, preserve, improve or enhance the value of such
obligation or interest; and to guarantee or become surety on any or all
of the contracts, stocks, bonds, notes, debentures and other
obligations of any such corporation, company, trust, association or
firm.
(h) To enter into a plan of distribution and any related
agreements whereby the Trust may finance directly or indirectly any
activity which is primarily intended to result in sales of Shares.
(i) To adopt on behalf of the Trust or any Series thereof an
alternative purchase plan providing for the issuance of multiple
Classes of Shares (as authorized herein at Section 5.11), such Shares
being differentiated on the basis of purchase method and allocation of
distribution expenses.
(j) In general to carry on any other business in connection
with or incidental to any of the foregoing powers, to do everything
necessary, suitable or proper for the accomplishment of any purpose or
the attainment of any object or the furtherance of any power
hereinbefore set forth, either alone or in association with others, and
to do every other act or thing incidental or appurtenant to or arising
out of or connected with the aforesaid business or purposes, objects or
powers.
The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.
Section 2.3. Legal Title. Legal title to all the Trust Property shall
be vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust or any Series of the
Trust, or in the name of any other Person as nominee, on such terms as the
Trustees may determine, provided that the interest of the
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Trust therein is deemed appropriately protected. The right, title and interest
of the Trustees in the Trust Property and the Property of each Series of the
Trust shall vest automatically in each Person who may hereafter become a
Trustee. Upon the termination of the term of office, resignation, removal or
death of a Trustee he shall automatically cease to have any right, title or
interest in any of the Trust Property, and the right, title and interest of such
Trustee in the Trust Property shall vest automatically in the remaining
Trustees. Such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered.
Section 2.4. Issuance and Repurchase of Shares. The Trustees shall have
the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject
to the provisions set forth in Articles VI and VII and Section 5.11 hereof, to
apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds or property of the Trust, whether capital or
surplus or otherwise, to the full extent now or hereafter permitted by the laws
of The Commonwealth of Massachusetts governing business corporations.
Section 2.5. Delegation; Committees. The Trustees shall have the power,
consistent with their continuing exclusive authority over the management of the
Trust and the Trust Property, to delegate from time to time to such of their
number or to officers, employees or agents of the Trust the doing of such things
and the execution of such instruments either in the name of the Trust or any
Series of the Trust or the names of the Trustees or otherwise as the Trustees
may deem expedient, to the same extent as such delegation is permitted by the
1940 Act.
Section 2.6. Collection and Payment. Subject to Section 5.11 hereof,
the Trustees shall have the power to collect all property due to the Trust; to
pay all claims, including taxes, against the Trust Property; to prosecute,
defend, compromise or abandon any claims relating to the Trust Property; to
foreclose any security interest securing any obligations, by virtue of which any
property is owed to the Trust; and to enter into releases, agreements and other
instruments.
Section 2.7. Expenses. Subject to Section 5.11 hereof, the Trustees
shall have the power to incur and pay any expenses which in the opinion of the
Trustees are necessary or incidental to carry out any of the purposes of this
Declaration, and to pay reasonable compensation from the funds of the Trust to
themselves as Trustees. The Trustees shall fix the compensation of all officers,
employees and Trustees of the Trust.
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Section 2.8. Manner of Acting; By-laws. Except as otherwise provided
herein or in the By-laws, any action to be taken by the Trustees may be taken by
a majority of the Trustees present at a meeting of Trustees (a quorum being
present), including any meeting held by means of a conference telephone circuit
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, or by written consents of a majority of the
entire number of Trustees then in office. The Trustees may adopt By-laws not
inconsistent with this Declaration to provide for the conduct of the business of
the Trust and may amend or repeal such By-laws to the extent such power is not
reserved to the Shareholders.
Notwithstanding the foregoing provisions of this Section 2.8 and in
addition to such provisions or any other provision of this Declaration or of the
By-laws, the Trustees may by resolution appoint a committee consisting of less
than the whole number of Trustees then in office, which committee may be
empowered to act for and bind the Trustees and the Trust, as if the acts of such
committee were the acts of all the Trustees then in office, with respect to the
institution, prosecution, dismissal, settlement, review or investigation of any
action, suit or proceeding which shall be pending or threatened to be brought
before any court, administrative agency or other adjudicatory body.
Section 2.9. Miscellaneous Powers. Subject to Section 5.11 hereof, the
Trustees shall have the power to: (a) employ or contract with such Persons as
the Trustees may deem desirable for the transaction of the business of the Trust
or any Series thereof; (b) enter into joint ventures, partnerships and any other
combinations or associations; (c) remove Trustees or fill vacancies in or add to
their number, elect and remove such officers and appoint and terminate such
agents or employees as they consider appropriate, and appoint from their own
number, and terminate, any one or more committees which may exercise some or all
of the power and authority of the Trustees as the Trustees may determine; (d)
purchase, and pay for out of Trust Property or Trust Property of the appropriate
Series of the Trust, insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers, administrators, distributors,
selected dealers or independent contractors of the Trust against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to indemnity such
Person against such liability; (e) establish pension, profit-sharing, share
purchase, and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (f) to the extent permitted by law,
indemnify any person with whom the Trust or any Series thereof has dealings,
including the Investment
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Adviser, Administrator, Distributor, Transfer Agent and selected dealers, to
such extent as the Trustees shall determine; (g) guarantee indebtedness or
contractual obligations of others; (h) determine and change the fiscal year of
the Trust or any Series thereof and the method by which its or their accounts
shall be kept; (i) adopt a seal for the Trust, but the absence of such seal
shall not impair the validity of any instrument executed on behalf of the Trust;
and (j) establish record dates relating to meetings of shareholders, payments of
dividends or other distributions, exchanges or conversions of shares or any
other matter deemed appropriate by the Trustees.
Section 2.10. Principal Transactions. Except in transactions not
permitted by the 1940 Act or rules and regulations adopted by the Commission,
the Trustees may, on behalf of the Trust, buy any securities from or sell any
securities to, or lend any assets of the Trust or any Series thereof to any
Trustee or officer of the Trust or any firm of which any such Trustee or officer
is a member acting as principal, or have any such dealings with the Investment
Adviser, Distributor or Transfer Agent or with any Interested Person of such
Person; and the Trust or a Series thereof may employ any such Person, or firm or
company in which such Person is an Interested Person, as broker, legal counsel,
registrar, transfer agent, dividend disbursing agent or custodian upon customary
terms.
Section 2.11. Litigation. The Trustees shall have the power to engage
in and to prosecute, defend, compromise, abandon, or adjust by arbitration, Or
otherwise, any actions, suits, proceedings, disputes, claims and demands
relating to the Trust, and out of the assets of the Trust or any Series thereof
to pay or to satisfy any debts, claims Or expenses incurred in connection
therewith, including those of litigation, and such power shall include without
limitation the power of the Trustees or any appropriate committee thereof, in
the exercise of their or its good faith business judgment, to dismiss any
action, suit, proceeding, dispute, claim or demand, derivative or otherwise,
brought by any person, including a Shareholder in its own name or the name of
the Trust, whether or not the Trust or any of the Trustees may be named
individually therein or the subject matter arises by reason of business for or
on behalf of the Trust.
Section 2.12. Number of Trustees. The number of Trustees shall be such
number as shall be fixed from time to time by a written instrument signed by a
majority of the Trustees, provided, however, that the number of Trustees shall
in no event be less than three (3) nor more than fifteen (15).
Section 2.13. Election and Term. Except for the Trustees named herein
or appointed to fill vacancies pursuant to
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Section 2.15 hereof, the Trustees may succeed themselves and shall be elected by
the Shareholders owning of record a plurality of the Shares voting at a meeting
of Shareholders on a date fixed by the Trustees. Except in the event of
resignations or removals pursuant to Section 2.14 hereof, each Trustee shall
hold office until such time as less than a majority of the Trustees holding
office have been elected by Shareholders. In such event the Trustees then in
office shall call a Shareholders' meeting for the election of Trustees. Except
for the foregoing circumstances, the Trustees shall continue to hold office and
may appoint successor Trustees.
Section 2.14. Resignation and Removal. Any Trustee may resign his trust
(without the need for any prior or subsequent accounting) by an instrument in
writing signed by him and delivered to the other Trustees and such resignation
shall be effective upon such delivery, or at a later date according to the terms
of the instrument. Any of the Trustees may be removed (provided the aggregate
number of Trustees after such removal shall not be less than three) for cause,
by the action of two-thirds of the remaining Trustees or by action of the
holders of two-thirds of the outstanding Shares of the Trust (for purposes of
determining the circumstances and procedures under which any such removal by the
Shareholders may take place, the provisions of Section 16(c) of the 1940 Act (or
any successor provisions) shall be applicable to the same extent as if the Trust
were subject to the provisions of that Section). Upon the resignation or removal
of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and
deliver such documents as the remaining Trustees shall require for the purpose
of memorializing the conveyance to the Trust or the remaining Trustees of any
Trust Property held in the name of the resigning or removed Trustee. Upon the
incapacity or death of any Trustee, his legal representative shall execute and
deliver on his behalf such documents as the remaining Trustees shall require as
provided in the preceding sentence.
Section 2.15. Vacancies. The term of office of a Trustee shall
terminate and a vacancy shall occur in the event of his death, retirement,
resignation, removal, bankruptcy, adjudicated incompetence or other incapacity
to perform the duties of the office of a Trustee. No such vacancy shall operate
to annul the Declaration or to revoke any existing agency created pursuant to
the terms of the Declaration. In the case of an existing vacancy, including a
vacancy existing by reason of an increase in the number of Trustees, subject to
the provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall
fill such vacancy by the appointment of such other person as they in their
discretion shall see fit, made by a written instrument signed by a majority of
the Trustees then in office. Any such appointment shall not become effective,
however, until the person named in the written
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instrument of appointment shall have accepted in writing such appointment and
agreed in writing to be bound by the terms of the Declaration. An appointment of
a Trustee may be made in anticipation of a vacancy to occur at a later date by
reason of retirement, resignation or increase in the number of Trustees,
provided that such appointment shall not become effective prior to such
retirement, resignation or increase in the number of Trustees. Whenever a
vacancy in the number of Trustees shall occur, until such vacancy is filled as
provided in this Section 2.15, the Trustees in office, regardless of their
number, shall have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by the Declaration. A written
instrument certifying the existence of such vacancy signed by a majority of the
Trustees in office shall be conclusive evidence of the existence of such
vacancy.
Section 2.16. Delegation of Power to Other Trustees. Any Trustee may,
by power of attorney, delegate his power for a period not exceeding six (6)
months at any one time to any other Trustee or Trustees; provided that in no
case shall fewer than three (3) Trustees personally exercise the powers granted
to the Trustees under this Declaration except as herein otherwise expressly
provided.
ARTICLE III
CONTRACTS
Section 3.1. Underwriting Contract. The Trustees may in their
discretion from time to time enter into an exclusive or non-exclusive
distribution contract or contracts providing for the sale of the Shares to net
the Trust or the applicable Series of the Trust not less than the amount
provided for in Section 7.1 of Article VII hereof, whereby the Trustees may
either agree to sell the Shares to the other party to the contract or appoint
such other party as their sales agent for the Shares, and in either case on such
terms and conditions, if any, as may be prescribed in the By-laws, and such
further terms and conditions as the Trustees may in their discretion determine
not inconsistent with the provisions of this Article III or of the By-laws; and
such contract may also provide for the repurchase of the Shares by such other
party as agent of the Trustees.
Section 3.2. Advisory or Management Contract. Subject to approval by a
vote of a majority of Shares outstanding and entitled to vote, the Trustees may
in their discretion from time to time enter into one or more investment advisory
or management contracts or, if the Trustees establish multiple Series, separate
investment advisory or management contracts with respect to one or more Series
whereby the other party or parties to any such
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contracts shall undertake to furnish the Trust or such Series management,
investment advisory, administration, accounting, legal, statistical and research
facilities and services, promotional or marketing activities, and such other
facilities and services, if any, as the Trustees shall from time to time
consider desirable and all upon such terms and conditions as the Trustees may in
their discretion determine. Notwithstanding any provisions of the Declaration,
the Trustees may authorize the Investment Advisers, or any Of them, under any
such contracts (subject to such general or specific instructions as the Trustees
may from time to time adopt) to effect purchases, sales, loans or exchanges of
portfolio securities and other investments of the Trust on behalf of the
Trustees or may authorize any officer, employee or Trustee to effect such
purchases, sales, loans or exchanges pursuant to recommendations of such
Investment Advisers, or any of them (and all without further action by the
Trustees). Any such purchases, sales, loans and exchanges shall be deemed to
have been authorized by all of the Trustees. The Trustees may, in their sole
discretion, call a meeting of Shareholders in order to submit to a vote of
Shareholders at such meeting the approval or continuance of any such investment
advisory or management contract. If the Shareholders of any one or more of the
Series of the Trust should fail to approve any such investment advisory or
management contract, the Investment Adviser may nonetheless serve as Investment
Adviser with respect to any Series whose Shareholders approve such contract.
Section 3.3. Administration Agreement. The Trustees may in their
discretion from time to time enter into an administration agreement or, if the
Trustees establish multiple Series or Classes, separate administration
agreements with respect to each Series or Class, whereby the other party to such
agreement shall undertake to manage the business affairs of the Trust or of a
Series or Class thereof furnish the Trust or a Series or a Class thereof with
office facilities, and shall be responsible for the ordinary clerical,
bookkeeping and recordkeeping services at such office facilities, and other
facilities and services, if any, and all upon such terms and conditions as the
Trustees may in their discretion determine.
Section 3.4. Service Agreement. The Trustees may in their discretion
from time to time enter into Service Agreements with respect to one or more
Series or Classes of Shares whereby the other parties to such Service Agreements
will provide administration and/or support services pursuant to Administration
Plans and Service Plans, and all upon such terms and conditions as the Trustees
in their discretion may determine.
Section 3.5. Transfer Agent. The Trustees may in their discretion from
time to time enter into a transfer agency and
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shareholder service contract whereby the other party to such contract shall
undertake to furnish transfer agency and shareholder services to the Trust. The
contract shall have such terms and conditions as the Trustees may in their
discretion deem not inconsistent with the Declaration. Such services may be
provided by one or more Persons.
Section 3.6. Custodian. The Trustees may appoint or otherwise engage
one or more banks or trust companies, each having an aggregate capital, surplus
and undivided profits (as shown in its last published report) of at least two
million dollars ($2,000,000) to serve as Custodian with authority as its agent,
but subject to such restrictions, limitations and other requirements, if any, as
may be contained in the By-Laws of the Trust. The Trustees may also authorize
the Custodian to employ one or more sub- custodians, including such foreign
banks and securities depositories as meet the requirements of applicable
provisions of the 1940 Act, and upon such terms and conditions as may be agreed
upon between the Custodian and such sub- custodian, to hold securities and other
assets of the Trust and to perform the acts and services of the Custodian,
subject to applicable provisions of law and resolutions adopted by the Trustees.
Section 3.7. Affiliations of Trustees or Officers, Etc. The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust
or any Series thereof is a shareholder, director, officer, partner,
trustee, employee, manager, adviser or distributor of or for any
partnership, corporation, trust, association or other organization or
of or for any parent or affiliate of any organization, with which a
contract of the character described in Sections 3.1, 3.2, 3.3 or 3.4
above or for services as Custodian, Transfer Agent or disbursing agent
or for related services may have been or may hereafter be made, or that
any such organization, or any parent or affiliate thereof, is a
Shareholder of or has an interest in the Trust, or that
(ii) any partnership, corporation, trust, association or other
organization with which a contract of the character described in
Sections 3.1, 3.2, 3.3 or 3.4 above or for services as Custodian,
Transfer Agent or disbursing agent or for related services may have
been or may hereafter be made also has any one or more of such
contracts with one or mom other partnerships, corporations, trusts,
associations or other organizations, or has other business or
interests, shall not affect the validity of any such contract or
disqualify any Shareholder, Trustee or officer of the Trust
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from voting upon or executing the same or create any liability or
accountability to the Trust or its Shareholders.
Section 3.8. Compliance with 1940 Act. Any contract entered into
pursuant to Sections 3.1 or 3.2 shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act (including any amendment thereof or
other applicable Act of Congress hereafter enacted), as modified by any
applicable order or orders of the Commission, with respect to its continuance in
effect, its termination and the method of authorization and approval of such
contract or renewal thereof.
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust or any Series thereof. No Trustee, officer, employee or agent of the Trust
or any Series thereof shall be subject to any personal liability whatsoever to
any Person, other than to the Trust or its Shareholders, in connection with
Trust Property or the affairs of the Trust, except to the extent arising from
bad faith, willful misfeasance, gross negligence or reckless disregard of his
duties with respect to such Person; and all such Persons shall look solely to
the Trust Property, or to the Property of one or more specific Series of the
Trust if the claim arises from the conduct of such Trustee, officer, employee or
agent with respect to only such Series, for satisfaction Of claims of any nature
arising in connection with the affairs of the Trust. If any Shareholder,
Trustee, officer, employee, or agent, as such, of the Trust or any Series
thereof, is made a party to any suit or proceeding to enforce any such liability
of the Trust or any Series thereof, he shall not, on account thereof, be held to
any personal liability. The Trust shall indemnify and hold each Shareholder
harmless from and against all claims and liabilities, to which such Shareholder
may become subject by reason of his being or having been a Shareholder, and
shall reimburse such Shareholder or former Shareholder (Or his or her heirs,
executors, administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general successor) out of
the Trust Property for all legal and other expenses reasonably incurred by him
in connection with any such claim or liability. The indemnification and
reimbursement required by the preceding sentence shall be made only out of
assets of the one or more Series whose Shares were held by said Shareholder at
the time the act or event occurred which gave rise to the claim against or
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liability of said Shareholder. The rights accruing to a Shareholder under this
Section 4.1 shall not impair any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained restrict the right of the
Trust or any Series thereof to indemnify or reimburse a Shareholder in any
appropriate situation even though not specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer,
employee or agent of the Trust or any Series thereof shall be liable to the
Trust, its Shareholders, or to any Shareholder, Trustee, officer, employee, or
agent thereof for any action or failure to act (including without limitation the
failure to compel in any way any former or acting Trustee to redress any breach
of trust) except for his own bad faith, willful misfeasance, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions
and limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee, officer,
employee or agent of the Trust (including any individual who serves at
its request as director, officer, partner, trustee or the like of
another organization in which it has any interest as a shareholder,
creditor or otherwise) shall be indemnified by the Trust, or by one or
mom Series thereof if the claim arises from his or her conduct with
respect to only such Series, to the fullest extent permitted by law
against all liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal, or other, including appeals), actual or threatened; and the
words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust, a Series thereof or
the Shareholders by reason of willful misfeasance,
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bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust or a
Series thereof;
(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b) (ii)
resulting in a payment by a Trustee or officer, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office:
(A) by the court or other body approving the
settlement or other disposition;
(B) based upon a review of readily available facts
(as opposed to a full trial-type inquiry) by (x) vote of a
majority of the Non-interested Trustees acting on the matter
(provided that a majority of the Non-interested Trustees then
in office act on the matter) or (y) written opinion of
independent legal counsel; or
(C) by a vote of a majority of the Shares outstanding
and entitled to vote (excluding Shares owned of record or
beneficially by such individual).
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
affect any other rights to which any Trustee or officer may now or hereafter be
entitled, shall continue as to a person who has ceased to be such Trustee or
officer and shall inure to the benefit of the heirs, executors, administrators
and assigns of such a person. Nothing contained herein shall affect any rights
to indemnification to which personnel of the Trust or any Series thereof other
than Trustees and officers may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of this
Section 4.3 may be advanced by the Trust or a Series thereof prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4.3, provided that either:
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(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust or Series
thereof shall be insured against losses arising out of any such
advances; or
(ii) a majority of the Non-interested Trustees acting on the
matter (provided that a majority of the Non-interested Trustees act on
the matter) or an independent legal counsel in a written opinion shall
determine, based upon a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to indemnification.
As used in this Section 4.3, a "Non-interested Trustee" is one who (i)
is not an "Interested Person" of the Trust (including anyone who has been
exempted from being an "Interested Person" by any rule, regulation or order of
the Commission), and (ii) is not involved in the claim, action, suit or
proceeding.
Section 4.4. No Bond Required of Trustees. No Trustee shall be
obligated to give any bond or other security for the performance of any of his
duties hereunder.
Section 4.5. No Duty of Investigation; Notice in Trust Instruments,
Etc. No purchaser, lender, transfer agent or other Person dealing with the
Trustees or any officer, employee or agent of the Trust or a Series thereof
shall be bound to make any inquiry concerning the validity of any transaction
purporting to be made by the Trustees or by said officer, employee or agent or
be liable for the application of money or property paid, loaned, or delivered to
or on the order of the Trustees or of said officer, employee or agent. Every
obligation, contract, instrument, certificate, Share, other security of the
Trust or a Series thereof or undertaking, and every other act or thing
whatsoever executed in connection with the Trust shall be conclusively presumed
to have been executed or done by the executors thereof only in their capacity as
Trustees under this Declaration or in their capacity as officers, employees or
agents of the Trust or a Series thereof. Every written obligation, contract,
instrument, certificate, Sham, other security of the Trust or a Series thereof
or undertaking made or issued by the Trustees may recite that the same is
executed or made by them not individually, but as Trustees under the
Declaration, and that the obligations of the Trust or a Series thereof under any
such instrument are not binding upon any of the Trustees or Shareholders
individually, but bind only the Trust Property or the Trust Property of the
applicable Series, and may contain any further recital which they may deem
appropriate, but the omission of such recital shall not operate to bind the
Trustees individually. The Trustees shall at all times maintain insurance
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for the protection of the Trust Property or the Trust Property of the applicable
Series, its Shareholders, Trustees, officers, employees and agents in such
amount as the Trustees shall deem adequate to cover possible tort liability, and
such other insurance as the Trustees in their sole judgment shall deem
advisable.
Section 4.6. Reliance on Experts, Etc. Each Trustee, officer or
employee of the Trust or a Series thereof shall, in the performance of his
duties, be fully and completely justified and protected with regard to any act
or any failure to act resulting from reliance in good faith upon the books of
account or other records of the Trust Or a Series thereof, upon an opinion of
counsel, or upon reports made to the Trust or a Series thereof by any of its
officers or employees or by the Investment Adviser, the Administrator, the
Distributor, Transfer Agent, selected dealers, accountants, appraisers or other
experts or consultants selected with reasonable care by the Trustees, officers
or employees of the Trust, regardless of whether such counsel or expert may also
be a Trustee.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest
without par value. The number of such Shares of beneficial interest authorized
hereunder is unlimited. The Trustees shall have the exclusive authority without
the requirement of Shareholder approval to establish and designate one or more
Series of shares and one or more Classes thereof as the Trustees deem necessary
or desirable. Each share of any Series shall represent an equal proportionate
Share in the assets of that Series with each other Share in that Series. Subject
to the provisions of Section 5.11 hereof, the Trustees may also authorize the
creation of additional Series of Shares (the proceeds of which may be invested
in separate, independently managed portfolios) and additional Classes of Shares
within any Series. All Shares issued hereunder including, without limitation,
Shares issued In connection with a dividend in Shares or a split in Shares,
shall be fully paid and nonassessable by the Trust.
Section 5.2. Rights of Shareholders. The ownership of the Trust
Property of every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest therein other than the beneficial interest conferred by their
Shares, and they shall have no right to call for any partition or division of
any property, profits, rights or interests of the Trust nor can
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they be called upon to share or assume any losses of the Trust or suffer an
assessment of any kind by virtue of their ownership of Shares. The Shares shall
be personal property giving only the rights specifically set forth in this
Declaration. The Shares shall not entitle the holder to preference, preemptive,
appraisal, conversion or exchange rights, except as the Trustees may determine
with respect to any Series or Class of Shams.
Section 5.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.
Section 5.4. Issuance of Shares. The Trustees in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, including cash
or property, at such time or times and on such terms as the Trustees may deem
best, except that only Shares previously contracted to be sold may be issued
during any period when the right of redemption 15 suspended pursuant to Section
6.9 hereof, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with the assumption of,
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares and Shares held in the treasury. The
Trustees may from time to time divide or combine the Shares of the Trust or, if
the Shares be divided into Series or Classes, of any Series or any Class thereof
of the Trust, into a greater or lesser number without thereby changing the
proportionate beneficial interests in the Trust or in the Trust Property
allocated or belonging to such Series or Class. Contributions to the Trust or
Series thereof may be accepted for, and Shares shall be redeemed as, whole
Shares and/or 1/1,000ths of a Share or integral multiples thereof.
Section 5.5. Register of Shares. A register shall be kept at the
principal office of the Trust or an office of the Transfer Agent which shall
contain the names and addresses of the Shareholders and the number of Shares
held by them respectively and a record of all transfers thereof. Such register
shall be conclusive as to who are the holders of the Shares and who shall be
entitled to receive dividends or distributions or otherwise to exercise or enjoy
the rights of Shareholders. No Shareholder shall be entitled to receive payment
of any dividend or
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distribution, nor to have notice given to him as provided herein or in the
By-Laws, until he has given his address to the Transfer Agent or such other
officer or agent of the Trustees as shall keep the said register for entry
thereon. It is not contemplated that certificates will be issued for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of share
certificates and promulgate appropriate rules and regulations as to their use.
Section 5.6. Transfer of Shares. Shares shall be transferable on the
records of the Trust only by the record holder thereof or by his agent thereunto
duly authorized in writing, upon delivery to the Trustees or the Transfer Agent
of a duly executed instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization and of other matters as may
reasonably be required Upon such delivery the transfer shall be recorded on the
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor any transfer agent or registrar nor any officer,
employee or agent of the Trust shall be affected by any notice of the proposed
transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy or incompetence of any Shareholder, or otherwise by operation of law,
shall be recorded on the register of Shares as the holder of such Shares upon
production of the proper evidence thereof to the Trustees or the Transfer Agent,
but until such record is made, the Shareholder of record shall be deemed to be
the holder of such Shares for all purposes hereunder and neither the Trustees
nor any Transfer Agent or registrar nor any officer or agent of the Trust shall
be affected by any notice of such death, bankruptcy or incompetence, or other
operation of law.
Section 5.7. Notices. Any and all notices to which any Shareholder may
be entitled and any and all communications shall be deemed duly served or given
if mailed, postage prepaid, addressed to any Shareholder of record at his last
known address as recorded on the register of the Trust.
Section 5.8. Treasury Shares. Shares held in the treasury shall, until
resold pursuant to Section 5.4, not confer any voting rights on the Trustees,
nor shall such Shares be entitled to any dividends Or other distributions
declared with respect to the Shares.
Section 5.9. Voting Powers. The Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Section 2.13; (ii) with
respect to any investment advisory
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contract entered into pursuant to Section 3.2; (iii) with respect to termination
of the Trust or a Series or Class thereof as provided in Section 8.2; (iv) with
respect to any amendment of this Declaration to the extent and as provided in
Section 8.3; (v) with respect to any merger, consolidation or sale of assets as
provided in Section 8.4; (vi) with respect to incorporation of the Trust to the
extent and as provided in Section 8.5; (vii) to the same extent as the
stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or a Series thereof or
the Shareholders of either; (viii) with respect to any plan adopted pursuant to
Rule 1 2b-1 (or any successor rule) under the 1940 Act, and related matters, to
the extent required under the 1940 Act; and (ix) with respect to such additional
matters relating to the Trust as may be required by this Declaration, the Bylaws
or any registration of the Trust as an investment company under the 1940 Act
with the Commission (Or any successor agency) or as the Trustees may consider
necessary or desirable. Each whole Sham shall be entitled to one vote as to any
matter on which it is entitled to vote and each fractional Share shall be
entitled to a proportionate fractional vote. On any matter submitted to a vote
of Shareholders, all Shares shall be voted by individual Series except (1) when
permitted by the 1940 Act, Shares shall be voted In the aggregate and not by
individual Series; and (2) when the Trustees have determined that the matter
affects only the interests of one or more Series Or Class thereof, then only the
Shareholders of such Series or Class thereof shall be entitled to vote thereon.
The Trustees may, in conjunction with the establishment of any further Series or
any Classes of Shares, establish conditions under which the several Series or
Classes of Shares shall have separate voting rights or no voting rights. There
shall be no cumulative voting in the election of Trustees. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action required by law, this Declaration or the By-Laws to be taken by
Shareholders. The By-Laws may include further provisions for Shareholders' votes
and meetings and related matters.
Section 5.10. Meetings of Shareholders. No annual or regular meetings
of Shareholders are required. Special meetings of the Shareholders, including
meetings involving only the holders of Shams of one or more but less than all
Series or Classes thereof, may be called at any time by the Chairman of the
Board, President, or any Vice President of the Trust, and shall be called by the
President or the Secretary at the request, in writing or by resolution, of a
majority of the Trustees, or at the written request of the holder or holders of
ten percent (10%) or more of the total number of Shares then issued and
outstanding of the Trust entitled to vote at such meeting. Meetings of the
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Shareholders of any Series of the Trust shall be called by the President or the
Secretary at the written request of the holder or holders of ten percent (10%)
or more of the total number of Shares then issued and outstanding of such Series
of the Trust entitled to vote at such meeting. Any such request shall state the
purpose of the proposed meeting.
Section 5.11. Series or Class Designation. (a) Without limiting the
authority of the Trustees set forth in Section 5.1 to establish and designate
any further Series, it is hereby confirmed that the Trust consists of the
presently Outstanding Shares of three Series: Pioneer Capital Growth Fund,
Pioneer Equity Income Fund and Pioneer Gold Shares (the "Existing Series").
(b) Without limiting the authority of the Trustees set forth in Section
5.1 to establish and designate any further Classes, it is hereby confirmed that
each Series of the Trust's Shares consists of a single Class.
(c) The Shares of the Existing Series and each Class thereof herein
established and designated and any Shares of any further Series and Classes that
may from time to time be established and designated by the Trustees shall be
established and designated, and the variations in the relative rights and
preferences as between the different Series shall be fixed and determined, by
the Trustees (unless the Trustees otherwise determine with respect to further
Series or Classes at the time of establishing and designating the same);
provided, that all Shams shall be identical except that there may be variations
so fixed and determined between different Series or Classes thereof as to
investment objective, policies and restrictions, purchase price, payment
obligations, distribution expenses, right of redemption, special and relative
rights as to dividends and on liquidation, conversion rights, exchange rights,
and conditions under which the several Series shall have separate voting rights,
all of which are subject to the limitations set forth below. All references to
Shares in this Declaration shall be deemed to be Shares of any or all Series or
Classes as the context may require.
(d) As to any existing Series and Classes, both heretofore and herein
established and designated, and any further division of Shares of the Trust into
additional Series or Classes, the following provisions shall be applicable:
(i) The number of authorized Shares and the number of Shares
of each Series or Class thereof that may be issued shall be unlimited.
The Trustees may classify or reclassify any unissued Shares or any
Shares previously issued and reacquired of any Series or Class into one
or more Series or one or more Classes that may be established and
designated
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from time to time. The Trustees may hold as treasury shares (of the
same or some other Series or Class), reissue for such consideration and
on such terms as they may determine, or cancel any Shares of any Series
or Class reacquired by the Trust at their discretion from time to time.
(ii) All consideration received by the Trust for the issue or
sale of Shares of a particular Series or Class, together with all
assets in which such consideration is invested or reinvested, all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series
for all purposes, subject only to the tights of creditors of such
Series and except as may otherwise be required by applicable tax laws,
and shall be so recorded upon the books of account of the Trust. In the
event that there are any assets, income, earnings, profits and proceeds
thereof, funds or payments which are not readily identifiable as
belonging to any particular Series, the Trustees shall allocate them
among any one or more of the Series established and designated from
time to time in such manner and on such basis as they, in their sole
discretion, deem fair and equitable. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all
Series for all purposes. No holder of Shams of any Series shall have
any claim on or right to any assets allocated or belonging to any other
Series.
(iii) The assets belonging to each particular Series shall be
charged with the liabilities of the Trust in respect of that Series or
the appropriate Class or Classes thereof and all expenses, costs,
charges and reserves attributable to that Series or Class or Classes
thereof, and any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as belonging
to any particular Series shall be allocated and charged by the Trustees
to and among any one or more of the Series established and designated
from time to time in such manner and on such basis as the Trustees in
their sole discretion deem fair and equitable. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the Shareholders of all Series and
Classes for all purposes. The Trustees shall have full discretion, to
the extent not inconsistent with the 1940 Act, to determine which items
are capital; and each such determination and allocation shall be
conclusive and binding upon the Shareholders. The assets of a
particular Series of the Trust shall, under no circumstances, be
charged
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with liabilities attributable to any other Series or Class thereof of
the Trust. All persons extending credit to, or contracting with or
having any claim against a particular Series or Class of the Trust
shall look only to the assets of that particular Series for payment of
such credit, contract or claim.
(iv) The power of the Trustees to pay dividends and make
distributions shall be governed by Section 7.2 of this Declaration with
respect to any Series or Classes which represent the interests in the
assets of the Trust immediately prior to the establishment of two or
mom Series or Classes. With respect to any other Series or Class,
dividends and distributions on Shares of a particular Series or Class
may be paid with such frequency as the Trustees may determine, which
may be daily or otherwise, pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees
may determine, to the holders of Shares of that Series or Class, from
such of the income and capital gains, accrued or realized, from the
assets belonging to that Series, as the Trustees may determine, after
providing for actual and accrued liabilities belonging to that Series
or Class. All dividends and distributions on Shares of a particular
Series or Class shall be distributed pro rata to the Shareholders of
that Series or Class in proportion to the number of Shares of that
Series or Class held by such Shareholders at the time of record
established for the payment of such dividends or distribution.
(v) Each Share of a Series of the Trust shall represent a
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series or Class thereof shall be entitled to receive his
pro rata share of distributions of income and capital gains made with
respect to such Series or Class net of expenses. Upon redemption of his
Shares or indemnification for liabilities incurred by reason of his
being or having been a Shareholder of a Series or Class, such
Shareholder shall be paid solely out of the funds and property of such
Series of the Trust. Upon liquidation or termination of a Series or
Class thereof of the Trust, Shareholders of such Series Or Class
thereof shall be entitled to receive a pro rata share of the net assets
of such Series. A Shareholder of a particular Series of the Trust shall
not be entitled to participate in a derivative or class action on
behalf of any other Series or the Shareholders of any other Series of
the Trust.
(vi) On each matter submitted to a vote of Shareholders, all
Shares of all Series and Classes shall vote as a single class;
provided, however, that (1) as to any matter
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with respect to which a separate vote of any Series or Class is
required by the 1940 Act or is required by attributes applicable to any
Series or Class or is required by any Rule 1 2b-1 plan, such
requirements as to a separate vote by that Series or Class shall apply;
(2) to the extent that a matter referred to in clause (1) above affects
more than one Class or Series and the interests of each such Class or
Series in the matter are identical, then, subject to clause (3) below,
the Shares of all such affected Classes or Series shall vote as a
single Class; (3) as to any matter which does not affect the interests
of a particular Series or Class, only the holders of Shares Of the one
or more affected Series or Classes shall be entitled to vote; and (4)
the provisions of the following sentence shall apply. On any matter
that pertains to any particular Class of a particular Series or to any
Class expenses with respect to any Series which matter may be submitted
to a vote of Shareholders, only Shares of the affected Class or that
Series, as the case may be, shall be entitled to vote except that: (x)
to the extent said matter affects Shares of another Class or Series,
such other Shares shall also be entitled to vote, and in such cases
Shares of the affected Class, as the case may be, of such Series shall
be voted in the aggregate together with such other Shares; and (y) to
the extent that said matter does not affect Shares of a particular
Class of such Series, said Shares shall not be entitled to vote (except
where otherwise required by law or permitted by the Trustees acting in
their sole discretion) even though the matter is submitted to a vote of
the Shareholders of any other Class or Series.
(vii) Except as otherwise provided in this Article V, the
Trustees shall have the power to determine the designations,
preferences, privileges, payment obligations, limitations and rights,
including voting and dividend rights, of each Class and Series of
Shares. Subject to compliance with the requirements of the 1940 Act,
the Trustees shall have the authority to provide that the holders of
Shares of any Series Or Class shall have the right to convert or
exchange said Shares into Shares of one or more Series or Classes of
Shares in accordance with such requirements, conditions and procedures
as may be established by the Trustees.
(viii) The establishment and designation of any Series or
Classes of Shares shall be effective upon the execution by a majority
of the then Trustees of an instrument setting forth such establishment
and designation and the relative rights and preferences of such Series
or Classes, or as otherwise provided in such instrument. At any time
that there are no Shares outstanding of any particular Series
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or Class previously established and designated, the Trustees may by an
instrument executed by a majority of their number abolish that Series
or Class and the establishment and designation thereof. Each instrument
referred to in this section shall have the status of an amendment to
this Declaration.
Section 5.12. Assent to Declaration of Trust. Every Shareholder, by
virtue of having become a Shareholder, shall be held to have expressly assented
and agreed to the terms hereof and to have become a party hereto.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. Redemption of Shares. (a) All Shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. Redeemed or repurchased Shares may be resold by the Trust. The
Trust may require any Shareholder to pay a sales charge to the Trust, the
underwriter, or any other person designated by the Trustees upon redemption or
repurchase of Shares in such amount and upon such conditions as shall be
determined from time to time by the Trustees.
(b) The Trust shall redeem the Shares of the Trust or any Series or
Class thereof at the price determined as hereinafter set forth, upon the
appropriately verified written application of the record holder thereof (or upon
such other form of request as the Trustees may determine) at such office or
agency as may be designated from time to time for that purpose by the Trustees.
The Trustees may from time to time specify additional conditions, not
inconsistent with the 1940 Act, regarding the redemption of Shares in the
Trust's then effective Prospectus.
Section 6.2. Price. Shares shall be redeemed at a price based on their
net asset value determined as set forth in Section 7.1 hereof as of such time as
the Trustees shall have theretofore prescribed by resolution. In the absence of
such resolution, the redemption price of Shares deposited shall be based on the
net asset value of such Shams next determined as set forth in Section 7.1 hereof
after receipt of such application. The amount of any contingent deferred sales
charge or redemption fee payable upon redemption of Shams may be deducted from
the proceeds of such redemption.
Section 6.3. Payment. Payment of the redemption price of Shares of the
Trust or any Series or Class thereof shall be made in cash or in property to the
Shareholder at such time and in the
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manner, not inconsistent with the 1940 Act or other applicable laws, as may be
specified from time to time in the Trust's then effective Prospectus, subject to
the provisions of Section 6.4 hereof. Notwithstanding the foregoing, the
Trustees may withhold from such redemption proceeds any amount arising (i) from
a liability of the redeeming Shareholder to the Trust or (ii) in connection with
any Federal or state tax withholding requirements.
Section 6.4. Effect of Suspension of Determination of Net Asset Value.
If, pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of
the determination of net asset value with respect to Shares of the Trust or of
any Series or Class thereof, the rights of Shareholders (including those who
shall have applied for redemption pursuant to Section 6.1 hereof but who shall
not yet have received payment) to have Shares redeemed and paid for by the Trust
or a Series or Class thereof shall be suspended until the termination of such
suspension is declared. Any record holder who shall have his redemption right so
suspended may, during the period of such suspension, by appropriate written
notice of revocation at the office or agency where application was made, revoke
any application for redemption not honored and withdraw any Share certificates
on deposit. The redemption price of Shares for which redemption applications
have not been revoked shall be based on the net asset value of such Shares next
determined as set forth in Section 7.1 after the termination of such suspension,
and payment shall be made within seven (7) days after the date upon which the
application was made plus the period after such application during which the
determination of net asset value was suspended.
Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per share determined as of the time when the purchase or contract of
purchase is made or the net asset value as of any time which may be later
determined pursuant to Section 7.1 hereof, provided payment is not made for the
Shares prior to the time as Of which such net asset value is determined.
Section 6.6. Redemption of Shareholder's Interest. The Trustees, in
their sole discretion, may cause the Trust to redeem all of the Shares of one or
mom Series or Class thereof held by any Shareholder if the value of such Shares
held by such Shareholder is less than the minimum amount established from time
to time by the Trustees.
Section 6.7. Redemption of Shares in Order to Qualify as Regulated
Investment Company; Disclosure of Holding. (a) If the Trustees shall, at any
time and in good faith, be of the opinion
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that direct or indirect ownership of Shares or other securities of the Trust has
or may become concentrated in any Person to an extent which would disqualify the
Trust or any Series of the Trust as a regulated investment company under the
Internal Revenue Code of 1986, then the Trustees shall have the power by lot or
other means deemed equitable by them (i) to call for redemption by any such
Person a number, or principal amount, of Shares or other securities of the Trust
or any Series of the Trust sufficient to maintain or bring the direct or
indirect ownership of Shares or other securities of the Trust or any Series of
the Trust into conformity with the requirements for such qualification and (ii)
to refuse to transfer or issue Shares or other securities of the Trust or any
Series of the Trust to any Person whose acquisition of the Shares or other
securities of the Trust or any Series of the Trust in question would result in
such disqualification. The redemption shall be effected at the redemption price
and in the manner provided in Section 6.1.
(b) The holders of Shares or other securities of the Trust or any
Series of the Trust shall upon demand disclose to the Trustees in writing such
information with respect to direct and indirect ownership of Shares or other
securities of the Trust or any Series of the Trust as the Trustees deem
necessary to comply with the provisions of the Internal Revenue Code of 1986, as
amended, or to comply with the requirements of any other taxing authority.
Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also reduce the number of outstanding Shares
of the Trust or any Series of the Trust pursuant to the provisions of Section
7.3.
Section 6.9. Suspension of Right of Redemption. The Trust may declare a
Suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust or a Series
thereof of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Trust or a Series thereof fairly to determine the
value of its net assets, or (iv) during any other period when the Commission may
for the protection of Shareholders of the Trust by order permit suspension of
the right of redemption or postponement of the date of payment or redemption;
provided that applicable rules and regulations of the Commission shall govern as
to whether the conditions prescribed in clauses (ii), (iii), or (iv) exist. Such
suspension shall take effect at such time as the Trust shall specify but not
later than the close of business on the business day next following the
declaration of suspension, and thereafter
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there shall be no right of redemption or payment on redemption until the Trust
shall declare the suspension at an end, except that the suspension shall
terminate in any event on the first day on which said stock exchange shall have
reopened or the period specified in (ii) or (iii) shall have expired (as to
which in the absence of an official ruling by the Commission, the determination
of the Trust shall be conclusive). In the case of a suspension of the right of
redemption, a Shareholder may either withdraw his request for redemption or
receive payment based on the net asset value existing after the termination of
the suspension.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
Section 7.1. Net Asset Value. The net asset value of each outstanding
Share of the Trust or of each Series or Class thereof shall be determined on
such days and at such time or times as the Trustees may determine. The value of
the assets of the Trust or any Series thereof may be determined (i) by a pricing
service which utilizes electronic pricing techniques based on general
institutional trading, (ii) by appraisal of the securities owned by the Trust or
any Series of the Trust, (iii) in certain cases, at amortized cost, or (iv) by
such other method as shall be deemed to reflect the fair value thereof,
determined in good faith by or under the direction of the Trustees. From the
total value of said assets, there shall be deducted all indebtedness, interest,
taxes, payable or accrued, including estimated taxes on unrealized book profits,
expenses and management charges accrued to the appraisal date, net income
determined and declared as a distribution and all other items in the nature of
liabilities which shall be deemed appropriate, as incurred by or allocated to
the Trust or any Series or Class of the Trust. The resulting amount which shall
represent the total net assets of the Trust or Series or Class thereof shall be
divided by the number of Shares of the Trust or Series or Class thereof
outstanding at the time and the quotient so Obtained shall be deemed to be the
net asset value of the Shams of the Trust or Series or Class thereof. The net
asset value of the Shams shall be determined at least once on each business day,
as of the close of regular trading on the New York Stock Exchange or as of such
other time or times as the Trustees shall determine. The power and duty to make
the daily calculations may be delegated by the Trustees to the Investment
Adviser, the Administrator, the Custodian, the Transfer Agent or such other
Person as the Trustees by resolution may determine. The Trustees may suspend the
daily determination of net asset value to the extent permitted by the 1940 Act.
It shall not be a violation of any provision of this
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Declaration of Trust if Shares are sold, redeemed or repurchased by the Trust at
a price other than one based on net asset value if the net asset value is
affected by one or more errors inadvertently made in the pricing of portfolio
securities or in accruing income, expenses or liabilities.
Section 7.2. Distributions to Shareholders. (a) The Trustees shall from
time to time distribute ratably among the Shareholders of the Trust or of a
Series or Class thereof such proportion of the net profits, surplus (including
paid-in surplus), capital, or assets of the Trust or such Series held by the
Trustees as they may deem proper. Such distributions may be made in cash or
property (including without limitation any type of obligations of the Trust or
Series or Class or any assets thereof), and the Trustees may distribute ratably
among the Shareholders of the Trust or Series or Class thereof additional Shares
of the Trust or Series or Class thereof issuable hereunder in such manner, at
such times, and on such terms as the Trustees may deem proper. Such
distributions may be among the Shareholders of the Trust or Series or Class
thereof at the time of declaring a distribution or among the Shareholders of the
Trust or Series or Class thereof at such other date or time or dates or times as
the Trustees shall determine. The Trustees may in their discretion determine
that, solely for the purposes of such distributions, Outstanding Shares shall
exclude Shares for which orders have been placed subsequent to a specified time
on the date the distribution is declared or on the next preceding day if the
distribution is declared as of a day on which Boston banks are not open for
business, all as described in the then effective Prospectus. The Trustees may
always retain from the net profits such amount as they may deem necessary to pay
the debts or expenses of the Trust or a Series or Class thereof or to meet
obligations of the Trust or a Series or Class thereof, or as they may deem
desirable to use in the conduct of its affairs or to retain for future
requirements or extensions of the business. The Trustees may adopt and offer to
Shareholders such dividend reinvestment plans, cash dividend payout plans or
related plans as the Trustees shall deem appropriate. The Trustees may in their
discretion determine that an account administration fee or other similar charge
may be deducted directly from the income and other distributions paid on Shares
to a Shareholder's account in each Series or Class of the Trust.
(b) Inasmuch as the computation of net income and gains for Federal
income tax purposes may vary from the computation thereof on the books, the
above provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
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enable the Trust or a Series or Class thereof to avoid or reduce liability for
taxes.
Section 7.3. Determination of Net Income; Reduction of Outstanding
Shares. Subject to Section 5.11 hereof, the net income of the Series and Classes
thereof of the Trust shall be determined in such manner as the Trustees shall
provide by resolution. Expenses of the Trust or of a Series or Class thereof,
including the advisory or management fee, shall be accrued each day. Each Class
shall bear only expenses relating to its Shares and an allocable share of Series
expenses in accordance with such policies as may be established by the Trustees
from time to time and as are not inconsistent with the provisions of this
Declaration of Trust or of any applicable document filed by the Trust with the
Commission or of the Internal Revenue Code of 1986, as amended. Such net income
may be determined by or under the direction of the Trustees as of the close of
trading on the New York Stock Exchange on each day on which such market is open
or as of such other time or times as the Trustees shall determine, and, except
as provided herein, all the net income of any Series or Class of the Trust, as
so determined, may be declared as a dividend on the Outstanding Shares of such
Series or Class. The Trustees shall have the authority at any time and for any
reason to reduce the number of Shares of any Series or Class by reducing the
number of Shares of such Series or Class by reducing the number of full and
fractional shares outstanding in any such Series or Class. Without limiting the
generality of the foregoing, if, for any reason, the net income of any Series or
Class of the Trust determined at any time is a negative amount or for any other
reason, the Trustees shall have the power with respect to such Series or Class
(i) to offset each Shareholder's pro rata share of such negative amount from the
accrued dividend account of such Shareholder, or (ii) to reduce the number of
Outstanding Shares of such Series or Class by reducing the number of Shares in
the account of such Shareholder by that number of full and fractional Shares
which represents the amount of such excess negative net income, or (iii) to
cause to be recorded on the books of the Trust an asset account in the amount of
such negative net income, which account may be reduced by such amount; provided,
that the same shall thereupon become the property of the Trust with respect to
such Series or Class and shall not be paid to any Shareholder, and provided,
further, that dividends shall not be declared upon the Outstanding Shares of
such Series or Class on or after the day such negative net income is
experienced, until such asset account is reduced to zero. The Trustees shall
have full discretion to determine whether any cash or property received shall be
treated as income or as principal and whether any item of expense shall be
charged to the income or the principal account, and their determination made in
good faith shall be conclusive upon the Shareholders. In the case of stock
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dividends received, the Trustees shall have full discretion to determine, in the
light of the particular circumstances, how much if any of the value thereof
shall be treated as income, the balance, if any, to be treated as principal.
Section 7.4. Power to Modify Foregoing Procedures. Notwithstanding any
of the foregoing provisions of this Article VII, but subject to Section 5.11
hereof, the Trustees may prescribe, in their absolute discretion, such other
bases and times for determining the per Share net asset value of the Shares of
the Trust or a Series or Class thereof or net income of the Trust or a Series or
Class thereof, or the declaration and payment of dividends and distributions as
they may deem necessary or desirable. Without limiting the generality of the
foregoing, the Trustees may establish several Series or Classes of Shares in
accordance with Section 5.11, and declare dividends thereon in accordance with
Section 5.11(d)(iv).
ARTICLE VIII
DURATION; TERMINATION OF TRUST OR A SERIES OR CLASS;
AMENDMENT; MERGERS, ETC.
Section 8.1. Duration. The Trust shall continue without limitation of
time but subject to the provisions of this Article VIII.
Section 8.2. Termination of the Trust or a Series or a Class. The Trust
or any Series or Class thereof may be terminated by (i) the affirmative vote of
the holders of not less than two-thirds of the Shares outstanding and entitled
to vote at any meeting of Shareholders of the Trust or the appropriate Series or
Class thereof, (ii) by an instrument or instruments in writing without a
meeting, consented to by the holders of two-thirds of the Shares of the Trust or
the appropriate Series or Class thereof; provided, however, that if such
termination is recommended by the Trustees, the vote or written consent of the
holders of a majority of the Shares of the Trust or the appropriate Series or
Class thereof outstanding and entitled to vote shall be sufficient authorization
for such termination, or (iii) notice to Shareholders by means of an instrument
in writing signed by a majority of the Trustees, stating that a majority of the
Trustees has determined that the continuation of the Trust or a Series or Class
thereof is not in the best interest of such Series or Class, the Trust or their
respective shareholders as a result of factors or events adversely affecting the
ability of such Series or a Class or the Trust to conduct its business and
operations in an economically viable manner. Such factors and events may include
(but are not limited to) the inability of a Series or Class or the Trust to
maintain its assets at an
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appropriate size, changes in laws or regulations governing the Series or Class
or the Trust or affecting assets of the type in which such Series or Class or
the Trust invests or economic developments or trends having a significant
adverse impact on the business or operations of such Series or Class or the
Trust. Upon the termination of the Trust or the Series or Class:
(i) The Trust, Series or Class shall carry on no business
except for the purpose of winding up its affairs;
(ii) The Trustees shall proceed to wind up the affairs of the
Trust, Series or Class and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust, Series or
Class shall have been wound up, including the power to fulfill or
discharge the contracts of the Trust, Series or Class, collect its
assets, sell, convey, assign, exchange, transfer or otherwise dispose
of all or any part of the remaining Trust Property or Trust Property
allocated or belonging to such Series or Class to one or more persons
at public or private sale for consideration which may consist in whole
or in part of cash, securities or other property of any kind, discharge
or pay its liabilities, and do all other acts appropriate to liquidate
its business; provided that any sale, conveyance, assignment, exchange,
transfer or other disposition of all or substantially all the Trust
Property or Trust Property allocated or belonging to such Series or
Class that requires Shareholder approval in accordance with Section 8.4
hereof shall receive the approval so required; and
(iii) After paying or adequately providing for the payment of
all liabilities, and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust Property or the remaining
property of the terminated Series or Class, in cash or in kind or
partly each, among the Shareholders of the Trust or the Series or Class
according to their respective rights.
(b) After termination of the Trust, Series or Class and distribution to
the Shareholders as herein provided, a majority of the Trustees shall execute
and lodge among the records of the Trust and file with the Office of the
Secretary of the Commonwealth of Massachusetts an instrument in writing setting
forth the fact of such termination, and the Trustees shall thereupon be
discharged from all further liabilities and duties with respect to the Trust or
the terminated Series or Class, and the rights and interests of all Shareholders
of the Trust or the terminated Series or Class shall thereupon cease.
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Section 8.3. Amendment Procedure. (a) This Declaration may be amended
by a vote of the holders of a majority of the Shares outstanding and entitled to
vote or by any instrument in writing, without a meeting, signed by a majority of
the Trustees and consented to by the holders of a majority of the Shares
outstanding and entitled to vote.
(b) The Trustees may amend this Declaration without the vote Or consent
of Shareholders if they deem it necessary to conform this Declaration to the
requirements of applicable Federal or state laws or regulations or the
requirements of the regulated investment company provisions of the Internal
Revenue Code of 1986, as amended, or if requested or required to do so by any
Federal agency or by a state Blue Sky commissioner or similar official, but the
Trustees shall not be liable for failing so to do. The Trustees may also amend
this Declaration without the vote or consent of Shareholders if they deem it
necessary or desirable to change the name of the Trust Or Series or to make any
other changes in the Declaration which do not adversely affect the rights of
Shareholders hereunder. Finally, the Trustees may amend this Declaration without
the vote or consent of Shareholders (i) to add to their duties or obligations or
surrender any rights or powers granted to them herein; (ii) to cure any
ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein or to make any other provisions
with respect to matters or questions arising under this Declaration which will
not be inconsistent with the provisions of this Declaration; and (iii) to
eliminate or modify any provision of this Declaration which memorializes or sets
forth an existing requirement imposed by or under (a) any Federal or state
statute or any rule, regulation or interpretation thereof or thereunder or (b)
any rule, regulation, interpretation or guideline of any federal or state
agency, now or hereafter in effect, including without limitation, requirements
set forth in the 1940 Act and the rules and regulations thereunder (and
interpretations thereof), to the extent any change in applicable law
liberalizes, eliminates or modifies any such requirements, but the Trustees
shall not be liable for failure to do so.
(c) No amendment may be made under this Section 8.3 which would change
any rights with respect to any Shares of the Trust or Series or Class thereof by
reducing the amount payable thereon upon liquidation of the Trust or Series or
Class thereof or by diminishing or eliminating any voting rights pertaining
thereto, except with the vote or consent of the holders of two-thirds of the
Shares of the Trust or such Series or Class outstanding and entitled to vote.
Nothing contained in this Declaration shall permit the amendment of this
Declaration to impair the exemption from personal liability of the Shareholders,
Trustees, officers,
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employees and agents of the Trust or to permit assessments upon Shareholders.
(d) A certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adopted by the Shareholders or by the
Trustees as aforesaid or a copy of the Declaration, as amended, and executed by
a majority of the Trustees, shall be conclusive evidence of such amendment when
lodged among the records of the Trust.
Section 8.4. Merger, consolidation and Sale of Assets. The Trust or any
Series thereof may merge or consolidate with any other corporation, association,
trust or other organization or may sell, lease or exchange all or substantially
all of the Trust Property or Trust Property allocated or belonging to such
Series, including its good will, upon such terms and conditions and for such
consideration when and as authorized at any meeting of Shareholders called for
the purpose by the affirmative vote of the holders of two-thirds of the Shares
of the Trust or such Series outstanding and entitled to vote, or by an
instrument or instruments in writing without a meeting, consented to by the
holders of two-thirds of the Shares of the Trust or such Series; provided,
however, that, if such merger, consolidation, sale, lease or exchange is
recommended by the Trustees, the vote or written consent of the holders of a
majority of the Shares of the Trust or such Series outstanding and entitled to
vote shall be sufficient authorization; and any such merger, consolidation,
sale, lease or exchange shall be deemed for all purposes to have been
accomplished under and pursuant to Massachusetts law.
Section 8.5. Incorporation. The Trustees may cause to be organized or
assist in Organizing a corporation or corporations under the laws of any
jurisdiction or any other trust, partnership, association or other organization
to take over all of the Trust Property Or the Trust Property allocated or
belonging to such Series or to carry on any business in which the Trust shall
directly or indirectly have any interest, and to sell, convey and transfer the
Trust Property or the Trust Property allocated or belonging to such Series to
any such corporation, trust, association or organization in exchange for the
shares or securities thereof or otherwise, and to lend money to, subscribe for
the shares or securities of, and enter into any contracts with any such
corporation, trust, partnership, association or organization, or any
corporation, partnership, trust, association or organization in which the Trust
or such Series holds or is about to acquire shares or any other interest. The
Trustees may also cause a merger or consolidation between the Trust or any
successor thereto and any such corporation, trust, partnership, association or
other Organization if and to the extent permitted by law, as provided under the
law then in effect. Nothing
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contained herein shall be construed as requiring approval of Shareholders for
the Trustees to organize or assist in organizing one or more corporations,
trusts, partnerships, associations or other organizations and selling, conveying
or transferring all or a portion of the Trust Property to such organization or
entities.
ARTICLE IX
REPORTS TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the Shareholders of
each Series a written financial report of the transactions of the Trust and
Series thereof, including financial statements which shall be certified at least
annually by independent public accountants.
ARTICLE X
MISCELLANEOUS
Section 10.1. Execution and Filing. This Declaration and any amendment
hereto shall be filed in the office of the Secretary of The Commonwealth of
Massachusetts and in such other places as may be required under the laws of
Massachusetts and may also be filed or recorded in such other places as the
Trustees deem appropriate. Each amendment so filed shall be accompanied by a
certificate signed and acknowledged by a Trustee stating that such action was
duly taken in a manner provided herein, and unless such amendment or such
certificate sets forth some later time for the effectiveness of such amendment,
such amendment shall be effective upon its execution. A restated Declaration,
integrating into a single instrument all of the provisions of the Declaration
which are then in effect and operative, may be executed from time to time by a
majority of the Trustees and filed with the Secretary of The Commonwealth of
Massachusetts. A restated Declaration shall, upon execution, be conclusive
evidence of all amendments contained therein and may thereafter be referred to
in lieu of the Original Declaration and the various amendments thereto.
Section 10.2. Governing Law. This Declaration is executed by the
Trustees and delivered in The Commonwealth of Massachusetts and with reference
to the laws thereof, and the rights of all parties hereto and the validity and
construction of every provision hereof shall be subject to and construed
according to the laws of said Commonwealth.
Section 10.3. Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts,
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together, shall constitute one and the same instrument, which shall be
sufficiently evidenced by any such original counterpart.
Section 10.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust appears to be a Trustee
hereunder, certifying as to (a) the number Or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any By-Laws adopted by or the identity of any
officers elected by the Trustees, or (f) the existence of any fact or facts
which in any manner relate to the affairs of the Trust, shall be conclusive
evidence as to the matters so certified in favor of any Person dealing with the
Trustees and their successors.
Section 10.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of legal counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code of 1986, as amended, or with other applicable laws and
regulations, the conflicting provision shall be deemed never to have constituted
a part of this Declaration; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.
IN WITNESS WHEREOF, the undersigned have executed this instrument this
7th day of December, 1993.
/s/John F. Cogan, Jr.
John F. Cogan, Jr.
as Trustee and not individually
975 Memorial Drive, #802
Cambridge, Massachusetts 02138
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<PAGE>
Margaret B.W. Graham
Margaret B.W. Graham,
as Trustee and not individually
776 Garland Drive
Palo Alto, California 94303
/s/Richard H. Edgahl
Richard H. Egdahl,
as Trustee and not in individually
53 Bay State Road
Boston, Massachusetts 02215
/s/John W. Kendrick
John W. Kendrick,
as Trustee and not individually
Hyatt Residence, Apt 1521
8100 Connecticut Avenue
Chevy Chase, Maryland 20815
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<PAGE>
/s/Marguerite R. Piret
Marguerite R. Piret,
as Trustee and not individually
162 Washington Street
Belmont, Massachusetts 02178
/s/David D. Tripple
David D. Tripple,
as Trustee and not individually
6 Woodbine Road
Belmont, Massachusetts 02178
/s/Stephen K. West
Stephen K. West,
as Trustee and not individually
125 Broad Street
New York, New York 10004
/s/John Winthrop
John Winthrop,
as Trustee and not individually
One North Adgels Wharf
Charleston, South Carolina 29401
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<PAGE>
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared John
F. Cogan, Jr., to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Growth Fund, and
acknowledged that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared
Margaret B.W. Graham, to me known to be the person described in and who executed
the foregoing Amended and Restated Declaration of Trust of the Growth Fund, and
acknowledged that she executed the same as her tree act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
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<PAGE>
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared
Richard H. Egdahl, to me known to be the person described in and who executed
the foregoing Amended and Restated Declaration of Trust of the Growth Fund, and
acknowledged that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/Gratia E. Milliken
Notary Public
My Commission Expires: 11/39/96
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared John
W. Kendrick, to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Growth Fund, and
acknowledged that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
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COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared
Marguerite R. Piret, to me known to be the person described in and who executed
the foregoing Amended and Restated Declaration of Trust of the Growth Fund, and
acknowledged that she executed the same as her free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared David
D. Tripple, to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Growth Fund, and
acknowledged that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
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COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared
Stephen K. West, to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Growth Fund, and
acknowledged that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
COMMONWEALTH OF MASSACHUSETTS
County of Suffolk, ss.
On this 7th day of December, 1993, before me personally appeared John
Winthrop, to me known to be the person described in and who executed the
foregoing Amended and Restated Declaration of Trust of the Growth Fund, and
acknowledged that he executed the same as his free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal this 7th day of December, 1993.
/s/Gratia E. Milliken
Notary Public
My Commission Expires: 11/29/96
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PIONEER GROWTH TRUST
Establishment and Designation
of
Class A Shares and Class B Shares
of Beneficial Interest of
Pioneer Growth Trust
The undersigned, being a majority of the Trustee of Pioneer Growth
Trust, a Massachusetts business trust (the "Trust"), on behalf of Pioneer
Capital Growth Fund, Pioneer Equity-Income Fund and Pioneer Gold Shares, the
existing series of the Trust (each, a "Fund"), acting pursuant to Sections 5.1
and 5.11 of the Amended and Restated Declaration of Trust dated December 6, 1993
of the Trust, as amended from time to time (the "Declaration"), do hereby divide
the shares of beneficial interest of each Fund (the "Shares"), to create two
classes of Shares of each Fund as follows:
1. The two classes of Shares of each Fund established and designated
hereby are "Class A Shares' and "Class B Shares," respectively.
2. Class A Shares and Class B Shares shall each be entitled to all of the
rights and preferences accorded to Shares under the Declaration.
3. The purchase price of Class A Shares and of Class B Shares, the method
of determining the net asset value of Class A Shares and of Class B
Shares, and the relative dividend rights of holders of Class A Shares and
of holders of Class B Shares shall be established by the Trustees of the
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. All Shares of each Fund issued prior to the filing of this instrument
with the Secretary of State of The Commonwealth of Massachusetts shall be
deemed Class A Shares and the Trustees, acting in their sole discretion,
may determine that any Shares of each Fund issued after such time are
Class A Shares, Class B Shares or Shares of any other class of each Fund
hereafter established and designated by the Trustees.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument this
7th day of December, 1993.
/s/John F. Cogan, Jr. /s/Marguerite A. Piret
John F. Cogan, Jr. Marguerite A. Piret
as Trustee and not individually as Trustee and not individually
975 Memorial Drive, #802 162 Washington Street
Cambridge, MA 02138 Belmont, MA 02178
/s/Richard H. Egdahl, M.D. /s/David D. Tripple
Richard H. Egdahl, M.D. David D. Tripple
as Trustee and not individually as Trustee and not individually
Health Policy Institute 6 Woodbine Road
53 Bay State Road Belmont, MA 02178
Boston, MA 02215
/s/Margaret B.W. Graham /s/Stephen K. West, Esq.
Margaret B.W. Graham Steven K. West, Esq.
as Trustee and not individually as Trustee and not individually
776 Garland Drive Sullivan & Cromwell
Palo Alto, CA 94303 125 Broad Street
New York, NY 10004
/s/John W. Kendrick /s/John Winthrop
John W. Kendrick John Winthrop
as Trustee and not individually as Trustee and not individually
Hyatt Residence, Apt. 1521 52 King Street
8100 Connecticut Ave. Charleston, SC 29401
Chevy Chase, MD 20815
PIONEER GROWTH TRUST
Establishment and Designation
of
Class A Shares, Class B Shares and Class C Shares
of Beneficial Interest of
Pioneer Capital Growth Fund
The undersigned, being a majority of the Trustees of Pioneer Growth
Trust, a Massachusetts business trust (the "Trust"), acting pursuant to Article
V, Sections 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 Pioneer Capital Growth Fund (the "Fund") (the
"Shares"), a series of the Trust, to create three classes of Shares of the Fund
as follows:
1. The three classes of Shares established and designated hereby
are "Class A Shares," "Class B Shares" and "Class C Shares,"
respectively.
2. Class A Shares, Class B Shares and Class C Shares shall each
be entitled to all of the rights and preferences accorded to
Shares under the Declaration.
3. The purchase price of Class A Shares, Class B Shares and Class
C Shares, the method of determining the net asset value of
Class A Shares, Class B Shares and Class C Shares and the
relative dividend rights of holders of Class A Shares, Class B
Shares and Class C Shares shall be established by the Trustees
of the Trust in accordance with the provisions of the
Declaration and shall be set forth in the Trust's Registration
Statement on Form N-1A under the Securities Act of 1933 and/or
the Investment Company Act of 1940, as amended and as in
effect at the time of issuing such Shares.
4. The Trustees, acting in their sole discretion, may determine
that any Shares of the Fund issued are Class A Shares, Class B
Shares, Class C Shares or Shares of any other class of the
Fund hereinafter established and designated by the Trustees.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument this
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
PIONEER GROWTH TRUST
Establishment and Designation
of
Class A Shares, Class B Shares and Class C Shares
of Beneficial Interest of
Pioneer Equity-Income Fund
The undersigned, being a majority of the Trustees of Pioneer Growth
Trust, a Massachusetts business trust (the "Trust"), acting pursuant to Article
V, Sections 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 Pioneer Equity-Income Fund (the "Fund") (the
"Shares"), a series of the Trust, to create three classes of Shares of the Fund
as follows:
1. The three classes of Shares established and designated hereby
are "Class A Shares," "Class B Shares" and "Class C Shares,"
respectively.
2. Class A Shares, Class B Shares and Class C Shares shall each
be entitled to all of the rights and preferences accorded to
Shares under the Declaration.
3. The purchase price of Class A Shares, Class B Shares and Class
C Shares, the method of determining the net asset value of
Class A Shares, Class B Shares and Class C Shares and the
relative dividend rights of holders of Class A Shares, Class B
Shares and Class C Shares shall be established by the Trustees
of the Trust in accordance with the provisions of the
Declaration and shall be set forth in the Trust's Registration
Statement on Form N-1A under the Securities Act of 1933 and/or
the Investment Company Act of 1940, as amended and as in
effect at the time of issuing such Shares.
4. The Trustees, acting in their sole discretion, may determine
that any Shares of the Fund issued are Class A Shares, Class B
Shares, Class C Shares or Shares of any other class of the
Fund hereinafter established and designated by the Trustees.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument this
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
PIONEER GROWTH TRUST
Establishment and Designation
of
Class A Shares, Class B Shares and Class C Shares
of Beneficial Interest of
Pioneer Gold Shares
The undersigned, being a majority of the Trustees of Pioneer Growth
Trust, a Massachusetts business trust (the "Trust"), acting pursuant to Article
V, Sections 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 Pioneer Gold Shares (the "Fund") (the "Shares"), a
series of the Trust, to create three classes of Shares of the Fund as follows:
1. The three classes of Shares established and designated hereby
are "Class A Shares," "Class B Shares" and "Class C Shares,"
respectively.
2. Class A Shares, Class B Shares and Class C Shares shall each
be entitled to all of the rights and preferences accorded to
Shares under the Declaration.
3. The purchase price of Class A Shares, Class B Shares and Class
C Shares, the method of determining the net asset value of
Class A Shares, Class B Shares and Class C Shares and the
relative dividend rights of holders of Class A Shares, Class B
Shares and Class C Shares shall be established by the Trustees
of the Trust in accordance with the provisions of the
Declaration and shall be set forth in the Trust's Registration
Statement on Form N-1A under the Securities Act of 1933 and/or
the Investment Company Act of 1940, as amended and as in
effect at the time of issuing such Shares.
4. The Trustees, acting in their sole discretion, may determine
that any Shares of the Fund issued are Class A Shares, Class B
Shares, Class C Shares or Shares of any other class of the
Fund hereinafter established and designated by the Trustees.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument this
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 GROWTH 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
4 Place of Meeting.....................................7
(i)
<PAGE>
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 GROWTH TRUST
All capitalized terms not otherwise defined shall have the respective
meanings given them in the Amended and Restated Declaration of Trust of Pioneer
Growth 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.
SECTION 4. Vacancies. The Trustees may fill any vacancy occur- ring in any
office for any reason and may, in their discretion,
<PAGE>
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 of the business conditions of
the Trust, which reports shall me preserved upon its records, and he shall
furnish such other
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<PAGE>
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 time to time by the Trustees or, in the case of
officers, by any Committee or officer upon whom such power may be conferred by
the 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 roe 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
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<PAGE>
to time close the transfer books for such period. Not exceeding thirty (30)
days, as the Trustees may determine, 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 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
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<PAGE>
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 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
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<PAGE>
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 least one day before the meeting, by
prepaid telegram, addressed to him at his said registered address, if any, or if
he has no
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<PAGE>
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 the right to vote with respect thereto, regardless of any
transfer, pledge or other disposition of such shares until the
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<PAGE>
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;
(2) To the issuer thereof or its agent when such
securities are called, redeemed, retired or
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<PAGE>
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 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 absolutely
liable to the Trust for such securities to
-9-
<PAGE>
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 contract with the
Custodian containing in substance the same
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<PAGE>
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 GROWTH TRUST"
"A MASSACHUSETTS BUSINESS TRUST 1990"
SECTION 2. Fiscal Year. The fiscal year of the Trust shall be the period of
twelve months ending on the last day of October 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 Restated
Declaration of Trust of the Trust dated December 7, 1993, as amended and in
effect from 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-
MANAGEMENT CONTRACT
THIS AGREEMENT dated this 1st day of November, 1993 between Pioneer
Growth Trust, a Massachusetts business trust (the "Trust"), on behalf of Pioneer
Capital Growth Fund, an investment portfolio of the Trust (the "Portfolio"), and
Pioneering Management Corporation, a Delaware corporation (the "Manager").
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, management investment
company under the investment Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange Commission (the "Commission") a
registration statement (the "Registration Statement") for the purpose of
registering its shares for public offering under the Securities Act of 1933, as
amended,
WHEREAS, the Trust currently issues three separate series of shares
each representing interests in one portfolio,
WHEREAS, the parties hereto deem it mutually advantageous that the
Manager should be engaged, subject to the supervision of the Trust's Board of
Trustees and officers, to manage the Portfolio,
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Manager do hereby agree as follows:
1. (a) The Manager will regularly provide investment research, advice
and supervision and will furnish continuously an investment program for the
Portfolio consistent with the investment objectives and policies of the
Portfolio. The Manager will determine from time to time what securities shall be
purchased for the Portfolio, what securities shall be held or sold for the
Portfolio's account and what portion of the Portfolio's assets shall be held
uninvested as cash, subject always to the provisions of the Trust's Declaration
of Trust, By-Laws and its registrations statements under the 1940 Act and under
the Securities Act of 1933 covering the Trust's shares, as filed with the
Securities and Exchange Commission, and to the investment objectives, policies
and restrictions of the Portfolio, as each of the same shall be from time to
time in effect, and subject, further, to such policies and instructions as the
<PAGE>
Board of Trustees of the Trust may from time to time establish. To carry out
such determinations, the Manager will exercise full discretion and act with
respect to the Portfolio in the same manner and with the same force and effect
as the Trust itself might or could do with respect to purchases, sales of other
transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Manager will, to the extent reasonably required in the
conduct of the business of the Portfolio and upon the Trust's request, furnish
research, statistical and advisory reports upon the Trust's request, furnish
research, statistical and advisory reports upon the industries, businesses,
corporations or securities as to which such requests shall be made, whether or
not the Portfolio shall at the time have any investment in such industries,
businesses, corporations or securities. The Manager will use its best efforts in
the preparation of such reports and will endeavor to consult the persons and
sources believed by it to have information available with respect to such
industries, businesses, corporations or entities.
(c) The Manager will maintain all books and records with respect to
the Portfolio's securities transactions required by sub-paragraphs (b)(5), (6),
(9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than
those records being maintained by the custodian or transfer agent appointed by
the Trust with respect to the Portfolio) and preserve such records for the
periods prescribed therefore by Rule 31a-2 of the 1940 Act. The Manager will
also provide to the Board of Trustees such periodic and special reports as the
Board may reasonably request.
2. The Manager recognizes that the Trust has created, and may from time
to time create, additional portfolios of the Trust, that this agreement relates
only to the management of the assets of the Portfolio, and that the management
of the assets of any additional portfolio of the Trust are subject, or will be
subject, to one or more separate investment management agreements.
3. (a) Except as otherwise provided herein, the Manager, at its own
expense, shall furnish to the Trust office space in the offices of the Manager
or in such other place as may be agreed upon from time to time, and all
necessary office facilities, equipment and personnel for managing the affairs
and investments with respect to the Portfolio, and shall arrange, if desired by
the Trust, for members of the Manager's organization to serve as officers or
agents of the Trust.
(b) The Manager shall pay directly or reimburse the Trust for: (i)
the compensation (if any) of the Trustees who are affiliated with, or interested
persons of, the Manager and all
-2-
<PAGE>
officers of the Trust as such; and (ii) all expenses not hereinafter
specifically assumed by the Trust or the Portfolio where such expenses are
incurred by the Manager or by the trust or the Portfolio in connection with the
management of the affairs of, and the investment and reinvestment of the assets
of, the Portfolio.
(c) The Trust shall assume and shall pay with respect to the
Portfolio (i) charges and expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent such services are
performed by personnel of the Manager or its affiliates, office space and
facilities and personnel compensation, training and benefits; (ii) the charges
and expenses of auditors; (iii) the charges and expenses of any custodian,
transfer agent, plan agent, dividend disbursing agent and registrar appointed by
the trust with respect to the Portfolio; (iv) issue and transfer taxes,
chargeable to the trust in connection with securities transactions to which the
Trust is a party; (v) insurance premiums, interest charges, dues and fees for
membership in trade associations and all taxes and corporate fees payable by the
Trust to federal, state or other governmental agencies; (vi) fees payable by the
Trust to federal, state or other governmental agencies; (vi) fees and expenses
involved in registering and maintaining registrations of the Trust and/or its
shares with the Commission, state or blue sky securities agencies and foreign
countries, including the preparation for Prospectuses and Statements of
Additional Information for filing with the Commission; (vii) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and distributing
prospectuses, notices, proxy statements and all reports to shareholders and to
governmental agencies; (viii) charges and expenses of legal counsel to the Trust
and to the Trustee; (ix) distribution fees paid by the Trust in accordance with
Rule 12b-1 promulgated by the Commission pursuant to the 1940 Act; (x)
compensation of those Trustees of the Trust who are not affiliated with or
interested persons of the Manager, the Trust (other than as Trustees), The
Pioneer Group, Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of
preparing and printing share certificates; and (xii) interest on borrowed money,
if any.
(d) In addition to the expenses described in Section 3(c) above,
the Trust shall pay all brokers' and underwriting commissions chargeable to the
Trust with respect to the Portfolio in connection with securities transactions
to which the Trust is a party.
4. (a) The Trust shall pay to the Manager, as compensation for the
Manager's services hereunder, a fee at the rate of 0.65% of the next $200
million of such assets, 0.50% of the next $500 million of such assets and 0.45%
of such assets in excess of $1
-3-
<PAGE>
billion. The management fee payable hereunder shall be computed daily and paid
monthly in arrears. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
(b) If the operating expenses of the Portfolio in any year exceed
the limits set by state securities laws or regulations in states in which shares
of the Portfolio are sold, the amount payable to the Manager shall make other
arrangements concerning expenses but, in each instance, only as and to the
extent required by such laws or regulation. If amounts have already been
advanced to the Manger under this Agreement, the Manager will return such
amounts to the Trust to the extent required by the preceding sentence.
(c) In addition to the foregoing, the Manager may from time to time
agree not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the Manager. Any such fee
reduction or undertaking may be discontinued or modified by the Manager at any
time.
5. The Manager will not be liable for any error of judgment or mistake
of law or for any loss sustained by reason of the adoption of any investment
policy or the purchase, sale, or retention of any security on the recommendation
of the Manager, whether or not such recommendation shall have been based upon
its own investigation and research or upon investigation and research made by
any other individual, firm or corporation, but nothing contained herein will be
construed to protect the Manager against any liability to the Trust or Portfolio
or its shareholders by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
6. (a) Nothing in this Agreement will in any way limit or restrict the
Manager or any of its officers, directors, or employees from buying, selling or
trading in any securities for its or their own accounts or other accounts. The
Manager may act as an investment advisor to any other person, firm or
corporation, and may perform management and any other services for any other
person, association, corporation, firm or other entity pursuant to any contract
or otherwise, and take any action or do any thing in connection therewith or
related thereto; and no such performance of management or other services or
taking of any such action or
-4-
<PAGE>
doing of any such thing shall be in any manner restricted or otherwise affected
by any aspect of any relationship of the Manager to or with the Trust or deemed
to violate or give rise to any duty or obligation of the Manager to the Trust
except as otherwise imposed by law. The Trust recognizes that Manager, in
effecting transactions for its various accounts, may not always be able to take
or liquidate investment positions in the same security at the same time and at
the same price.
(b) In connection with purchases or sales of portfolio securities
for the account of the Portfolio, neither the Manager nor any of its Directors,
officers or employees will act as a principal or agent or receive any commission
except as permitted by the 1940 Act. The Manager shall arrange for the placing
of all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such orders, the Manager
is directed at all times to seek for the Portfolio the most favorable execution
and net price available except as described herein. It is also understood that
it is desirable for the Portfolio that the Manager have access to supplemental
investment and market research and security and economic analyses provided by
brokers who may execute brokerage transactions at a higher cost to the Portfolio
than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, the Manager
is authorized to place orders for the purchase and sale of securities for the
Portfolio's account with such brokers, subject to review by the Trust's Trustees
from time to time with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers may be useful to the
Manager in connection with its or its affiliates services to other clients. In
addition, subject to the Manager's obligation to seek the most favorable
execution and net price available, the Manager may consider the sale of
Portfolio shares in selecting brokers and dealers.
(c) On occasions when the Manager deems the purchase or sale of a
security to be in the interest of the Portfolio as well as other clients, the
Manager, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be sold or purchased in order to obtain the best
execution and lower brokerage commissions, if any. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Portfolio
and to such clients.
-5-
<PAGE>
7. This Agreement shall become effective on the date hereof and shall
remain in force until May 31, 1995 and from year to year thereafter, but only so
long as its continuance is approved annually by a vote of the Trustees of the
Trust voting in person, including a majority of its Trustees who are not parties
to this Agreement or interested persons (as the term "interested persons" is
defined in the 1940 Act) of any such parties, at a meeting of Trustees called
for the purpose of voting on such approval or by a vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Portfolio,
subject to the right of the Trust and the Manager to terminate this contract as
provided in Section 8 hereof.
8. Either party hereto may, without penalty, terminate this Agreement
by vote of its Board of Directors or its Board of Trustees, as the case may be,
or by vote of a "majority of its outstanding voting securities" (as defined in
the 1940 act) of the Portfolio and the giving of 60 days' written notice to the
other party.
9. This Agreement shall automatically terminate in the event of its
assignment. For purposes of this Agreement, the term "assignment" shall have the
meaning given it by Section 2(a)(4) of the 1940 Act.
10. The Manager is an independent contractor and not an employee of the
Trust or Portfolio for any purpose. If any occasion should arise in which the
Manager gives any advice to its clients concerning the shares of the Portfolio,
the Manager will act solely as investment counsel for such clients and not in
any way on behalf of the Trust or Portfolio.
11. This Agreement states the entire agreement of the parties hereto,
and is intended to be the complete and exclusive statement of the terms hereof.
It may not be added to or changed orally, and may not be modified or rescinded
except by a writing signed by the parties hereto and in accordance with the 1940
Act, when applicable.
12. This Agreement and all performance hereunder shall be governed by
the laws of The Commonwealth of Massachusetts, which apply to contracts made and
to be performed in The Commonwealth of Massachusetts.
13. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable
-6-
<PAGE>
the remaining terms or provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any other
jurisdiction.
14. The parties to this Agreement acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, and of any and every
nature whatsoever shall be satisfied solely out of the assets of the portfolio
affected thereby and that no Trustee, officer or holder of shares of beneficial
interest of the Trust shall be personally liable for any of the foregoing
liabilities. The Trust's Declaration of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of The Commonwealth of
Massachusetts. Such Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
15. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: PIONEER GROWTH TRUST
By:
Secretary President
ATTEST: PIONEERING MANAGEMENT CORPORATION
By:
Secretary President
-7-
MANAGEMENT CONTRACT
THIS AGREEMENT dated this 1st day of November, 1993 between Pioneer
Growth Trust, a Massachusetts business trust (the "Trust"), on behalf of Pioneer
Equity-Income Fund, an investment portfolio of the Trust (the "Portfolio"), and
Pioneering Management Corporation, a Delaware corporation (the "Manager").
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, management investment
company under the investment Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange Commission (the "Commission") a
registration statement (the "Registration Statement") for the purpose of
registering its shares for public offering under the Securities Act of 1933, as
amended,
WHEREAS, the Trust currently issues three separate series of shares
each representing interests in one portfolio,
WHEREAS, the parties hereto deem it mutually advantageous that the
Manager should be engaged, subject to the supervision of the Trust's Board of
Trustees and officers, to manage the Portfolio,
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Manager do hereby agree as follows:
1. (a) The Manager will regularly provide investment research, advice
and supervision and will furnish continuously an investment program for the
Portfolio consistent with the investment objectives and policies of the
Portfolio. The Manager will determine from time to time what securities shall be
purchased for the Portfolio, what securities shall be held or sold for the
Portfolio's account and what portion of the Portfolio's assets shall be held
uninvested as cash, subject always to the provisions of the Trust's Declaration
of Trust, By-Laws and its registrations statements under the 1940 Act and under
the Securities Act of 1933 covering the Trust's shares, as filed with the
Securities and Exchange Commission, and to the investment objectives, policies
and restrictions of the Portfolio, as each of the same shall be from time to
time in effect, and subject, further, to such policies and instructions as the
Board of Trustees of the Trust may from time to time establish. To carry
-2-
<PAGE>
out such determinations, the Manager will exercise full discretion and act with
respect to the Portfolio in the same manner and with the same force and effect
as the Trust itself might or could do with respect to purchases, sales of other
transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Manager will, to the extent reasonably required in the
conduct of the business of the Portfolio and upon the Trust's request, furnish
research, statistical and advisory reports upon the Trust's request, furnish
research, statistical and advisory reports upon the industries, businesses,
corporations or securities as to which such requests shall be made, whether or
not the Portfolio shall at the time have any investment in such industries,
businesses, corporations or securities. The Manager will use its best efforts in
the preparation of such reports and will endeavor to consult the persons and
sources believed by it to have information available with respect to such
industries, businesses, corporations or entities.
(c) The Manager will maintain all books and records with respect to
the Portfolio's securities transactions required by sub-paragraphs (b)(5), (6),
(9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than
those records being maintained by the custodian or transfer agent appointed by
the Trust with respect to the Portfolio) and preserve such records for the
periods prescribed therefore by Rule 31a-2 of the 1940 Act. The Manager will
also provide to the Board of Trustees such periodic and special reports as the
Board may reasonably request.
2. The Manager recognizes that the Trust has created, and may from time
to time create, additional portfolios of the Trust, that this agreement relates
only to the management of the assets of the Portfolio, and that the management
of the assets of any additional portfolio of the Trust are subject, or will be
subject, to one or more separate investment management agreements.
3. (a) Except as otherwise provided herein, the Manager, at its own
expense, shall furnish to the Trust office space in the offices of the Manager
or in such other place as may be agreed upon from time to time, and all
necessary office facilities, equipment and personnel for managing the affairs
and investments with respect to the Portfolio, and shall arrange, if desired by
the Trust, for members of the Manager's organization to serve as officers or
agents of the Trust.
(b) The Manager shall pay directly or reimburse the Trust for: (i)
the compensation (if any) of the Trustees who are affiliated with, or interested
persons of, the Manager and all
-3-
<PAGE>
officers of the Trust as such; and (ii) all expenses not hereinafter
specifically assumed by the Trust or the Portfolio where such expenses are
incurred by the Manager or by the trust or the Portfolio in connection with the
management of the affairs of, and the investment and reinvestment of the assets
of, the Portfolio.
(c) The Trust shall assume and shall pay with respect to the
Portfolio (i) charges and expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent such services are
performed by personnel of the Manager or its affiliates, office space and
facilities and personnel compensation, training and benefits; (ii) the charges
and expenses of auditors; (iii) the charges and expenses of any custodian,
transfer agent, plan agent, dividend disbursing agent and registrar appointed by
the trust with respect to the Portfolio; (iv) issue and transfer taxes,
chargeable to the trust in connection with securities transactions to which the
Trust is a party; (v) insurance premiums, interest charges, dues and fees for
membership in trade associations and all taxes and corporate fees payable by the
Trust to federal, state or other governmental agencies; (vi) fees payable by the
Trust to federal, state or other governmental agencies; (vi) fees and expenses
involved in registering and maintaining registrations of the Trust and/or its
shares with the Commission, state or blue sky securities agencies and foreign
countries, including the preparation for Prospectuses and Statements of
Additional Information for filing with the Commission; (vii) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and distributing
prospectuses, notices, proxy statements and all reports to shareholders and to
governmental agencies; (viii) charges and expenses of legal counsel to the Trust
and to the Trustee; (ix) distribution fees paid by the Trust in accordance with
Rule 12b-1 promulgated by the Commission pursuant to the 1940 Act; (x)
compensation of those Trustees of the Trust who are not affiliated with or
interested persons of the Manager, the Trust (other than as Trustees), The
Pioneer Group, Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of
preparing and printing share certificates; and (xii) interest on borrowed money,
if any.
(d) In addition to the expenses described in Section 3(c) above,
the Trust shall pay all brokers' and underwriting commissions chargeable to the
Trust with respect to the Portfolio in connection with securities transactions
to which the Trust is a party.
4. (a) The Trust shall pay to the Manager, as compensation for the
Manager's services hereunder, a fee at the rate of 0.65% of the next $200
million of such assets, 0.50% of the next $500 million of such assets and 0.45%
of such assets in excess of $1
-4-
<PAGE>
billion. The management fee payable hereunder shall be computed daily and paid
monthly in arrears. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
(b) If the operating expenses of the Portfolio in any year exceed
the limits set by state securities laws or regulations in states in which shares
of the Portfolio are sold, the amount payable to the Manager shall make other
arrangements concerning expenses but, in each instance, only as and to the
extent required by such laws or regulation. If amounts have already been
advanced to the Manger under this Agreement, the Manager will return such
amounts to the Trust to the extent required by the preceding sentence.
(c) In addition to the foregoing, the Manager may from time to time
agree not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the Manager. Any such fee
reduction or undertaking may be discontinued or modified by the Manager at any
time.
5. The Manager will not be liable for any error of judgment or mistake
of law or for any loss sustained by reason of the adoption of any investment
policy or the purchase, sale, or retention of any security on the recommendation
of the Manager, whether or not such recommendation shall have been based upon
its own investigation and research or upon investigation and research made by
any other individual, firm or corporation, but nothing contained herein will be
construed to protect the Manager against any liability to the Trust or Portfolio
or its shareholders by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
6. (a) Nothing in this Agreement will in any way limit or restrict the
Manager or any of its officers, directors, or employees from buying, selling or
trading in any securities for its or their own accounts or other accounts. The
Manager may act as an investment advisor to any other person, firm or
corporation, and may perform management and any other services for any other
person, association, corporation, firm or other entity pursuant to any contract
or otherwise, and take any action or do any thing in connection therewith or
related thereto; and no such performance of management or other services or
taking of any such action or
-5-
<PAGE>
doing of any such thing shall be in any manner restricted or otherwise affected
by any aspect of any relationship of the Manager to or with the Trust or deemed
to violate or give rise to any duty or obligation of the Manager to the Trust
except as otherwise imposed by law. The Trust recognizes that Manager, in
effecting transactions for its various accounts, may not always be able to take
or liquidate investment positions in the same security at the same time and at
the same price.
(b) In connection with purchases or sales of portfolio securities
for the account of the Portfolio, neither the Manager nor any of its Directors,
officers or employees will act as a principal or agent or receive any commission
except as permitted by the 1940 Act. The Manager shall arrange for the placing
of all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such orders, the Manager
is directed at all times to seek for the Portfolio the most favorable execution
and net price available except as described herein. It is also understood that
it is desirable for the Portfolio that the Manager have access to supplemental
investment and market research and security and economic analyses provided by
brokers who may execute brokerage transactions at a higher cost to the Portfolio
than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, the Manager
is authorized to place orders for the purchase and sale of securities for the
Portfolio's account with such brokers, subject to review by the Trust's Trustees
from time to time with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers may be useful to the
Manager in connection with its or its affiliates services to other clients. In
addition, subject to the Manager's obligation to seek the most favorable
execution and net price available, the Manager may consider the sale of
Portfolio shares in selecting brokers and dealers.
(c) On occasions when the Manager deems the purchase or sale of a
security to be in the interest of the Portfolio as well as other clients, the
Manager, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be sold or purchased in order to obtain the best
execution and lower brokerage commissions, if any. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Portfolio
and to such clients.
-6-
<PAGE>
7. This Agreement shall become effective on the date hereof and shall
remain in force until May 31, 1995 and from year to year thereafter, but only so
long as its continuance is approved annually by a vote of the Trustees of the
Trust voting in person, including a majority of its Trustees who are not parties
to this Agreement or interested persons (as the term "interested persons" is
defined in the 1940 Act) of any such parties, at a meeting of Trustees called
for the purpose of voting on such approval or by a vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Portfolio,
subject to the right of the Trust and the Manager to terminate this contract as
provided in Section 8 hereof.
8. Either party hereto may, without penalty, terminate this Agreement
by vote of its Board of Directors or its Board of Trustees, as the case may be,
or by vote of a "majority of its outstanding voting securities" (as defined in
the 1940 act) of the Portfolio and the giving of 60 days' written notice to the
other party.
9. This Agreement shall automatically terminate in the event of its
assignment. For purposes of this Agreement, the term "assignment" shall have the
meaning given it by Section 2(a)(4) of the 1940 Act.
10. The Manager is an independent contractor and not an employee of the
Trust or Portfolio for any purpose. If any occasion should arise in which the
Manager gives any advice to its clients concerning the shares of the Portfolio,
the Manager will act solely as investment counsel for such clients and not in
any way on behalf of the Trust or Portfolio.
11. This Agreement states the entire agreement of the parties hereto,
and is intended to be the complete and exclusive statement of the terms hereof.
It may not be added to or changed orally, and may not be modified or rescinded
except by a writing signed by the parties hereto and in accordance with the 1940
Act, when applicable.
12. This Agreement and all performance hereunder shall be governed by
the laws of The Commonwealth of Massachusetts, which apply to contracts made and
to be performed in The Commonwealth of Massachusetts.
13. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable
-7-
<PAGE>
the remaining terms or provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any other
jurisdiction.
14. The parties to this Agreement acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, and of any and every
nature whatsoever shall be satisfied solely out of the assets of the portfolio
affected thereby and that no Trustee, officer or holder of shares of beneficial
interest of the Trust shall be personally liable for any of the foregoing
liabilities. The Trust's Declaration of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of The Commonwealth of
Massachusetts. Such Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
15. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: PIONEER GROWTH TRUST
By:
Secretary President
ATTEST: PIONEERING MANAGEMENT CORPORATION
By:
Secretary President
-8-
MANAGEMENT CONTRACT
THIS AGREEMENT dated this 1st day of November, 1993 between Pioneer
Growth Trust, a Massachusetts business trust (the "Trust"), on behalf of Pioneer
Gold Shares, an investment portfolio of the Trust (the "Portfolio"), and
Pioneering Management Corporation, a Delaware corporation (the "Manager").
W I T N E S S E T H
WHEREAS, the Trust is registered as an open-end, management investment
company under the investment Company Act of 1940, as amended (the "1940 Act"),
and has filed with the Securities and Exchange Commission (the "Commission") a
registration statement (the "Registration Statement") for the purpose of
registering its shares for public offering under the Securities Act of 1933, as
amended,
WHEREAS, the Trust currently issues three separate series of shares
each representing interests in one portfolio,
WHEREAS, the parties hereto deem it mutually advantageous that the
Manager should be engaged, subject to the supervision of the Trust's Board of
Trustees and officers, to manage the Portfolio,
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Manager do hereby agree as follows:
1. (a) The Manager will regularly provide investment research, advice
and supervision and will furnish continuously an investment program for the
Portfolio consistent with the investment objectives and policies of the
Portfolio. The Manager will determine from time to time what securities shall be
purchased for the Portfolio, what securities shall be held or sold for the
Portfolio's account and what portion of the Portfolio's assets shall be held
uninvested as cash, subject always to the provisions of the Trust's Declaration
of Trust, By-Laws and its registrations statements under the 1940 Act and under
the Securities Act of 1933 covering the Trust's shares, as filed with the
Securities and Exchange Commission, and to the investment objectives, policies
and restrictions of the Portfolio, as each of the same shall be from time to
time in effect, and subject, further, to such policies and instructions as the
Board of Trustees of the Trust may from time to time establish. To carry
<PAGE>
out such determinations, the Manager will exercise full discretion and act with
respect to the Portfolio in the same manner and with the same force and effect
as the Trust itself might or could do with respect to purchases, sales of other
transactions, as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions.
(b) The Manager will, to the extent reasonably required in the
conduct of the business of the Portfolio and upon the Trust's request, furnish
research, statistical and advisory reports upon the Trust's request, furnish
research, statistical and advisory reports upon the industries, businesses,
corporations or securities as to which such requests shall be made, whether or
not the Portfolio shall at the time have any investment in such industries,
businesses, corporations or securities. The Manager will use its best efforts in
the preparation of such reports and will endeavor to consult the persons and
sources believed by it to have information available with respect to such
industries, businesses, corporations or entities.
(c) The Manager will maintain all books and records with respect to
the Portfolio's securities transactions required by sub-paragraphs (b)(5), (6),
(9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act (other than
those records being maintained by the custodian or transfer agent appointed by
the Trust with respect to the Portfolio) and preserve such records for the
periods prescribed therefore by Rule 31a-2 of the 1940 Act. The Manager will
also provide to the Board of Trustees such periodic and special reports as the
Board may reasonably request.
2. The Manager recognizes that the Trust has created, and may from time
to time create, additional portfolios of the Trust, that this agreement relates
only to the management of the assets of the Portfolio, and that the management
of the assets of any additional portfolio of the Trust are subject, or will be
subject, to one or more separate investment management agreements.
3. (a) Except as otherwise provided herein, the Manager, at its own
expense, shall furnish to the Trust office space in the offices of the Manager
or in such other place as may be agreed upon from time to time, and all
necessary office facilities, equipment and personnel for managing the affairs
and investments with respect to the Portfolio, and shall arrange, if desired by
the Trust, for members of the Manager's organization to serve as officers or
agents of the Trust.
(b) The Manager shall pay directly or reimburse the Trust for: (i)
the compensation (if any) of the Trustees who are affiliated with, or interested
persons of, the Manager and all
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<PAGE>
officers of the Trust as such; and (ii) all expenses not hereinafter
specifically assumed by the Trust or the Portfolio where such expenses are
incurred by the Manager or by the trust or the Portfolio in connection with the
management of the affairs of, and the investment and reinvestment of the assets
of, the Portfolio.
(c) The Trust shall assume and shall pay with respect to the
Portfolio (i) charges and expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent such services are
performed by personnel of the Manager or its affiliates, office space and
facilities and personnel compensation, training and benefits; (ii) the charges
and expenses of auditors; (iii) the charges and expenses of any custodian,
transfer agent, plan agent, dividend disbursing agent and registrar appointed by
the trust with respect to the Portfolio; (iv) issue and transfer taxes,
chargeable to the trust in connection with securities transactions to which the
Trust is a party; (v) insurance premiums, interest charges, dues and fees for
membership in trade associations and all taxes and corporate fees payable by the
Trust to federal, state or other governmental agencies; (vi) fees payable by the
Trust to federal, state or other governmental agencies; (vi) fees and expenses
involved in registering and maintaining registrations of the Trust and/or its
shares with the Commission, state or blue sky securities agencies and foreign
countries, including the preparation for Prospectuses and Statements of
Additional Information for filing with the Commission; (vii) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and distributing
prospectuses, notices, proxy statements and all reports to shareholders and to
governmental agencies; (viii) charges and expenses of legal counsel to the Trust
and to the Trustee; (ix) distribution fees paid by the Trust in accordance with
Rule 12b-1 promulgated by the Commission pursuant to the 1940 Act; (x)
compensation of those Trustees of the Trust who are not affiliated with or
interested persons of the Manager, the Trust (other than as Trustees), The
Pioneer Group, Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of
preparing and printing share certificates; and (xii) interest on borrowed money,
if any.
(d) In addition to the expenses described in Section 3(c) above,
the Trust shall pay all brokers' and underwriting commissions chargeable to the
Trust with respect to the Portfolio in connection with securities transactions
to which the Trust is a party.
4. (a) The Trust shall pay to the Manager, as compensation for the
Manager's services hereunder, a fee at the rate of 0.65% of the next $200
million of such assets, 0.50% of the next $500 million of such assets and 0.45%
of such assets in excess of $1
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<PAGE>
billion. The management fee payable hereunder shall be computed daily and paid
monthly in arrears. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
(b) If the operating expenses of the Portfolio in any year exceed
the limits set by state securities laws or regulations in states in which shares
of the Portfolio are sold, the amount payable to the Manager shall make other
arrangements concerning expenses but, in each instance, only as and to the
extent required by such laws or regulation. If amounts have already been
advanced to the Manger under this Agreement, the Manager will return such
amounts to the Trust to the extent required by the preceding sentence.
(c) In addition to the foregoing, the Manager may from time to time
agree not to impose all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the Manager. Any such fee
reduction or undertaking may be discontinued or modified by the Manager at any
time.
5. The Manager will not be liable for any error of judgment or mistake
of law or for any loss sustained by reason of the adoption of any investment
policy or the purchase, sale, or retention of any security on the recommendation
of the Manager, whether or not such recommendation shall have been based upon
its own investigation and research or upon investigation and research made by
any other individual, firm or corporation, but nothing contained herein will be
construed to protect the Manager against any liability to the Trust or Portfolio
or its shareholders by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
6. (a) Nothing in this Agreement will in any way limit or restrict the
Manager or any of its officers, directors, or employees from buying, selling or
trading in any securities for its or their own accounts or other accounts. The
Manager may act as an investment advisor to any other person, firm or
corporation, and may perform management and any other services for any other
person, association, corporation, firm or other entity pursuant to any contract
or otherwise, and take any action or do any thing in connection therewith or
related thereto; and no such performance of management or other services or
taking of any such action or
-4-
<PAGE>
doing of any such thing shall be in any manner restricted or otherwise affected
by any aspect of any relationship of the Manager to or with the Trust or deemed
to violate or give rise to any duty or obligation of the Manager to the Trust
except as otherwise imposed by law. The Trust recognizes that Manager, in
effecting transactions for its various accounts, may not always be able to take
or liquidate investment positions in the same security at the same time and at
the same price.
(b) In connection with purchases or sales of portfolio securities
for the account of the Portfolio, neither the Manager nor any of its Directors,
officers or employees will act as a principal or agent or receive any commission
except as permitted by the 1940 Act. The Manager shall arrange for the placing
of all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such orders, the Manager
is directed at all times to seek for the Portfolio the most favorable execution
and net price available except as described herein. It is also understood that
it is desirable for the Portfolio that the Manager have access to supplemental
investment and market research and security and economic analyses provided by
brokers who may execute brokerage transactions at a higher cost to the Portfolio
than may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, the Manager
is authorized to place orders for the purchase and sale of securities for the
Portfolio's account with such brokers, subject to review by the Trust's Trustees
from time to time with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers may be useful to the
Manager in connection with its or its affiliates services to other clients. In
addition, subject to the Manager's obligation to seek the most favorable
execution and net price available, the Manager may consider the sale of
Portfolio shares in selecting brokers and dealers.
(c) On occasions when the Manager deems the purchase or sale of a
security to be in the interest of the Portfolio as well as other clients, the
Manager, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be sold or purchased in order to obtain the best
execution and lower brokerage commissions, if any. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Portfolio
and to such clients.
-5-
<PAGE>
7. This Agreement shall become effective on the date hereof and shall
remain in force until May 31, 1995 and from year to year thereafter, but only so
long as its continuance is approved annually by a vote of the Trustees of the
Trust voting in person, including a majority of its Trustees who are not parties
to this Agreement or interested persons (as the term "interested persons" is
defined in the 1940 Act) of any such parties, at a meeting of Trustees called
for the purpose of voting on such approval or by a vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Portfolio,
subject to the right of the Trust and the Manager to terminate this contract as
provided in Section 8 hereof.
8. Either party hereto may, without penalty, terminate this Agreement
by vote of its Board of Directors or its Board of Trustees, as the case may be,
or by vote of a "majority of its outstanding voting securities" (as defined in
the 1940 act) of the Portfolio and the giving of 60 days' written notice to the
other party.
9. This Agreement shall automatically terminate in the event of its
assignment. For purposes of this Agreement, the term "assignment" shall have the
meaning given it by Section 2(a)(4) of the 1940 Act.
10. The Manager is an independent contractor and not an employee of the
Trust or Portfolio for any purpose. If any occasion should arise in which the
Manager gives any advice to its clients concerning the shares of the Portfolio,
the Manager will act solely as investment counsel for such clients and not in
any way on behalf of the Trust or Portfolio.
11. This Agreement states the entire agreement of the parties hereto,
and is intended to be the complete and exclusive statement of the terms hereof.
It may not be added to or changed orally, and may not be modified or rescinded
except by a writing signed by the parties hereto and in accordance with the 1940
Act, when applicable.
12. This Agreement and all performance hereunder shall be governed by
the laws of The Commonwealth of Massachusetts, which apply to contracts made and
to be performed in The Commonwealth of Massachusetts.
13. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the
-6-
<PAGE>
remaining terms or provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any other
jurisdiction.
14. The parties to this Agreement acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, and of any and every
nature whatsoever shall be satisfied solely out of the assets of the portfolio
affected thereby and that no Trustee, officer or holder of shares of beneficial
interest of the Trust shall be personally liable for any of the foregoing
liabilities. The Trust's Declaration of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of The Commonwealth of
Massachusetts. Such Declaration of Trust describes in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
15. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers and their seal to be hereto affixed
as of the day and year first above written.
ATTEST: PIONEER GROWTH TRUST
By:
Secretary President
ATTEST: PIONEERING MANAGEMENT CORPORATION
By:
Secretary President
UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this 22nd day of June, 1990, by and
between Pioneer Growth 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
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
<PAGE>
Underwriter is not required to purchase any specified number of 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 services.
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
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<PAGE>
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 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
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<PAGE>
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.
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 the day and year first above written.
ATTEST: PIONEER GROWTH TRUST
Its:
Secretary President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
Its:
Clerk President
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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 Three 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
Offering Price Commission
Purchase Amount
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 Massachusetts Double Pioneer New York Triple Pioneer California Double
Tax-Free Fund Tax-Free Fund Tax-Free Fund
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
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 3 and 4 above, .50 of 1% on purchases of $1 million to $5 million
and .10 of 1% on the excess over $5 million. For funds listed on shedules 1 and
2, 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. 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.
</TABLE>
PLEASE RETAIN THIS COPY
<PAGE>
Schedule 5
<TABLE>
<CAPTION>
<S> <C> <C>
Pioneer Cash Reserves Fund Pioneer U.S. Pioneer Tax-Free Money Fund
Government Money Fund
No Load
CLASS B
Schedule 1 Schedule 2 Schedule 3
---------- ---------- --------
<S> <C> <C>
Pioneer Equity Income Fund Pioneer Intermediate Tax-Free Pioneer Short-Term Income Trust
Pioneer Bond Fund Fund
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
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
b) Dealer Commission includes a first year service fee equal to 0.25% of the
amount invested in all Class B shares.
</TABLE>
<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 of the 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 Three 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-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 Three 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 Tax-Free 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.
* Service fees begin accruing January 1, 1996
AGREEMENT BETWEEN
BROWN BROTHERS HARRIMAN & CO.
AND
PIONEER CAPITAL GROWTH FUND
<PAGE>
TABLE OF CONTENTS
Page
1. Employment of Custodian.........................................1
2. Powers and Duties of the Custodian
with respect to Property of the Fund
held by the Custodian...........................................1
A. Safekeeping..............................................2
B. Manner of Holding Securities.............................2
C. Registered Name; Nominee.................................2
D. Purchases................................................2
E. Exchanges................................................4
F. Sales of Securities......................................4
G. Depositary Receipts......................................5
H. Exercise of Rights; Tender Offers........................6
I. Stock Dividends, Rights, Etc.............................6
J. Options..................................................6
K. Borrowings...............................................7
L. Demand Deposit Bank Accounts.............................7
M. Interest Bearing Call or Time Deposits...................8
N. Foreign Exchange Transactions
and Futures Contracts....................................9
O. Stock Loans..............................................10
P. Collections..............................................10
Q. Dividends, Distributions and Redemptions.................11
R. Proxies, Notices, Etc....................................12
S. Nondiscretionary Details.................................13
T. Bills....................................................13
U. Deposit of Fund Assets in Securities
Systems..................................................13
V. Other Transfers..........................................15
W. Investment Limitations...................................16
X. Proper Instructions......................................16
Y. Segregated Account.......................................18
3. Powers and Duties of the Custodian with
Respect to the Appointment of Subcustodians.....................19
4. Assistance by the Custodian as to
Certain Matters.................................................23
5. Powers and Duties of the Custodian with
Respect to its Role as Financial Agent..........................23
A. Records..................................................23
B. Accounts.................................................23
C. Access to Records........................................24
D. Disbursements............................................24
6. Standard of Care and Related Matters............................24
A. Liability of the Custodian with
Respect to Proper Instructions;
Evidence of Authority; Etc...............................24
B. Liability of the Custodian with
Respect to Use of Securities System......................26
C. Liability of the Custodian with
Respect to Subcustodians.................................26
D. Standard of Care; Liability;
Indemnification..........................................27
E. Reimbursement of Advances................................29
F. Security for Obligations to Custodian....................29
G. Appointment of Agents....................................29
H. Powers of Attorney.......................................30
7. Compensation of the Custodian...................................30
8. Termination; Successor Custodian................................30
9. Amendment.......................................................31
10. Governing Law...................................................32
11. Notices.........................................................32
12. Binding Effect..................................................32
13. Counterparts....................................................31
<PAGE>
CUSTODIAN AGREEMENT
AGREEMENT made this 14th day of January, 1992 between PIONEER CAPITAL
GROWTH FUND, an investment portfolio of PIONEER GROWTH TRUST (said portfolio and
trust herein referred to as the "Fund") and Brown Brothers Harriman & Co. (the
"Custodian");
WITNESSETH: That in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Employment of Custodian: The Fund hereby employs and appoints the
Custodian as a custodian for the term and subject to the provisions of this
Agreement. The Custodian shall not be under any duty or obligation to require
the Fund to deliver to it any securities or funds owned by the Fund and shall
have no responsibility or liability for or on account of securities or funds not
so delivered. The Fund will deposit with the Custodian copies of the Declaration
of Trust or Certificate of Incorporation and By-Laws (or comparable documents)
of the Fund and all amendments thereto, and copies of such votes and other
proceedings of the Fund as may be necessary for or convenient to the Custodian
in the performance of its duties.
2. Powers and Duties of the Custodian with respect to Property of the
Fund held by the Custodian: Except for securities and funds held by any
Subcustodians or held by the Custodian through a non-US. securities depository
appointed pursuant to the
<PAGE>
provisions of Section 3 hereof, the Custodian shall have and perform the
following powers and duties:
A. Safekeeping - To keep safely the securities and other assets of the
Fund that have been delivered to the Custodian and, on behalf of the Fund, from
time to time to receive delivery of securities for safekeeping.
B. Manner of Holding Securities - To hold securities of the Fund (1) by
physical possession of the share certificates or other instruments representing
such securities in registered or bearer form, or (2) in book-entry form by a
Securities System (as said term is defined in Section 2U).
C. Registered Name; Nominee - To hold registered securities of the Fund
(1) in the name or any nominee name of the Custodian or the Fund, or in the name
or any nominee name of any Agent appointed pursuant to Section 6F, or (2) in
street certificate form, so-called, and in any case with or without any
indication of fiduciary capacity, provided that securities are held in an
account of the Custodian containing only assets of the Fund or only assets held
as fiduciary or custodian for customers.
D. Purchases - Upon receipt of Proper Instructions, as defined in
Section X on Page 17, insofar as funds are available for the purpose, to pay for
and receive securities purchased for the account of the Fund, payment being made
only upon receipt of the securities (1) by the Custodian, or (2) by a clearing
corporation of a national securities exchange of which the
-2-
<PAGE>
Custodian is a member, or (3) by a Securities System. However, (i) in the case
of repurchase agreements entered into by the Fund, the Custodian (as well as an
Agent) may release funds to a Securities System or to a Subcustodian prior to
the receipt of advice from the Securities System or Subcustodian that the
securities underlying such repurchase agreement have been transferred by book
entry into the Account (as defined in Section 2U) of the Custodian (or such
Agent) maintained with such Securities System or Subcustodian, so long as such
payment instructions to the Securities System or Subcustodian include a
requirement that delivery is only against payment for securities, (ii) in the
case of foreign exchange contracts, options, time deposits, call account
deposits, currency deposits, and other deposits, contracts or options pursuant
to Sections 2J, 2L, 2M and 2N, the Custodian may make payment therefor without
receiving an instrument evidencing said deposit, contract or option so long as
such payment instructions detail specific securities to be acquired, and (iii)
in the case of securities in which payment for the security and receipt of the
instrument evidencing the security are under generally accepted trade practice
or the terms of the instrument representing the security expected to take place
in different locations or through separate parties, such as commercial paper
which is indexed to foreign currency exchange rates, derivatives and similar
securities, the Custodian may make payment for such securities prior to delivery
thereof in
-3-
<PAGE>
accordance with such generally accepted trade practice or the terms of the
instrument representing such security.
E. Exchanges - Upon receipt of proper instructions, to exchange
securities held by it for the account of the Fund for other securities in
connection with any reorganization, recapitalization, split-up of shares, change
of par value, conversion or other event relating to the securities or the issuer
of such securities and to deposit any such securities in accordance with the
terms of any reorganization or protective plan. Without proper instructions, the
Custodian may surrender securities in temporary form for definitive securities,
may surrender securities for transfer into a name or nominee name as permitted
in Section 2C, and may surrender securities for a different number of
certificates or instruments representing the same number of shares or same
principal amount of indebtedness, provided the securities to be issued are to be
delivered to the Custodian.
F. Sales of Securities - Upon receipt of proper instructions, to make
delivery of securities which have been sold for the account of the Fund, but
only against payment therefor (1) in cash, by a certified check, bank cashier's
check, bank credit, or bank wire transfer, or (2) by credit to the account of
the Custodian with a clearing corporation of a national securities exchange of
which the Custodian is a member, or (3) by credit to the account of the
Custodian or an Agent of the Custodian with a
-4-
<PAGE>
Securities System; provided, however, that (i) in the case of delivery of
physical certificates or instruments representing securities, the Custodian may
make delivery to the broker buying the securities, against receipt therefor, for
examination in accordance with "street delivery" custom, provided that the
payment therefor is to be made to the Custodian (which payment may be made by a
broker's check) or that such securities are to be returned to the Custodian, and
(ii) in the case of securities referred to in clause (iii) of the last sentence
of Section 2D, the Custodian may make settlement, including with respect to the
form of payment, in accordance with generally accepted trade practice relating
to such securities or the terms of the instrument representing said security.
G. Depositary Receipts - Upon receipt of proper instructions, to
instruct a Subcustodian or an Agent to surrender securities to the depositary
used by an issuer of American Depositary Receipts or International Depositary
Receipts (hereinafter collectively referred to as "ADRs") for such securities
against a written receipt therefor adequately describing such securities and
written evidence satisfactory to the Subcustodian or Agent that the depositary
has acknowledged receipt of instructions to issue with respect to such
securities ADRs in the name of the Custodian, or a nominee of the Custodian, for
delivery to the Custodian in Boston, Massachusetts, or at such other place as
the Custodian may from time to time designate.
-5-
<PAGE>
Upon receipt of proper instructions, to surrender ADRs to the issuer
thereof against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian that the issuer
of the ADRs has acknowledged receipt of instructions to cause its depositary to
deliver the securities underlying such ADRS to a Subcustodian or an Agent.
H. Exercise of Rights; Tender Offers - Upon timely receipt of proper
instructions, to deliver to the issuer or trustee thereof, or to the agent of
either, warrants, puts, calls, rights or similar securities for the purpose of
being exercised or sold, provided that the new securities and cash, if any,
acquired by such action are to be delivered to the Custodian, and, upon receipt
of proper instructions, to deposit securities upon invitations for tenders of
securities, provided that the consideration is to be paid or delivered or the
tendered securities are to be returned to the Custodian.
I. Stock Dividends, Rights, Etc. - To receive and collect all stock
dividends, rights and other items of like nature; and to deal with the same
pursuant to proper instructions relative thereto.
J. Options - Upon receipt of proper instructions, to receive and retain
confirmations or other documents evidencing the purchase of writing of an option
on a security or securities index by the Fund; to deposit and maintain in a
segregated account, either physically or by book-entry in a Securities System,
-6-
<PAGE>
securities subject to a covered call option written by the Fund; and to release
and/or transfer such securities or other assets only in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
relating to such securities or other assets a notice or other communication
evidencing the expiration, termination or exercise of such covered option
furnished by The Options Clearing Corporation, the securities or options
exchange on which such covered option is traded or such other organization as
may be responsible for handling such options transactions.
K. Borrowings - Upon receipt of proper instructions, to deliver
securities of the Fund to lenders or their agents as collateral for borrowings
effected by the Fund, provided that such borrowed money is payable to or upon
the Custodian's order as Custodian for the Fund.
L. Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund on the Custodian's books subject only to draft
or order by the Custodian. All funds received by the Custodian from or for the
account of the Fund shall be deposited in said account(s). The responsibilities
of the Custodian to the Fund for deposits accepted on the Custodian's books
shall be that of a U.S. bank for a similar deposit.
If and when authorized by proper instructions, the Custodian may open
and operate an additional account(s) in such other banks or trust companies as
may be designated by the Fund in such
-7-
<PAGE>
instructions (any such bank or trust company so designated by the Fund being
referred to hereafter as a "Banking Institution"), provided that such account(s)
(hereinafter collectively referred to as "demand deposit bank accounts") shall
be in the name of the Custodian for account of the Fund and subject only to the
Custodian's draft or order. Such demand deposit accounts may be opened with
Banking Institutions in the United States and in other countries and may be
denominated in either U.S. Dollars or other currencies as the Fund may
determine. All such deposits shall be deemed to be portfolio securities of the
Fund and accordingly the responsibility of the Custodian therefore shall be the
same as and no greater than the Custodian's responsibility in respect of other
portfolio securities of the Fund.
M. Interest Bearing Call or Time Deposits - To place interest bearing
fixed term and call deposits with such banks and in such amounts as the Fund may
authorize pursuant to proper instructions. Such deposits may be placed with the
Custodian or with Subcustodians or other Banking Institutions as the Fund may
determine. Deposits may be denominated in U.S. Dollars or other currencies and
need not be evidenced by the issuance or delivery of a certificate to the
Custodian, provided that the Custodian shall include in its records with respect
to the assets of the Fund appropriate notation as to the amount and currency of
each such deposit, the accepting Banking Institution and other appropriate
details, and shall retain such forms of advice or
-8-
<PAGE>
receipt evidencing the deposit, if any, as may be forwarded to the Custodian by
the Banking Institution. Such deposits, other than those placed with the
Custodian, shall be deemed portfolio securities of the Fund and the
responsibilities of the Custodian therefor shall be the same as those for demand
deposit bank accounts placed with other banks, as described in Section K of this
Agreement. The responsibility of the Custodian for such deposits accepted on the
Custodian's books shall be that of a U.S. bank for a similar deposit.
N. Foreign Exchange Transactions and Futures Contracts - Pursuant to
proper instructions, to enter into foreign exchange contracts or options to
purchase and sell foreign currencies for spot and future delivery on behalf and
for the account of the Fund. Such transactions may be undertaken by the
Custodian with such Banking Institutions, including the Custodian and
Subcustodian(s) as principals, as approved and authorized by the Fund. Foreign
exchange contracts and options other than those executed with the Custodian,
shall be deemed to be portfolio securities of the Fund and the responsibilities
of the Custodian therefor shall be the same as those for demand deposit bank
accounts placed with other banks as described in Section 2L of this agreement.
Upon receipt of proper instructions, to receive and retain confirmations
evidencing the purchase or sale of a futures contract or an option on a futures
contract by the Fund; to deposit and maintain in a segregated account, for the
benefit
-9-
<PAGE>
of any futures commission merchant or to pay to such futures commission
merchant, assets designated by the fund as initial, maintenance or variation
"margin" deposits intended to secure the Fund's performance of its obligations
under any futures contracts purchased or sold or any options on futures
contracts written by the Fund, in accordance with the provisions of any
agreement or agreements among any of the Fund, the Custodian and such futures
commission merchant, designated to comply with the rules of the Commodity
Futures Trading Commission and/or any contract market, or any similar
organization or organizations, regarding such margin deposits; and to release
and/or transfer assets in such margin accounts only in accordance with any such
agreements or rules.
O. Stock Loans - Upon receipt of proper instructions, to deliver
securities of the Fund, in connection with loans of securities by the Fund, to
the borrower thereof prior to receipt of the collateral, if any, for such
borrowing, provided that for stock loans secured by cash collateral the
Custodian's instructions to the Securities System require that the Securities
System may deliver the securities to the borrower thereof only upon receipt of
the collateral for such borrowing.
P. Collections - To collect, deceive and deposit in said account or
accounts all income, payments of principal and other payments with respect to
the securities held hereunder, and in connection therewith to deliver the
certificates or other
-10-
<PAGE>
instruments representing the securities to the issuer thereof or its agent when
securities are called, redeemed, retired or otherwise become payable; provided,
that the payment is to be made in such form and manner and at such time, which
may be after delivery by the Custodian of the instrument representing the
security, as is in accordance with the terms of the instrument representing the
security, or such proper instructions as the Custodian may receive, or
governmental regulations, the rules of Securities Systems or other U.S.
securities depositories and clearing agencies or, with respect to securities
referred to in clause (iii) of the last sentence of Section 20, in accordance
with generally accepted trade practice; (ii) to execute ownership and other
certificates and affidavits for all federal and state tax purposes in connection
with receipt of income or other payments with respect to securities of the Fund
or in connection with transfer of securities, and (iii) pursuant to proper
instructions to take such other actions with respect to collection or receipt of
funds or transfer of securities which involve an investment decision.
Q. Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized),
-11-
<PAGE>
the Custodian shall release funds or securities to the Shareholder Servicing
Agent or otherwise apply funds or securities, insofar as available, for the
payment of dividends or other distributions to Fund shareholders. Upon receipt
of proper instructions from the Fund, or upon receipt of instructions from the
Shareholder Servicing Agent (given by such person or persons and in such manner
on behalf of the Shareholder Servicing Agent as the Fund shall have authorized),
the Custodian shall release funds or securities, insofar as available, to the
Shareholder Servicing Agent or as such Agent shall otherwise instruct for
payment to Fund shareholders who have delivered to such Agent a request for
repurchase or redemption of their shares of capital stock of the Fund.
R. Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all
forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that are
received by the Custodian, and upon receipt of proper instructions, to execute
and deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee shall
vote upon any of such securities or execute any proxy to vote thereon or give
any consent or take any other action with respect thereto (except as otherwise
herein provided) unless ordered to do so by proper instructions.
-12-
<PAGE>
S. Nondiscretionary Details - Without the necessity of express
authorization from the Fund, (1) to attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealings with securities, funds or other property of the Portfolio held by the
Custodian except as otherwise directed from time to time by the Directors or
Trustees of the Fund, and (2) to make payments to itself or others for minor
expenses of handling securities or other similar items relating to the
Custodian's duties under this Agreement, provided that all such payments shall
be accounted for to the Fund.
T. Bills - Upon receipt of proper instructions, to pay or cause to be
paid, insofar as funds are available for the purpose, bills, statements, or
other obligations of the Fund.
U. Deposit of Fund Assets in Securities Systems - The Custodian may
deposit and/or maintain securities owned by the Fund in (i) The Depository Trust
Company, (ii) any book- entry system as provided in Subpart O of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, or the book-entry
regulations of federal agencies substantially in the form of Subpart O, or (iii)
any other domestic clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 which acts
as a securities depository and whose use the Fund has previously approved in
writing (each of the foregoing being referred to in this Agreement
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<PAGE>
as a "Securities System"). Utilization of a Securities System shall be in
accordance with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:
1) The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Agents appointed by the Custodian (provided that
any such agent shall be qualified to act as a custodian of the Fund pursuant to
the Investment Company Act of 1940 and the rules and regulations thereunder), in
a Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by book-entry those
securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of
the Fund upon (i) receipt of advice from the Securities System that such
securities have been transferred to the Account, and (ii) the making of an entry
on the records of the Custodian to reflect such payment and transfer for the
account of the Fund. The Custodian shall transfer securities sold for the
account of the Fund upon (i) receipt of advice from the Securities System that
payment for such securities has been transferred to the
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<PAGE>
Account, and (ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Fund. Copies of all
advices from the Securities System of transfers of securities for the account of
the Fund shall identify the Fund, be maintained for the Fund by the Custodian or
an Agent as referred to above, and be provided to the Fund at its request. The
Custodian shall furnish the Fund confirmation of each transfer to or from the
account of the Fund in the form of a written advice or notice and shall furnish
to the Fund copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Fund on the next
business day;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian or any Agent as referred to above on the Securities System's
accounting system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System; and the Custodian and such Agents
shall send to the Fund such reports on their own systems of internal accounting
control as the Fund may reasonably request from time to time.
5) At the written request of the Fund, the Custodian will terminate the
use of any such Securities System on behalf of the Fund as promptly as
practicable.
V. Other Transfers - Upon receipt of proper instructions, to deliver
securities, funds and other property of the Fund to a Subcustodian or another
custodian of the Fund; and, upon receipt
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<PAGE>
of proper instructions, to make such other disposition of securities, funds or
other property of the Fund in a manner other than or for purposes other than as
enumerated elsewhere in this Agreement, provided that the instructions relating
to such disposition shall include a statement of the purpose for which the
delivery is to be made, the amount of securities to be delivered and the name of
the person or persons to whom delivery is to be made.
W. Investment Limitations - In performing its duties generally, and
more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, the Custodian may assume unless and until
notified in writing to the contrary that proper instructions received by it are
not in conflict with or in any way contrary to any provisions of the Fund's
Declaration of Trust or Certificate of Incorporation or By-Laws (or comparable
documents) or votes or proceedings of the shareholders or Directors of the Fund.
The Custodian shall in no event be liable to the Fund and shall be indemnified
by the Fund for any violation which occurs in the course of carrying out
instructions given by the Fund of any investment limitations to which the Fund
is subject or other limitations with respect to the Fund's powers to make
expenditures, encumber securities, borrow or take similar actions affecting the
Fund.
X. Proper Instructions - Proper instructions shall mean a tested telex
from the Fund or a written request, direction,
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<PAGE>
instruction or certification signed or initialled on behalf of the Fund by one
or more person or persons as the Board of Directors or Trustees of the Fund
shall have from time to time authorized, provided, however, that no such
instructions directing the delivery of securities or the payment of funds to an
authorized signatory of the Fund shall be signed by such person. Those persons
authorized to give proper instructions may be identified by the Board of
Directors or Trustees by name, title or position and will include at least one
officer empowered by the Board to name other individuals who are authorized to
give proper instructions on behalf of the Fund. Telephonic or other oral
instructions given by any one of the above persons will be considered proper
instructions if the Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the transaction
involved. Oral instructions will be confirmed by tested telex or in writing in
the manner set forth above but the lack of such confirmation shall in no way
affect any action taken by the Custodian in reliance upon such oral
instructions. The Fund authorizes the Custodian to tape record any and all
telephonic or other oral instructions given to the Custodian by or on behalf of
the Fund (including any of its officers, Directors, Trustees, employees or
agents) and will deliver to the Custodian a similar authorization from any
investment manager or adviser or person or entity with similar responsibilities
which is authorized to give proper instructions
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<PAGE>
on behalf of the Fund to the Custodian. Proper instructions may relate to
specific transactions or to types or classes of transactions, and may be in the
form of standing instructions.
Proper instructions may include communications effected directly
between electro- mechanical or electronic devices or systems, in addition to
tested telex, provided that the Fund and the Custodian agree to the use of such
device or system.
Y. Segregated Account - The Custodian shall upon receipt of proper
instructions establish and maintain on its books a segregated account or
accounts for and on behalf of the Fund, into which account or accounts may be
transferred cash and/or securities of the Fund, including securities maintained
by the Custodian pursuant to Section 2U hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker- dealer
registered under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. (or any futures commission
merchant registered under the Commodity Exchange Act) relating to compliance
with the rules of the Options Clearing Corporation and of any registered
national securities exchange (or the Commodity Futures Trading Commission or any
registered contract market), or any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or securities in connection with
options purchased, sold or written by the Fund or commodity futures
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<PAGE>
contracts or options thereon purchased or sold by the Fund, (iii) for the
purposes of compliance by the Fund with the procedures required by Investment
Company Act Release No. 10666, or any subsequent release or releases of the
Securities and Exchange Commission relating to the maintenance of segregated
accounts by registered investment companies, and (iv) as mutually agreed from
time to time between the Fund and the Custodian.
3. Powers and Duties of the Custodian with Respect to the Appointment
of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold
securities, funds and other property of the Fund which are maintained outside
the United States at subcustodians appointed pursuant to the provisions of this
Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the
appointment of each Subcustodian and the subcustodian agreement to be entered
into between such Subcustodian and the Custodian, and (2) if the Subcustodian is
organized under the laws of a country other than the United States, the country
or countries in which the Subcustodian is authorized to hold securities, cash
and other property of the Fund. The Fund hereby further authorizes and instructs
the Custodian and any Subcustodian to utilize such securities depositories
located outside the United States which are approved in writing by the Fund to
hold securities, cash and other property of the Fund. Upon such approval by the
Fund, the Custodian is authorized on behalf of the Fund to notify each
Subcustodian of
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<PAGE>
its appointment as such. The Custodian may, at any time in its discretion,
remove any Subcustodian that has been appointed as such but will promptly notify
the Fund of any such action.
Those Subcustodians, and the countries where and the securities
depositories through which they or the Custodian may hold securities, cash and
other property of the Fund which the Fund has approved to date are set forth on
Appendix A hereto. Such Appendix shall be amended from time to time as
Subcustodians, and/or countries and/or securities depositories are changed,
added or deleted. The Fund shall be responsible for informing the Custodian
sufficiently in advance of a proposed investment which is to be held in a
country not listed on Appendix A, in order that there shall be sufficient time
for the Fund to give the approval required by the preceding paragraph and for
the Custodian to put the appropriate arrangements in place with such
Subcustodian, including negotiation of a subcustodian agreement and submission
of such subcustodian agreement to the Fund for approval.
If the Fund shall have invested in a security to be held in a country
before the foregoing procedures have been completed, such security shall be held
by such agent as the Custodian may appoint. In any event, the Custodian shall be
liable to the Fund for the actions of such agent if and only to the extent the
Custodian shall have recovered from such agent for any damages caused the Fund
by such agent. At the request of the Fund, Custodian agrees to remove any
securities held on behalf of the Fund by such agent,
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<PAGE>
if practical, to an approved Subcustodian. Under such circumstances Custodian
will collect income and respond to corporate actions on a best efforts basis.
With respect to securities and funds held by a Subcustodian, either
directly or indirectly (including by a securities depository or clearing
agency), notwithstanding any provision of this Agreement to the contrary,
payment for securities purchased and delivery of securities sold may be made
prior to receipt of the securities or payment, respectively, and securities or
payment may be received in a form, in accordance with governmental regulations,
rules of securities depositories and clearing agencies, or generally accepted
trade practice in the applicable local market.
In the event that any Subcustodian appointed pursuant to the provisions
of this Section 3 fails to perform any of its obligations under the terms and
conditions of the applicable subcustodian agreement, the Custodian shall use its
best efforts to cause such Subcustodian to perform such obligations. In the
event that the Custodian is unable to cause such Subcustodian to perform fully
its obligations thereunder, the Custodian shall forthwith upon the Fund's
request terminate such Subcustodian in accordance with the termination
provisions under the applicable subcustodian agreement and, if necessary or
desirable, appoint another subcustodian in accordance with the provisions of
this Section 3. At the election of the Fund, it shall have the right
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to enforce, to the extent permitted by the subcustodian agreement and applicable
law, the Custodian's rights against any such Subcustodian for loss or damage
caused the Fund by such Subcustodian.
The Custodian will not amend any subcustodian agreement or agree to
change or permit any changes thereunder except upon the prior written approval
of the Fund.
The Custodian may, at any time in its discretion upon notification to
the Fund, terminate any Subcustodian of the Fund in accordance with the
termination provisions under the applicable Subcustodian Agreement, and at the
written request of the Fund, the Custodian will terminate any Subcustodian in
accordance with the termination provisions under the applicable Subcustodian
Agreement.
If necessary or desirable, the Custodian may appoint another
subcustodian to replace a Subcustodian terminated pursuant to the foregoing
provisions of this Section 3, such appointment to be made upon approval of the
successor subcustodian by the Fund's Board of Directors or Trustees in
accordance with the provisions of this Section 3.
In the event the Custodian receives a claim from a Subcustodian under
the indemnification provisions of any subcustodian agreement, the Custodian
shall promptly give written notice to the Fund of such claim. No more than
thirty days after written notice to the Fund of the Custodian's intention to
make
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<PAGE>
such payment, the Fund will reimburse the Custodian the amount of such payment
except in respect of any negligence or misconduct of the Custodian.
4. Assistance by the Custodian as to Certain Matters: The Custodian may
assist generally in the preparation of reports to Fund shareholders and others,
audits of accounts, and other ministerial matters of like nature.
5. Powers and Duties of the Custodian with Respect to its Role as
Financial Agent: The Fund hereby also appoints the Custodian as the Funds
financial agent. With respect to the appointment as financial agent, the
Custodian shall have and perform the following powers and duties:
A. Records - To create, maintain and retain such records relating to
its activities and obligations under this Agreement as are required under the
Investment Company Act of 1940 and the rules and regulations thereunder
(including Section 31 thereof and Rules 31a-I and 31a-2 thereunder) and under
applicable Federal and State tax laws. All such records will be the property of
the Fund and in the event of termination of this Agreement shall be delivered to
the successor custodian.
B. Accounts - To keep books of account and render statements, including
interim monthly and complete quarterly financial statements, or copies thereof,
from time to time as reasonably requested by proper instructions.
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<PAGE>
C. Access to Records - The books and records maintained by the
Custodian pursuant to Sections 5A and 5B shall at all times during the
Custodian's regular business hours be open to inspection and audit by officers
of, attorneys for and auditors employed by the Fund and by employees and agents
of the Securities and Exchange Commission, provided that all such individuals
shall observe all security requirements of the Custodian applicable to its own
employees having access to similar records within the Custodian and such
regulations as may be reasonably imposed by the Custodian.
D. Disbursements - Upon receipt of proper instructions, to pay or cause
to be paid, insofar as funds are available for the purpose, bills, statements
and other obligations of the Fund (including but not limited to interest
charges, taxes, management fees, compensation to Fund officers and employees,
and other operating expenses of the Fund).
6. Standard of Care and Related Matters:
A. Liability of the Custodian with Respect to Proper Instructions;
Evidence of Authority, Etc. The Custodian shall not be liable for any action
taken or omitted in reliance upon proper instructions believed by it to be
genuine or upon any other written notice, request, direction, instruction,
certificate or other instrument believed by it to be genuine and signed by the
proper party or parties.
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<PAGE>
The Secretary or Assistant Secretary of the Fund shall certify to the
Custodian the names, signatures and scope of authority of all persons authorized
to give proper instructions or any other such notice, request, direction,
instruction, certificate or instrument on behalf of the Fund, the names and
signatures of the officers of the Fund, the name and address of the Shareholder
Servicing Agent, and any resolutions, votes, instructions or directions of the
Fund's Board of Directors or Trustees or shareholders. Such certificate may be
accepted and relied upon by the Custodian as conclusive evidence of the facts
set forth therein and may be considered in full force and effect until receipt
of a similar certificate to the contrary.
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement.
The Custodian shall be entitled, at the expense of the Fund, to receive
and act upon advice of (i) counsel regularly retained by the Custodian in
respect of custodian matters, (ii) counsel for the Fund, or (iii) such other
counsel as the Fund and the Custodian may agree upon, with respect to all
matters, and the Custodian shall be without liability for any action reasonably
taken or omitted pursuant to such advice.
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<PAGE>
B. Liability of the Custodian with Respect to Use of Securities System
- - With respect to the portfolio securities, cash and other property of the Fund
held by a Securities System, the Custodian shall be liable to the Fund only for
any loss or damage to the Fund resulting from use of the Securities System if
caused by any negligence, misfeasance or misconduct of the Custodian or any of
its agents or of any of its or their employees or from any failure of the
Custodian or any such agent to enforce effectively such rights as it may have
against the Securities System. At the election of the Fund, it shall be entitled
to be subrogated to the rights of the Custodian with respect to any claim
against the Securities System or any other person which the Custodian may have
as a consequence of any such loss or damage to the Fund if and to the extent
that the Fund has not been made whole for any such loss or damage.
C. Liability of the Custodian with respect to Subcustodians. The
Custodian shall be liable to the Fund for any loss or damage to the Fund caused
by or resulting from the acts or omissions of any Subcustodian to the extent
that under the terms set forth in the subcustodian agreement between the
Custodian and the Subcustodian (or in the subcustodian agreement between a
Subcustodian and any secondary Subcustodian), the Subcustodian (or secondary
Subcustodian) has failed to perform in accordance with the standard of conduct
imposed under such subcustodian agreement as determined in accordance with the
law which is adjudicated to
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govern such agreement and in accordance with any determination of any court
as to the duties of said Subcustodian pursuant to said agreement. The Custodian
shall also be liable to the Fund for its own negligence in transmitting any
instructions received by it from the Fund and for its own negligence in
connection with the delivery of any securities or funds held by it to any
Subcustodian.
D. Standard of Care; Liability; Indemnification - The Custodian shall
be held only to the exercise of reasonable care: - and diligence in carrying out
the provisions of this Agreement, provided that the Custodian shall not thereby
be required to take any action which is in contravention of any applicable law.
The Fund agrees to indemnify and hold harmless the Custodian and its nominees
from all claims and liabilities (including counsel fees) incurred or assessed
against it or its nominees in connection with the performance of this Agreement,
except such as may arise from its or its nominee's breach of the relevant
standard of conduct set forth in this Agreement. Without limiting the foregoing
indemnification obligation of the Fund, the Fund agrees to indemnify the
Custodian and any nominee in whose name portfolio securities or other property
of the Fund is registered against any liability the Custodian or such nominee
may incur by reason of taxes assessed to the Custodian or such nominee or other
costs, liability or expense incurred by the Custodian or such nominee resulting
directly or indirectly from the fact that portfolio
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<PAGE>
securities or other property of the Fund is registered in the name of the
Custodian or such nominee.
It is also understood that the Custodian shall not be liable for any
loss involving any securities, currencies, deposits or other property of the
Fund, whether maintained by it, a Subcustodian, a securities depository, an
agent of the Custodian or a Subcustodian, a Securities System, or a Banking
Institution, or for any loss arising from a foreign currency transaction or
contract, where the loss results from a Sovereign Risk or where the entity
maintaining such securities, currencies, deposits or other property of the Fund,
whether the Custodian, a Subcustodian, a securities depository, an agent of the
Custodian or a Subcustodian, a Securities System or a Banking Institution, has
exercised reasonable care maintaining such property or in connection with the
transaction involving such property. A "Sovereign Risk" shall mean
nationalization, expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental authority, de
facto or de jure; or enactment, promulgation, imposition or enforcement by any
such governmental authority of currency restrictions, exchange controls, taxes,
levies or other charges affecting the Fund's property; or acts of war,
terrorism, insurrection or revolution; or any other act or event beyond the
Custodian's control.
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<PAGE>
E. Reimbursement of Advances - The Custodian shall be entitled to
receive reimbursement from the Fund on demand, in the manner provided in Section
7, for its cash disbursements, expenses and charges (including the fees and
expenses of any Subcustodian or any Agent) in connection with this Agreement,
but excluding salaries and usual overhead expenses.
F. Security for Obligations to Custodian - If the Fund shall require
the Custodian to advance cash or securities for any purpose for the benefit of
the Fund, including in connection with foreign exchange contracts or options
(collectively, an "Advance"), or if the Custodian or any nominee thereof shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Agreement (collectively a
"Liability"), except such as may arise from its or such nominee's breach of the
relevant standard of conduct set forth in this Agreement, then in such event any
property at any time held for the account of the Fund by the Custodian or a
Subcustodian shall be security for such Advance or Liability and if the Fund
shall fail to repay or indemnify the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's property,
including securities, to the extent necessary to obtain reimbursement or
indemnification.
G. Appointment of Agents - The Custodian may at any time or times in
its discretion appoint (and may at any time remove) any
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other bank or trust company as its agent (an "Agent") to carry out such of the
provisions of this Agreement as the Custodian may from time to time direct,
provided, however, that the appointment of such Agent (other than an Agent
appointed pursuant to the third paragraph of Section 3) shall not relieve the
Custodian of any of its responsibilities under this agreement.
H. Powers of Attorney - Upon request, the Fund shall deliver to the
Custodian such proxies, powers of attorney or other instruments as may be
reasonable and necessary or desirable in connection with the performance by the
Custodian or any Subcustodian of their respective obligations under this
Agreement or any applicable subcustodian agreement.
7. Compensation of the Custodian: The Fund shall pay the Custodian a
custody fee based on such fee schedule as may from time to time be agreed upon
in writing by the Custodian and the Fund. Such fee, together with all amounts
for which the Custodian is to be reimbursed in accordance with Section 6D, shall
be billed to the Fund in such a manner as to permit payment by a direct cash
payment to the Custodian.
8. Termination; Successor Custodian: This Agreement shall continue in
full force and effect until terminated by either party by an instrument in
writing delivered or mailed, postage prepaid, to the other party, such
termination to take effect not sooner than seventy five (75) days after the date
of such delivery or mailing. In the event of termination the Custodian shall be
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entitled to receive prior to delivery of the securities, funds and other
property held by it all accrued fees and unreimbursed expenses the payment of
which is contemplated by Sections 6D and 7, upon receipt by the Fund of a
statement setting forth such fees and expenses.
In the event of the appointment of a successor custodian, it is agreed
that the funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the Fund in execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian for the Custodian under this Agreement.
9. Amendment: This Agreement constitutes the entire understanding and
agreement of the parties hereto with respect to the subject matter hereof. No
provision of this Agreement may be amended or terminated except by a statement
in writing signed by the party against which enforcement of the amendment or
termination is sought.
In connection with the operation of this Agreement, the Custodian and
the Fund may agree in writing from time to time on such provisions
interpretative of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement. No
interpretative or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
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<PAGE>
The section headings in this Agreement are for the convenience of the
parties and in no way alter, amend, limit or restrict the contractual
obligations of the parties set forth in this Agreement.
10. Governing Law: This instrument is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed according
to the laws of said Commonwealth.
11. Notices: Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to the Fund at 60 State Street, Boston,
Massachusetts 02109 or to such other address as the Fund may have designated to
the Custodian in writing, or to the Custodian at 40 Water Street, Boston,
Massachusetts 02109, Attention: Manager, Securities Department, or to such other
address as the Custodian may have designated to the Fund in writing, shall be
deemed to have been properly delivered or given hereunder to the respective
addressee.
12. Binding Effect: This Agreement shall be binding on and shall inure
to the benefit of the Fund and the Custodian and their respective successors and
assigns, provided that neither party hereto may assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of the
other party.
13. Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
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<PAGE>
This Agreement shall become effective when one or more counterparts have been
signed and delivered by each of the parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
PIONEER GROWTH TRUST BROWN BROTHERS HARRIMAN & CO.
On Behalf of Pioneer Capital
Growth Fund
By:/s/Joseph P. Barri per pro
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<PAGE>
BROWN BROTHERS HARRIMAN & CO - GLOBAL CUSTODY NETWORK
THE PIONEER GROUP OF FUNDS
APPENDIX A
CENTRAL
COUNTRY SUBCUSTODIAN DEPOSITORY
AUSTRALIA NATIONAL AUSTRALIA BANK LTD AGMT 5/1/85 AUSTRACLEAR
AUSTRIA CREDITANSYALT BANKVEREIN AGMT 12/18/89 KONTROLLBANK
BELGIUM JPMORGAN BRUSSELS AGMT 2/25/88 CIK
DENMARK DEN DANSKE BANK/PROVINSBANKEN AGMT 1/1/89 VP
FINLAND UNION BANK OF FINLAND AGMT 2/27/89 NONE
FRANCE JPMB/MORGAN PARIS AGMT 2/25/88 SICOVAM
GERMANY JPM8/MORGAN FRANKFURT GMBH AGMT 4/1/88 KASSENVEREIN
HONG KONG CHASE MANHATTAN BANK, HONG KONG AGMT 8/4/79 NONE
CMB HONG KONG AGMT AMENDMENT 9/17/90
ITALY JPMB/BANCA COMMERCIALE ITALIANIA AMGT 8/17/86 MONTE TITOLI
JAPAN CITIBANK N A, TOKYO AGMT 7/18/81o NONE
MALAYSIA HONGKONG & SHANGHAI BKG CORP, KUALA LUMPUR NONE
HSSC REGIONAL AGMT DTD 4/19/91
MEXICO CITIBANK N A, MEXICO CITY AGMT 7/1 8/81 o INDEVAL
NETHERLANDS AMRO BANK AGMT 12/19/88 NECIGEF
NORWAY JPMB/DEN NORSKE CREDITBANK AGMT DTD 8/2/87 VPS
PHILIPPINES CITIBANK N A, MANILA AGMT DTD 7/18/81 o NONE
PORTUGAL JPMB/BANCO ESPIRITO SANTO E COMMERCIAL NONE
DE LIS8OA AGMT 12/31/90
SINGAPORE CHASE MANHATTAN BANK SINGAPORE AGMT 8/9/80 CDP
CHASE SINGAPORE AGMT AMENDMENT DTD 9/17/90
SPAIN JPM0/BANCO SANTANDER AGMT 2/27/88 NONE
SWEDEN SKANDINAVISKA ENSKILDA BANKEN AGMT 2/20/89 VPC
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<PAGE>
SWITZERLAND JPMB/MORGAN ZURICH AGMT 2/25/88 SEGA
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO EUROCLEAR
CEDEL
UNITED JPMB/MORGAN LONDON AGMT 2/25/88 TALISMAN
KINGDOM CMO, CGO
* CITIBANK NA AGREEMENT AMENDMENT DATED 8/31/90
I HEREBY CERTIFY THAT AT ITS MEETING ON JANUARY 14, 1992 THE BOARD APPROVED THE
COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS
APPENDIX.
Joseph P. Barri 1/14/92
(SIGNATURE) (DATE)
Secretary
(TITLE)
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AGREEMENT BETWEEN
BROWN BROTHERS HARRIMAN & CO.
AND
PIONEER EQUITY-INCOME FUND
<PAGE>
TABLE OF CONTENTS
l. Employment of Custodian l
2. Powers and Duties of the Custodian
with respect to Property of the Fund
held by the Custodian l
A. Safekeeping 2
B. Manner of Holding Securities 2
C. Registered Name; Nominee 2
D. Purchases 2
E. Exchanges 4
F. Sales of Securities 4
G. Depositary Receipts 5
H. Exercise of Rights; Tender Offers 6
I. Stock Dividends, Rights, Etc. 6
J. Options 6
K. Borrowings 7
L. Demand Deposit Bank Accounts 7
M. Interest Bearing Call or Time Deposits 8
N. Foreign Exchange Transactions
and Futures Contracts 9
O. Stock Loans 10
P. Collections 10
Q. Dividends, Distributions and Redemptions 11
R. Proxies, Notices, Etc. 12
S. Nondiscretionary Details 13
T. Bills 13
U. Deposit of Fund Assets in Securities Systems 13
V. Other Transfers 16
W. Investment Limitations 16
X. Proper Instructions 17
Y. Segregated Account 18
3. Powers and Duties of the Custodian with
Respect to the Appointment of Subcustodians 19
4. Assistance by the Custodian as to Certain Matters 23
5. Powers and Duties of the Custodian with
Respect to its Role as Financial Agent 23
A. Records 23
B. Accounts 24
C. Access to Records 24
D. Disbursements 24
<PAGE>
6. Standard of Care and Related Matters 24
A. Liability of the Custodian with
Respect to Proper Instructions;
Evidence of Authority; Etc. 24
B. Liability of the Custodian with
Respect to Use of Securities System 26
C. Liability of the Custodian with
respect to Subcustodians 26
D. Standard of Care; Liability;
Indemnification 27
E. Reimbursement of Advances 29
F. Security for Obligations to Custodian 29
G. Appointment of Agents 29
H. Powers of Attorney 30
7. Compensation of the Custodian 30
8. Termination; Successor Custodian 30
9. Amendment 31
10. Governing Law 32
11. Notices 32
12. Binding Effect 32
13. Counterparts 32
<PAGE>
CUSTODIAN AGREEMENT
AGREEMENT made this 14th day of January, 1992, between PIONEER
EQUITY-INCOME FUND, an investment portfolio of PIONEER GROWTH TRUST (said
portfolio and trust herein referred to as the "Fund") and Brown Brothers
Harriman & Co. (the "Custodian");
WITNESSETH:That in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
l. Employment of Custodian: The Fund hereby employs and appoints the
Custodian as a custodian for the term and subject to the provisions of this
Agreement. The Custodian shall not be under any duty or obligation to require
the Fund to deliver to it any securities or funds owned by the Fund and shall
have no responsibility or liability for or on account of funds not so delivered.
The Fund Will deposit with Custodian copies of the Declaration of Trust or
Certificate of Incorporation and By-Laws (or comparable documents) of theoFund
and all amendments thereto, and copies of such votes and other proceedings of
the Fund as may be necessary for or convenient to the Custodian in the
performance of its duties.
2. Powers and Duties of the Custodian with respect to Property of the
Fund held by the Custodian: Except for securities and funds held by any
Subcustodians or held by the Custodian through a non-U.S. securities depository
appointed pursuant to the provisions of Section 3 hereof, the Custodian shall
have and perform the following powers and duties:
A. Safekeeping - To keep safely the securities and other assets of the
Fund that have been delivered to the Custodian and,
<PAGE>
on behalf of the Fund, from time to time to receive delivery of securities for
safekeeping.
B. Manner of Holding Securities - To hold securities of the Fund (l) by
physical possession of the share certificates or other instruments representing
such securities in registered or bearer form, or (2) in book-entry form by a
Securities System (as said term is defined in Section 2U).
C. Registered Name; Nominee - To hold registered securities of the Fund
(l) in the name or any nominee name of the Custodian or the Fund, or in the name
or any nominee name of any Agent appointed pursuant to Section 6F, or (2) in
street certificate form, so-called, and in any case with or without any
indication of fiduciary capacity, provided that securities are held in an
account of the Custodian containing only assets of the Fund or only assets held
as fiduciary or custodian for customers.
D. Purchases - Upon receipt of Proper Instructions, as defined in
Section X on Page 17, insofar as funds are available for the purpose, to pay for
and receive securities purchased for the account of the Fund, payment being made
only upon receipt of the securities (l) by the Custodian, or (2) by a clearing
corporation of a national securities exchange of which the Custodian is a
member, or (3) by a Securities System. However, (i) in the case of repurchase
agreements entered into by the Fund, the Custodian (as well as an Agent) may
release funds to a Securities System or to a Subcustodian prior to the receipt
of advice from the Securities System or Subcustodian that the securities
underlying such repurchase agreement have been
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<PAGE>
transferred by book entry into the Account (as defined in Section 2U) of the
Custodian (or such Agent) maintained with such Securities System or
Subcustodian, so long as such payment instructions to the Securities System or
Subcustodian include a requirement that delivery is only against payment for
securities, (ii) in the case of foreign exchange contracts, options, time
deposits, call account deposits, currency deposits, and other deposits,
contracts or options pursuant to Sections 2J, 2L, 2M and 2N, the Custodian may
make payment therefor without receiving an instrument evidencing said deposit,
contract or option so long as such payment instructions detail specific
securities to be acquired, and (iii) in the case of securities in which payment
for the security and receipt of the instrument evidencing the security are under
generally accepted trade practice or the terms of the instrument representing
the security expected to take place in different locations or through separate
parties, such as commercial paper which is indexed to foreign currency exchange
rates, derivatives and similar securities, the Custodian may make payment for
such securities prior to delivery thereof in accordance with such generally
accepted trade practice or the terms of the instrument representing such
security.
E. Exchanges - Upon receipt of proper instructions, to exchange
securities held by it for the account of the Fund for other securities in
connection with any reorganization, recapitalization, split-up of shares, change
of par value, conversion or other event relating to the securities or the issuer
of such securities and to deposit any such securities in
-3-
<PAGE>
accordance with the terms of any reorganization or protective plan. Without
proper instructions, the Custodian may surrender securities in temporary form
for definitive securities, may surrender securities for transfer into a name or
nominee name as permitted in Section 2C, and may surrender securities for a
different number of certificates or instruments representing the same number of
shares or same principal amount of indebtedness, provided the securities to be
issued are to be delivered to the Custodian.
F. Sales of Securities - Upon receipt of proper instructions, to make
delivery of securities which have been sold for the account of the Fund, but
only against payment therefor (l) in cash, by a certified check, bank cashier's
check, bank credit, or bank wire transfer, or (2) by credit to the account of
the Custodian with a clearing corporation of a national securities exchange of
which the Custodian is a member, or (3) by credit to the account of the
Custodian or an Agent of the Custodian with a Securities System; provided,
however, that (i) in the case of delivery of physical certificates or
instruments representing securities, the Custodian may make delivery to the
broker buying the securities, against receipt therefor, for examination in
accordance with "street delivery" custom, provided that the payment therefor is
to be made to the Custodian (which payment may be made by a broker's check) or
that such securities are to be returned to the Custodian, and (ii) in the case
of securities referred to in clause (iii) of the last sentence of Section 2D,
the Custodian may make settlement, including with respect to the
-4-
<PAGE>
form of payment, in accordance with generally accepted trade practice relating
to such securities or the terms of the instrument representing said security.
G. Depositary Receipts - Upon receipt of proper instructions, to
instruct a Subcustodian or an Agent to surrender securities to the depositary
used by an issuer of American Depositary Receipts or International Depositary
Receipts (hereinafter collectively referred to as "ADRs") for such securities
against a written receipt therefor adequately describing such securities and
written evidence satisfactory to the Subcustodian or Agent that the depositary
has acknowledged receipt of instructions to issue with respect to such
securities ADRs in the name of the Custodian, or a nominee of the Custodian, for
delivery to the Custodian in Boston, Massachusetts, or at such other place as
the custodian may from time to time designate.
Upon receipt of proper instructions, to surrender ADRs to the issuer
thereof against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian that the issuer
of the ADRs has acknowledged receipt of instructions to cause its depositary to
deliver the securities underlying such ADRs to a Subcustodian or an Agent.
H. Exercise of Rights; Tender Offers - Upon timely receipt of proper
instructions, to deliver to the issuer or trustee thereof, or to the agent of
either, warrants, puts, calls, rights or similar securities for the purpose of
being exercised or sold, provided that the new securities and cash, if any,
acquired by such action are to be delivered to the Custodian, and, upon
-5-
<PAGE>
receipt of proper instructions, to deposit securities upon invitations for
tenders of securities, provided that the consideration is to be paid or
delivered or the tendered securities are to be returned to the Custodian.
I. Stock Dividends, Rights, Etc. - To receive and collect all stock
dividends, rights and other items of like nature; and to deal with the same
pursuant to proper instructions relative thereto.
J. Options - Upon receipt of proper instructions, to receive and retain
confirmations or other documents evidencing the purchase of writing of an option
on a security or securities index by the fund; to deposit and maintain in a
segregated account, either physically or by book-entry in a Securities System,
securities subject to a covered call option written by the Fund; and to release
and/or transfer such securities or other assets only in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
relating to such securities or other assets a notice or other communication
evidencing the expiration, termination or exercise of such covered option
furnished by The Options Clearing Corporation, the securities or options
exchange on which such covered option is traded or such other organization as
may be responsible for handling such options transactions.
K. Borrowings - Upon receipt of proper instructions, to deliver
securities of the Fund to lenders or their agents as collateral for borrowings
effected by the Fund, provided that such
-6-
<PAGE>
borrowed money is payable to or upon the Custodian's order as Custodian for the
Fund.
L. Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund on the Custodian's books subject only to draft
or order by the Custodian. All funds received by the Custodian from or for the
account of the Fund shall be deposited in said account(s). The responsibilities
of the Custodian to the Fund for deposits accepted on the Custodian's books
shall be that of a U.S. bank for a similar deposit.
If and when authorized by proper instructions, the Custodian may open
and operate an additional account(s) in such other banks or trust companies as
may be designated by the Fund in such instructions (any such bank or trust
company so designated by the Fund being referred to hereafter as a "Banking
Institution"), provided that such account(s) (hereinafter collectively referred
to as "demand deposit bank accounts) shall be in the name of the Custodian for
account of the Fund and subject only to the Custodian's draft or order. Such
demand deposit accounts may be opened with Banking Institutions in the United
States and in other countries and may be denominated in either U.S. Dollars or
other currencies as the Fund may determine. All such deposits shall be deemed to
be portfolio securities of the Fund and accordingly the responsibility of the
Custodian therefore shall be the same as and no greater than the Custodian's
responsibility in respect of other portfolio securities of the Fund.
M. Interest Bearing Call or Time Deposits - To place interest bearing
fixed term and call deposits with such banks and
-7-
<PAGE>
in such amounts as the Fund may authorize pursuant to proper instructions. Such
deposits, may be placed with the Custodian or with Subcustodians or other
Banking Institutions as the Fund may determine. Deposits may be denominated in
U.S. Dollars or other currencies and need not be evidenced by the issuance or
delivery of a certificate to the Custodian, provided that the Custodian shall
include in its records with respect to the assets of the Fund appropriate
notation as to the amount and currency of each such deposit, the accepting
Banking Institution and other appropriate details, and shall retain such forms
of advice or receipt evidencing the deposit, if any, as may be forwarded to the
Custodian by the Banking Institution. Such deposits, other than those placed
with the Custodian, shall be deemed portfolio securities of the Fund and the
responsibilities of the Custodian therefor shall be the same as those for demand
deposit bank accounts placed with other banks, as described in Section K of this
Agreement. The responsibility of the Custodian for such deposits accepted on the
Custodian's books shall be that of a U.S. bank for a similar deposit.
N. Foreign Exchange Transactions and Futures Contracts - Pursuant to
proper instructions, to enter into foreign exchange contracts or options to
purchase and sell foreign currencies for spot and future delivery on behalf and
for the account of the Fund. Such transactions may be undertaken by the
Custodian with such Banking Institutions, including the Custodian and
Subcustodian(s) as principals, as approved and authorized by the Fund. Foreign
exchange contracts and options other than those
-8-
<PAGE>
executed with the Custodian, shall be deemed to be portfolio securities of the
Fund and the responsibilities of the Custodian therefor shall be the same as
those for demand deposit bank accounts placed with other banks as described in
Section 2L of this agreement. Upon receipt of proper instructions, to receive
and retain confirmations evidencing the purchase or sale of a futures contract
or an option on a futures contract by the Fund; to deposit and maintain in a
segregated account, for the benefit of any futures commission merchant or to pay
to such futures commission merchant, assets designated by the fund as initial,
maintenance or variation "margin" deposits intended to secure the Fund's
performance of its obligations under any futures contracts purchased or sold or
any options on futures contracts written by the Fund, in accordance with the
provisions of any agreement or agreements among any of the Fund, the Custodian
and such futures commission merchant, designated to comply with the rules of the
Commodity Futures Trading Commission and/or any contract market, or any similar
organization or organizations, regarding such margin deposits; and to release
and/or transfer assets in such margin accounts only in accordance with any such
agreements or rules.
O. Stock Loans - Upon receipt of proper instructions, to deliver
securities of the Fund, in connection with loans of securities by the Fund, to
the borrower thereof prior to receipt of the collateral, if any, for such
borrowing, provided that for stock loans secured by cash collateral the
Custodian's instructions to the Securities System require that the Securities
-9-
<PAGE>
System may deliver the securities to the borrower thereof only upon receipt of
the collateral for such borrowing.
P. Collections - To collect, receive and deposit in said account or
accounts all income, payments of principal and other payments with respect to
the securities held hereunder, and in connection therewith to deliver the
certificates or other instruments representing the securities to the issuer
thereof or its agent when securities are called, `redeemed, retired or otherwise
become payable; provided, that the payment is to be made in such form and manner
and at such time, which may be after delivery by the Custodian of the instrument
representing the security, as is in accordance with the terms of the instrument
representing the security, or such proper instructions as the Custodian may
receive, or governmental regulations, the rules of Securities Systems or other
U.S. securities depositories and clearing agencies or, with respect to
securities referred to in clause (iii) of the last sentence of Section 2D, in
accordance with generally accepted trade practice; (ii) to execute ownership and
other certificates and affidavits for all federal and state tax purposes in
connection with receipt of income or other payments with respect to securities
of the Fund or in connection with transfer of securities, and (iii) pursuant to
proper instructions to take such other actions with respect to collection or
receipt of funds or transfer of securities which involve an investment decision.
Q. Dividends, Distributions and Redemptions - upon receipt of proper
instructions from the Fund, or upon receipt of
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<PAGE>
instructions from the Fund's shareholder servicing agent or agent with
comparable duties (the "Shareholder Servicing Agent") (given by such person or
persons and in such manner on behalf of the Shareholder Servicing Agent as the
Fund shall have authorized), the Custodian shall release funds or securities to
the Shareholder Servicing Agent or otherwise apply funds or securities, insofar
as available, for the payment of dividends or other distributions to Fund
shareholders. Upon receipt of proper instructions from the Fund, or upon receipt
of instructions from the Shareholder Servicing Agent (given by such person or
persons and in such manned on behalf of the Shareholder Servicing Agent as the
Fund shall have authorized), the Custodian shall release fund securities,
insofar as available, to the Shareholder Servicing Agent or as such Agent shall
otherwise instruct for payment to Fund shareholders who have delivered to such
Agent a request for repurchase or redemption of their shares of capital stock of
the Fund.
R. Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all
forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that are
received by the Custodian, and upon receipt of proper instructions, to execute
and deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee shall
vote upon any of such securities or execute any proxy to vote thereon or give
any consent or take any other action
-11-
<PAGE>
with respect thereto (except as otherwise herein provided) unless ordered to do
so by proper instructions.
S. Nondiscretionary Details - Without the necessity of express
authorization from the Fund, (1) to attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealings with securities, funds or other property of the Portfolio held by the
Custodian except as otherwise directed from time to time by the Directors or
Trustees of the Fund, and (2) to make payments to itself or others for minor
expenses of handling securities or other similar items relating to the
Custodian's duties under this Agreement, provided that all such payments shall
be accounted for to the Fund.
T. Bills - Upon receipt of proper instructions, to pay or cause to be
paid, insofar as funds are available for the purpose, bills, statements, or
other obligations of the Fund.
U. Deposit of Fund Assets in Securities Systems - The Custodian may
deposit and/or maintain securities owned by the Fund in (i) The Depository Trust
Company, (ii) any book- entry system as provided in Subpart O of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 3l CFR Part 350, or the book-entry
regulations of federal agencies substantially in the form of Subpart O, or (iii)
any other domestic clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 which acts
as a securities
-12-
<PAGE>
depository and whose use the Fund has previously approved in writing (each of
the foregoing being referred to in this Agreement as a "Securities System").
Utilization of a Securities System shall be in accordance with applicable
Federal Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
l) The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Agents appointed by the Custodian (provided that
any such agent shall be qualified to act as a custodian of the Fund pursuant to
the Investment Company Act of 1940 and the rules and regulations thereunder), in
a Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by book-entry
those securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of
the Fund upon (i) receipt of advice from the Securities-System that such
securities have been transferred to the Account, and (ii) the making of an entry
on the records of the Custodian to reflect such payment and transfer for the
account of the Fund. The Custodian shall transfer securities sold for the
account of the Fund upon (i) receipt of advice from the Securities System that
payment for such securities has been transferred to
-13-
<PAGE>
the Account, and (ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Fund. Copies of all
advices from the Securities System of transfers of securities for the account of
the Fund shall identify the Fund, be maintained for the Fund by the Custodian or
an Agent as referred to above, and be provided to the Fund at its request. The
Custodian shall furnish the Fund confirmation of each transfer to or from the
account of the Fund in the form of a written advice or notice and shall furnish
to the Fund copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Fund on the next
business day;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian or any Agent as referred to above on the Securities System's
accounting system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System; and the Custodian and such Agents
shall send to the Fund such reports on their own systems of internal accounting
control as the Fund may reasonably request from time to time.
5) At the written request of the Fund, the Custodian will terminate the
use of any such Securities System on behalf of the Fund as promptly as
practicable.
V. Other Transfers - Upon receipt of proper instructions, to deliver
securities, funds and other property of the Fund to a Subcustodian or another
custodian of the Fund; and, upon receipt of proper instructions, to make such
other disposition of securities, funds or other property of the Fund in a manner
other
-14-
<PAGE>
than or for purposes other than as enumerated elsewhere in this Agreement,
provided that the instructions relating to such disposition shall include a
statement of the purpose for which the delivery is to be made, the amount of
securities to be delivered and the name of the person or persons to whom
delivery is to be made.
W. Investment Limitations - In performing its duties generally, and
more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, the Custodian may assume unless and until
notified in writing to the contrary that proper instructions received by it are
not in conflict with or in any way contrary to any provisions of the Fund's
Declaration of Trust or Certificate of Incorporation or By-Laws (or comparable
documents) or votes or proceedings of the shareholders or Directors of the Fund.
The Custodian shall in no event be liable to the Fund and shall be indemnified
by the Fund for any violation which occurs in the course of carrying out
instructions given by the Fund of any investment limitations to which the Fund
is subject or other limitations with respect to the Fund's powers to make
expenditures, encumber securities, borrow or take similar actions affecting the
Fund.
X. Proper Instructions - Proper instructions shall mean a tested telex
from the Fund or a written request, direction, instruction or certification
signed or initialled on behalf of the Fund by one or more person or persons as
the Board of Directors or Trustees of the Fund shall have from time to time
authorized, provided, however, that no such instructions directing the
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<PAGE>
delivery of securities or the payment of funds to an authorized signatory of the
Fund shall be signed by such person. Those persons authorized to give proper
instructions may be identified by the Board of Directors or Trustees by name,
title or position and will include at least one officer empowered by the Board
to name other individuals who are authorized to give proper instructions on
behalf of the Fund. Telephonic or other oral instructions given by any one of
the above persons will be considered proper instructions if the Custodian
reasonably believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. Oral instructions will be
confirmed by tested telex or in writing in the manner set forth above but the
lack of such confirmation shall in no way affect any action taken by the
Custodian in reliance upon such oral instructions. The Fund authorizes the
Custodian to tape record any and all telephonic or other oral instructions given
to the Custodian by or on behalf of the Fund (including any of its officers,
Directors, Trustees, employees or agents) and will deliver to the Custodian a
similar authorization from any investment manager or adviser or person or entity
with similar responsibilities which is authorized to give proper instructions on
behalf of the Fund to the Custodian. Proper instructions may relate to specific
transactions or to types or classes of transactions, and may be in the form of
standing instructions.
Proper instructions may include communications effected directly
between electro- mechanical or electronic devices or
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<PAGE>
systems, in addition to tested telex, provided that the Fund and the Custodian
agree to the use of such device or system.
Y. Segregated Account - The Custodian shall upon receipt of proper
instructions establish and maintain on its books a segregated account or
accounts for and on behalf of the Fund, into which account or accounts may be
transferred cash and/or securities of the Fund, including securities maintained
by the Custodian pursuant to Section 2U hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker- dealer
registered under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. (or any futures commission
merchant registered under the Commodity Exchange Act) relating to compliance
with the rules of the Options Clearing Corporation and of any registered
national securities exchange (or the Commodity Futures Trading Commission or any
registered contract market), or any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or securities in connection with
options purchased, sold or written by the Fund or commodity futures contracts or
options thereon purchased or sold by the Fund, (iii) for the purposes of
compliance by the Fund with the procedures required by Investment Company Act
Release No. 10666, or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated accounts by
registered investment companies, and (iv) as mutually agreed from time to time
between the Fund and the Custodian.
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<PAGE>
3. Powers and Duties of the Custodian with Respect to the Appointment
of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold
securities, funds and other property of the Fund which are maintained outside
the United States at subcustodians appointed pursuant to the provisions of this
Section 3 (a "Subcustodian"). The Fund shall approve in writing (l) the
appointment of each Subcustodian and the subcustodian agreement to be entered
into between such Subcustodian and the Custodian, and (2) if the Subcustodian is
organized under the laws of a country other than the United States, the country
or countries in which the Subcustodian is authorized to hold securities, cash
and other property of the Fund. The Fund hereby further authorizes and instructs
the Custodian and any Subcustodian to utilize such securities depositories
located outside the United States which are approved in writing by the Fund to
hold securities, cash and other property of the Fund. Upon such approval by the
Fund, the Custodian is authorized on behalf of the Fund to notify each
Subcustodian of its appointment as such. The Custodian may, at any time in its
discretion, remove any Subcustodian that has been appointed as such but will
promptly notify the Fund of any such action.
Those Subcustodians, and the countries where and the securities
depositories through which they or the Custodian may hold securities, cash and
other property of the Fund which the Fund has approved to date are set forth on
Appendix A hereto. Such Appendix shall be amended from time to time as
Subcustodians, and/or countries and/or securities depositories are changed,
added
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<PAGE>
or deleted. The Fund shall be responsible for informing the Custodian
sufficiently in advance of a proposed investment which is to be held in a
country not listed on Appendix A, in order that there shall be sufficient time
for the Fund to give the approval required by the preceding paragraph and for
the Custodian to put the appropriate arrangements in place with such
Subcustodian, including negotiation of a subcustodian agreement and submission
of such subcustodian agreement to the Fund for approval.
If the Fund shall have invested in a security to be held in a country
before the foregoing procedures have been completed, such security shall be held
by such agent as the Custodian may appoint. In any event, the Custodian shall be
liable to the Fund for the actions of such agent if and only to the extent the
Custodian shall have recovered from such agent for any damages caused the Fund
by such agent. At the request of the Fund, Custodian agrees to remove any
securities held on behalf of the Fund by such agent, if practical, to an
approved Subcustodian. Under such circumstances Custodian will collect income
and respond to corporate actions on a best efforts basis.
With respect to securities and funds held by a Subcustodian, either
directly or indirectly (including by a securities depository or clearing
agency), notwithstanding any provision of this Agreement to the contrary,
payment for securities purchased and delivery of securities sold may be made
prior to receipt of the securities or payment, respectively, and securities or
payment may be received in a form, in accordance with governmental regulations,
rules of securities depositories and clearing
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<PAGE>
agencies, or generally accepted trade practice in the applicable local market.
In the event that any Subcustodian appointed pursuant to the provisions
of this Section 3 fails to perform any of its obligations under the terms and
conditions of the applicable subcustodian agreement, the Custodian shall use its
best efforts to cause such Subcustodian to perform such obligations. In the
event that the Custodian is unable to cause such Subcustodian to perform fully
its obligations thereunder, the Custodian shall forthwith upon the Fund's
request terminate such Subcustodian in accordance with the termination
provisions under the applicable subcustodian agreement and, if necessary or
desirable, appoint another subcustodian in accordance with the provisions of
this Section 3. At the election of the Fund, it shall have the right to enforce,
to the extent permitted by the subcustodian agreement and applicable law, the
Custodian's rights against any such Subcustodian for loss or damage caused the
Fund by such Subcustodian.
The Custodian will not amend any subcustodian agreement or agree to
change or permit any changes thereunder except upon the prior written approval
of the Fund.
The Custodian may, at any time in its discretion upon notification to
the Fund, terminate any Subcustodian of the Fund in accordance with the
termination provisions under the applicable Subcustodian Agreement, and at the
written request of the Fund, the Custodian will terminate any Subcustodian in
accordance with
-20-
<PAGE>
the termination provisions under the applicable Subcustodian Agreement.
If necessary or desirable, the Custodian may appoint another
subcustodian to replace a Subcustodian terminated pursuant to the foregoing
Provisions of this Section 3, such appointment to be made upon approval of the
successor subcustodian by the Fund's Board of Directors or Trustees in
accordance with the provisions of this Section 3.
In the event the Custodian receives a claim from a Subcustodian under
the indemnification provisions of any subcustodian agreement, the Custodian
shall promptly give written notice to the Fund of such claim. No more than
thirty days after written notice to the Fund of the Custodian's intention to
make such payment, the Fund will reimburse the Custodian the amount of such
payment except in respect of any negligence or misconduct of the Custodian.
4. Assistance by the Custodian as to Certain Matters: The Custodian may
assist generally in the preparation of reports to Fund shareholders and others,
audits of accounts, and other ministerial matters of like nature.
5. Powers and Duties of the Custodian with Respect to its Role as
Financial Agent: The Fund hereby also appoints the Custodian as the Funds
financial agent. With respect to the appointment as financial agent, the
custodian shall have and perform the following powers and duties:
A. Records - To create, maintain and retain such records relating to
its activities and obligations under this Agreement as
-21-
<PAGE>
are required under the Investment Company Act of 1940 and the rules and
regulations thereunder (including Section 31 thereof and Rules 31a-1 and 31a-2
thereunder) and under applicable Federal and State tax laws. All such records
will be the property of the Fund and in the event of termination of this
Agreement shall be delivered to the successor custodian.
B. Accounts - To keep books of account and render statements, including
interim monthly and complete quarterly financial statements, or copies thereof,
from time to time as reasonably requested by proper instructions.
C. Access to Records - The books and records maintained by the
Custodian pursuant to Sections 5A and 5B shall at all times during the
Custodian's regular business hours be open to inspection and audit by officers
of, attorneys for and auditors employed by the Fund and by employees and agents
of the Securities and Exchange Commission, provided that all such individuals
shall observe all security requirements of the Custodian applicable to its own
employees having access to similar records within the Custodian and such
regulations as may be reasonably imposed by the Custodian.
D. Disbursements - Upon receipt of proper instructions, to pay or cause
to be paid, insofar as funds are available for the purpose, bills, statements
and other obligations of the Fund (including but not limited to interest
charges, taxes, management fees, compensation to Fund officers and employees,
and other operating expenses of the Fund).
-22-
<PAGE>
6. Standard of Care and Related Matters:
A. Liability of the Custodian with Respect to Proper Instructions;
Evidence of Authority, Etc. The Custodian shall not be liable for any action
taken or omitted in reliance upon proper instructions believed by it to be
genuine or upon any Custodian shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
B. Liability of the Custodian with Respect to Use of Securities System
- - With respect to the portfolio securities, cash and other property of the Fund
held by a Securities System, the Custodian shall be liable to the Fund only for
any loss or damage to the Fund resulting from use of the Securities System if
caused by any negligence, misfeasance or misconduct of the Custodian or any of
its agents or of any of its or their employees or from any failure of the
Custodian or any such agent to enforce effectively such rights as it may have
against the Securities System. At the election of the Fund, it shall be entitled
to be subrogated to the rights of the Custodian with respect to any claim
against the Securities System or any other person which the Custodian may have
as a consequence of any such loss or damage to the Fund if and to the extent
that the Fund has not been made whole for any such loss or damage.
C. Liability of the Custodian with respect to Subcustodians The
Custodian shall be liable to the Fund for any loss or damage to the Fund caused
by or resulting from the acts or omissions of any Subcustodian to the extent
that under the terms set forth in the subcustodian agreement between the
Custodian and the
-23-
<PAGE>
Subcustodian (or in the subcustodian agreement between a Subcustodian and any
secondary Subcustodian), the Subcustodian (or secondary Subcustodian) has failed
to perform in accordance other written notice, request, direction, instruction,
certificate or other instrument believed by it to be genuine and signed by the
proper party or parties.
The Secretary or Assistant Secretary of the Fund shall certify to the
Custodian the names, signatures and scope of authority of all persons authorized
to give proper instructions or any other such notice, request, direction,
instruction, certificate or instrument on behalf of the Fund, the names and
signatures of the officers of the Fund, the name and address of the Shareholder
Servicing Agent, and any resolutions, votes, instructions or directions of the
Fund's Board of Directors or Trustees or shareholders. Such certificate may be
accepted and relied upon by the Custodian as conclusive evidence of the facts
set forth therein and may be considered in full force and effect until receipt
of a similar certificate to the contrary.
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement.
The Custodian shall be entitled, at the expense of the Fund, to receive
and act upon advice of (i) counsel regularly retained by the Custodian in
respect of custodian matters, (ii) counsel for the Fund, or (iii) such other
counsel as the Fund and the
-24-
<PAGE>
Custodian may agree upon, with respect to all matters, and the with the standard
of conduct imposed under such subcustodian agreement as determined in accordance
with the law which is adjudicated to govern such agreement and in accordance
with any determination of any court as to the duties of said Subcustodian
pursuant to said agreement. The Custodian shall also be liable to the Fund for
its own negligence in transmitting any instructions received by it from the Fund
and for its own negligence in connection with the delivery of any securities or
funds held by it to any Subcustodian.
D. Standard of Care; Liability; Indemnification - The Custodian shall
be held only to the exercise of reasonable cared and diligence in carrying out
the provisions of this Agreement, provided that the Custodian shall not thereby
be required to take any action which is in contravention of any applicable law.
The Fund agrees to indemnify and hold harmless the Custodian and its nominees
from all claims and liabilities (including counsel fees) incurred or assessed
against it or its nominees in connection with the performance of this Agreement,
except such as may arise from its or its nominee's breach of the relevant
standard of conduct set forth in this Agreement. Without limiting the foregoing
indemnification obligation of the Fund, the Fund agrees to indemnify the
custodian and any nominee in whose name portfolio securities or other property
of the Fund is registered against any liability the Custodian or such nominee
may incur by reason of taxes assessed to the Custodian or such nominee or other
costs, liability or expense incurred by the Custodian or such nominee
-25-
<PAGE>
resulting directly or indirectly from the fact that portfolio securities or
other property of the Fund is registered in the name of the Custodian or such
nominee.
It is also understood that the Custodian shall not be liable for any
loss involving any securities, currencies, deposits or other property of the
Fund, whether maintained by it, a Subcustodian, a securities depository, an
agent of the Custodian or a Subcustodian, a Securities System, or a Banking
Institution, or for any loss arising from a foreign currency transaction or
contract, where the loss results from a Sovereign Risk or where the entity
maintaining such securities, currencies, deposits or other property of the Fund,
whether the Custodian, a Subcustodian, a securities depository, an agent of the
Custodian or a Subcustodian, a Securities System or a Banking Institution, has
exercised reasonable care maintaining such property or in connection with the
transaction involving such property. A "Sovereign Risk" shall mean
nationalization, expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental authority, de
facto or de jure; or enactment, promulgation, imposition or enforcement by any
such governmental authority of currency restrictions, exchange controls, taxes,
levies or other charges affecting the Fund's property; or acts of war,
terrorism, insurrection or revolution; or any other act or event beyond the
Custodian's control.
E. Reimbursement of Advances - The Custodian shall be entitled to
receive reimbursement from the Fund on demand, in the
-26-
<PAGE>
manner provided in Section 7, for its cash disbursements, expenses and charges
(including the fees and expenses of any Subcustodian or any Agent) in connection
with this Agreement, but excluding salaries and usual overhead expenses.
F. Security for Obligations to Custodian - If the Fund shall require
the Custodian to advance cash or securities for any purpose for the benefit of
the Fund, including in connection with foreign exchange contracts or options
(collectively, an "Advance"), or if the Custodian or any nominee thereof shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Agreement (collectively a
"Liability"), except such as may arise from its or such nominee's breach of the
relevant standard of conduct set forth in this Agreement, then in such event any
property at any time held for the account of the Fund by the Custodian or a
Subcustodian shall be security for such Advance or Liability and if the Fund
shall fail to repay or indemnify the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's property,
including securities, to the extent necessary to obtain reimbursement or
indemnification.
G. Appointment of Agents - The Custodian may at any time or times in
its discretion appoint (and may at any time remove) any other bank or trust
company as its agent (an "Agent") to carry out such of the provisions of this
Agreement as the Custodian may from time to time direct, provided, however, that
the appointment of such Agent (other than an Agent appointed pursuant to the
third
-27-
<PAGE>
paragraph of Section 3) shall not relieve the Custodian of any of its
responsibilities under this agreement.
H. Powers of Attorney - Upon request, the Fund shall deliver to the
Custodian such proxies, powers of attorney or other instruments as may be
reasonable and necessary or desirable in connection with the performance by the
Custodian or any Subcustodian of their respective obligations under this
Agreement or any applicable subcustodian agreement.
7. Compensation of the Custodian: The Fund shall pay the Custodian a
custody fee based on such fee schedule as may from time to time be agreed upon
in writing by the Custodian and the Fund. Such fee, together with all amounts
for which the Custodian is to be reimbursed in accordance with Section 6D, shall
be billed to the Fund in such a manner as to permit payment by a direct cash
payment to the Custodian.
8. Termination; Successor Custodian: This Agreement shall continue in
full force and effect until terminated by either party by an instrument in
writing delivered or mailed, postage prepaid, to the other party, such
termination to take effect not sooner than seventy five (75) days after the date
of such delivery or mailing. In the event of termination the Custodian shall be
entitled to receive prior to delivery of the securities, funds and other
property held by it all accrued fees and unreimbursed expenses the payment of
which is contemplated by Sections 6D and 7, upon receipt by the Fund of a
statement setting forth such fees and expenses.
-28-
<PAGE>
In the event of the appointment of a successor custodian, it is agreed
that the funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the Fund in execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian for the Custodian under this Agreement.
9. Amendment: This Agreement constitutes the entire understanding and
agreement oil the parties hereto with respect to the subject matter hereof. No
provision of this Agreement may be amended or terminated except by a statement
in writing signed by the party against which enforcement of the amendment or
termination is sought. In connection with the operation of this Agreement, the
Custodian and the Fund may agree in writing from time to time on such provisions
interpretative of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement. No
interpretative or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
The section headings in this Agreement are for the convenience of the
parties and in no way alter, amend, limit or restrict the contractual
obligations of the parties set forth in this Agreement.
10. Governing Law: This instrument is executed and delivered in The
Commonwealth of Massachusetts and shall be
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<PAGE>
governed by and construed according to the laws of said Commonwealth.
11. Notices: Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to the Fund at 60 State Street, Boston,
Massachusetts 02109 or to such other address as the Fund may have designated to
the Custodian in writing, or to the Custodian at 40 Water Street, Boston,
Massachusetts 02109, Attention: Manager, Securities Department, or to such other
address as the Custodian may have designated to the Fund in writing, shall be
deemed to have been properly delivered or given hereunder to the respective
addressee.
12. Binding Effect: This Agreement shall be binding on and shall inure
to the benefit of the Fund and the Custodian and their respective successors and
assigns, provided that neither party hereto may assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of the
other party.
13. Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered by
each of the parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
-30-
<PAGE>
PIONEER GROWTH TRUST BROWN BROTHERS HARRIMAN & CO.
On Behalf of Pioneer
Equity-Income Fund
By /s/Joseph P. Barri per pro
-31-
<PAGE>
BROWN BROTHERS HARRIMAN & CO - GLOBAL CUSTODY NETWORK
THE PIONEER GROUP OF FUNDS
APPENDIX A
COUNTRY SUBCUSTODIAN CENTRAL
DEPOSITORY
AUSTRALIA NATIONAL AUSTRALIA BANK LTD AGMT 5/1/85 AUSTRACLEAR
AUSTRIA CREDITANSTALT BANKVEREIN AGMT 12/18/89 KONTROLLBANK
BELGIUM JPMORGAN BRUSSELS AGMT 2/25/86 CIK
DENMARK DEN DANSKE BANK/PROVINSBANKEN AGMT 1/1/89 VP
FINLAND UNION BANK OF FINLAND AGMT 2/27/89 NONE
FRANCE JPMB/MORGAN PARIS AGMT 2/25/86 SICOVAM
GERMANY JPMB/MORGAN FRANKFURT GMBH AGMT 4/1/88 KASSENVEREIN
HONG KONG CHASE MANHATTAN BANK, HONG KONG AGMT 6/4/79 NONE
CMB HONG KONG AGMT AMENDMENT 9/17/90
ITALY JPMB/BANCA COMMERCIALE ITALIANIA AMGT MONTE TlTOLI
6/17/86
JAPAN CITIBANK N A, TOKYO AGMT 7/16/81* NONE
MALAYSIA HONGKONG & SHANGHAI BKG CORP, KUALA LUMPUR NONE
HSBC REGIONAL AGMT DTD 4/19/91
MEXICO CITIBANK N A, MEXICO CITY AGMT 7/16/81* INDEVAL
NETHERLANDS AMRO BANK AGMT 12/19/88 NECIGEF
NORWAY JPMB/DEN NORSKE CREDITBANK AGMT DTD 6/2/87 VPS
PHILIPPINES CITIBANK N A, MANILA AGMT DTD 7/16/81* NONE
PORTUGAL JPMB/BANCO ESPIRITO SANTO E COMMERCIAL NONE
DE LISBOA AGMT 12/31/90
SINGAPORE CHASE MANHATTAN BANK SINGAPORE AGMT 6/9/80 CDP
CHASE SINGAPORE AGMT AMENDED DTD 9/17/90
SPAIN JPMB/BANCO SANTANDER AGMT 2/27/86 NONE
SWEDEN SKANDINAVISKA ENSKILDA BANKEN AGMT 2/2O/89 VPC
SWITZERLAND JPMB/MORGAN ZURICH AGMT 2/25/86 SEGA
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<PAGE>
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO EUROCLEAR
CEDEL
UNITED KINGDOM JPMB/MORGAN LONDON AGMT 2/25/86 TALISMAN
CMO, CGO
* CITIBANK N A AGREEMENT AMENDMENT DATED 8/31/90
I HEREBY CERTIFY THAT AT ITS MEETING ON JANUARY 14, 1992 THE BOARD APPROVED THE
COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS
APPENDIX.
/s/Joseph P. Barri 1/14/92
(SIGNATURE) (DATE)
Secretary
(TITLE)
-33-
AGREEMENT BETWEEN
BROWN BROTHERS HARRIMAN & CO.
AND
PIONEER GOLD SHARES
<PAGE>
TABLE OF CONTENTS
1. Employment of Custodian 1
2. Powers and Duties of the Custodian with respect
to Property of the Fund held by the Custodian 1
A. Safekeeping 2
B. Manner of Holding Securities 2
C. Registered Name; Nominee 2
D. Purchases 2
E. Exchanges 4
F. Sales of Securities 4
G. Depositary Receipts 5
H. Exercise of Rights; Tender Offers 6
I. Stock Dividends, Rights, Etc. 6
J. Options 6
K. Borrowings 7
L. Demand Deposit Bank Accounts 7
M. Interest Bearing Call or Time Deposits 8
N. Foreign Exchange Transactions and Future
Contracts 9
O. Stock Loans 10
P. Collections 10
Q. Dividends, Distributions and Redemptions 11
R. Proxies, Notices, Etc. 12
S. Nondiscretionary Details 13
T. Bills 13
U. Deposit of Fund Assets in Securities Systems 13
V. Other Transfers 15
W. Investment Limitations 16
X. Proper Instructions 16
Y. Segregated Account 18
3. Powers and Duties of the Custodian with Respect
to the Appointment of Subcustodians 19
4. Assistance by the Custodian as to Certain Matters 23
5. Powers and duties of the Custodian with Respect to
its Role as Financial Agent 23
A. Records 23
B. Accounts 23
C. Access to Records 24
D. Disbursements 24
-i-
<PAGE>
6. Standard of Care and Related Matters 24
A. Liability of the Custodian with Respect to
Proper Instructions; Evidence of Authority;
Etc. 24
B. Liability of the Custodian with Respect to
Use of Securities System 26
C. Liability of the Custodian with respect to
Subcustodians 26
D. Standard of Care; Liability; Indemnification 27
E. Reimbursement of Advances 28
F. Security for Obligations to Custodian 29
G. Appointment of Agents 29
H. Powers of Attorney 30
7. Compensation of the Custodian 30
8. Termination; Successor Custodian 30
9. Amendment 31
10. Governing Law 32
11. Notices 32
12. Binding Effect 32
13. Counterparts 32
-ii-
<PAGE>
CUSTODIAN AGREEMENT
AGREEMENT made this 14th day of January, 1996 between PIONEER GOLD
SHARES, an investment portfolio of PIONEER GROWTH TRUST (said portfolio and
trust herein referred to as the "Fund") and Brown Brothers Harriman & Co. (the
"Custodian");
WITNESSETH: That in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
l. Employment of Custodian: The Fund hereby employs and appoints the
Custodian as a custodian for the term and subject to the provisions of this
Agreement. The Custodian shall not be under any duty or obligation, to require
the Fund to deliver to it any securities or funds owned by the Fund and shall
have no responsibility or liability for or on account of securities or funds not
so delivered. The Fund will deposit with the Custodian copies of the Declaration
of Trust or Certificate of Incorporation and By-Laws (or comparable documents)
of the Fund and all amendments thereto, and copies of such votes and other
proceedings of the Fund as may be necessary for or convenient to the Custodian
in the performance of its duties.
2. Powers and Duties of the Custodian with respect to Property of the
Fund held by the Custodian: Except for securities and funds held by any
Subcustodians or held by the Custodian through a Non-U.S. securities depository
appointed pursuant to the
<PAGE>
provisions of Section 3 hereof, the Custodian shall have and perform the
following powers and duties:
A. Safekeeping - To keep safely the securities and other assets of the
Fund that have been delivered to the Custodian and, on behalf of the Fund, from
time to time to receive delivery of securities for safekeeping.
B. Manner of Holding Securities - To hold securities of the Fund (1) by
physical possession of the share certificates or other instruments representing
such securities in registered or bearer form, or (2) in book-entry form by a
Securities System (as said term is defined in Section 2U).
C. Registered Name; Nominee - To hold registered securities of the Fund
(1) in the name or any nominee name of the Custodian or the Fund, or in the name
or any nominee name of any Agent appointed pursuant to Section 6F, or (2) in
street certificate form, so-called, and in any case with or without any
indication of fiduciary capacity, provided that securities are held in an
account of the Custodian containing only assets of the Fund or only assets held
as fiduciary or custodian for customers.
D. Purchases - Upon receipt of Proper Instructions, as defined in
Section X on Page 16, insofar as funds are available for the purpose, to pay for
and receive securities purchased for the account of the Fund, payment being made
only upon receipt of the securities (1) by the Custodian, or (2) by a clearing
corporation of a national securities exchange of which the
<PAGE>
Custodian is a member, or (3) by a Securities System. However, (i) in the case
of repurchase agreements entered into by the Fund, the Custodian (as well as an
Agent) may release funds to a Securities System or to a Subcustodian prior to
the receipt of advice from the Securities System or Subcustodian that the
securities underlying such repurchase agreement have been transferred by book
entry into the Account (as defined in Section 2U) of the Custodian (or such
Agent) maintained with such Securities System or Subcustodian, so long as such
payment instructions to the Securities System or Subcustodian include a
requirement that delivery is only against payment for securities, (ii) in the
case of foreign exchange contracts, options, time deposits, call account
deposits, currency deposits, and other deposits, contracts or options pursuant
to Sections 2J, 2L, 2M and 2N, the Custodian may make payment therefor without
receiving an instrument evidencing said deposit, contract or option so long as
such payment instructions detail specific securities to be acquired, and (iii)
in the case of securities in which payment for the security and receipt of the
instrument evidencing the security are under generally accepted trade practice
or the terms of the instrument representing the security expected to take place
in different locations or through separate parties, such as commercial paper
which is indexed to foreign currency exchange rates, derivatives and similar
securities, the Custodian may make payment for such securities prior to delivery
thereof in
-2-
<PAGE>
accordance with such generally accepted trade practice or the terms of the
instrument representing such security.
E. Exchanges - Upon receipt of proper instructions, to exchange
securities held by it for the account of the Fund for other securities in
connection with any reorganization, recapitalization, split-up of shares, change
of par value, conversion or other event relating to the securities or the issuer
of such securities and to deposit any such securities in accordance with the
terms of any reorganization or protective plan. Without proper instructions, the
Custodian may surrender securities in temporary form for definitive securities,
may surrender securities for transfer into a name or nominee name as permitted
in Section 2C, and may surrender securities for a different number of
certificates or instruments representing the same number of shares or same
principal amount of indebtedness, provided the securities to be issued are to be
delivered to the Custodian.
F. Sales of Securities - Upon receipt of proper instructions, to make
delivery of securities which have been sold for the account of the Fund, but
only against payment therefor (1) in cash, by a certified check, bank cashier's
check, bank credit, or bank wire transfer, or (2) by credit to the account of
the Custodian with a clearing corporation of a national securities exchange of
which the Custodian is a member, or (3) by credit to the account of the
Custodian or an Agent of the Custodian with a
-3-
<PAGE>
Securities System; provided, however, that (i) in the case of delivery of
physical certificates or instruments representing securities, the Custodian may
make delivery to the broker buying the securities, against receipt therefor, for
examination in accordance with "street delivery" custom, provided that the
payment therefor is to be made to the Custodian (which payment may be made by a
broker's check) or that such securities are to be returned to the Custodian, and
(ii) in the case of securities referred to in clause (iii) of the last sentence
of Section 2D, the Custodian may make settlement, including with respect to the
form of payment, in accordance with generally accepted trade practice relating
to such securities or the terms of the instrument representing said security.
G. Depositary Receipts - Upon receipt of proper instructions, to
instruct a Subcustodian or an Agent to surrender securities to the depositary
used by an issuer of American Depositary Receipts or International Depositary
Receipts (hereinafter collectively referred to as "ADRs") for such securities
against a written receipt therefor adequately describing such securities and
written evidence satisfactory to the Subcustodian or Agent that the depositary
has acknowledged receipt of instructions to issue with respect to such
securities ADRs in the name of the Custodian, or a nominee of the Custodian, for
delivery to the Custodian in Boston, Massachusetts, or at such other place as
the Custodian may from time to time designate.
-4-
<PAGE>
Upon receipt of proper instructions, to surrender ADRs to the issuer
thereof against a written receipt therefor adequately describing the ADRs
surrendered and written evidence satisfactory to the Custodian that the issuer
of the ADRs has acknowledged receipt of instructionsoto cause its depositary to
deliver the securities underlying such ADRs to a Subcustodian or an Agent.
H. Exercise of Rights; Tender Offers - Upon timely receipt of proper
instructions, to deliver to the issuer or trustee thereof, or to the agent of
either, warrants, puts, calls, rights or similar securities for the purpose of
being exercised or sold, provided that the new securities and cash, if any,
acquired by such action are to be delivered to the Custodian, and, upon receipt
of proper instructions, to deposit securities upon invitations for tenders of
securities, provided that the consideration is to be paid or delivered or the
tendered securities are to be returned to the Custodian.
I. Stock Dividends, Rights, Etc. - To receive and collect all stock
dividends, rights and other items of like nature; and to deal with the same
pursuant to proper instructions relative thereto.
J. Options - Upon receipt of proper instructions, to receive and retain
confirmations or other documents evidencing the purchase of writing of an option
on a security or securities index by the Fund; to deposit and maintain in a
segregated account, either physically or by book-entry in a Securities System,
-5-
<PAGE>
securities subject to a covered call option written by the Fund; and to release
and/or transfer such securities or other assets only in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
relating to such securities or other assets a notice or other communication
evidencing the expiration, termination or exercise of such covered option
furnished by The Options Clearing Corporation, the securities or options
exchange on which such covered option is traded or such other organization as
may be responsible for handling such options transactions.
K. Borrowings - Upon receipt of proper instructions, to deliver
securities of the Fund to lenders or their agents as collateral for borrowings
effected by the Fund provided that such borrowed money is payable to or upon the
Custodian's order as Custodianofor the Fund.
L. Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund on the Custodian's books subject only to draft
or order by the Custodian. All funds received by the Custodian from or for the
account of the Fund shall be deposited in said account(s). The responsibilities
of the Custodian to the Fund for deposits accepted on the Custodian's books
shall be that of a U. S. bank for a similar deposit.
If and when authorized by proper instructions, the Custodian may open
and operate an additional account(s) in such other banks or trust companies as
may be designated by the Fund in such
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<PAGE>
instructions (any such bank or trust company so designated by the Fund being
referred to hereafter as a "Banking Institution"), provided that such account(s)
(hereinafter collectively referred to as "demand deposit bank accounts") shall
be in the name Custodian for account of the Fund and subject only to the
Custodian's draft or order. Such demand deposit accounts may be opened with
Banking Institutions in the United States and in other countries and may be
denominated in either U.S. Dollars or other currencies as the Fund may
determine. All such deposits shall be deemed to be portfolio securities of the
Fund and accordingly the responsibility of the Custodian therefore shall be the
same as and no greater than the Custodian's responsibility in respect of other
portfolio securities of the Fund.
M. Interest Bearing Call or Time Deposits - To place interest bearing
fixed term and call deposits with such banks and in such amounts as the Fund may
authorize pursuant to proper instructions. Such deposits may be placed with the
Custodian or with Subcustodian or other Banking Institutions as the Fund may
determine. Deposits may be denominated in U.S. Dollars or other currencies and
need not be evidenced by the issuance of delivery of a certificate to the
Custodian, provided that the Custodian shall include in its records with respect
to the assets or the Fund appropriate notation as to the amount and currency of
each such deposit, the accepting Banking Institution and other appropriate
details, and shall retain such forms of advice or receipt evidencing the
deposit, if any, as may be forwarded to the Custodian by the Banking
Institution. Such deposits, other than those placed with the Custodian, shall be
deemed portfolio
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<PAGE>
securities of the Fund and the responsibilities of the Custodian therefor shall
be the same as those for demand deposit bank accounts placed with other banks,
as described in Section K of this Agreement. The responsibility of the Custodian
for such deposits accepted on the Custodian's books shall be that of a U. S.
bank for a similar deposit.
N. Foreign Exchange Transactions and Futures Contracts - Pursuant to
proper instructions, to enter into foreign exchange contracts or options to
purchase and sell foreign currencies for spot and future delivery on behalf and
for the account of the Fund. Such transactions may be undertaken by the
Custodian with such Banking Institutions, including the Custodian and
Subcustodian(s) as principals, as approved and authorized by the Fund. Foreign
exchange contracts and options other than those executed with the Custodian,
shall be deemed to be portfolio securities of the Fund and the responsibilities
of the Custodian therefor shall be the same as those for demand deposit bank
accounts placed with other banks as described in Section 2L of this agreement.
Upon receipt of proper instructions, to receive and retain confirmations
evidencing the purchase or sale of a futures contract or an option on a futures
contract by the Fund; to deposit and maintain in a segregated account, for the
benefit of any futures commission merchant or to pay to such futures commission
merchant, assets designated by the fund as initial, maintenance or variation
"margin" deposits intended to secure the
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<PAGE>
Fund's performance of its obligations under any futures contracts purchased or
sold or any options on futures contracts written by the Fund, in accordance with
the provisions of any agreement or agreements among any of the Fund, the
Custodian and such futures commission merchant, designated to comply with the
rules of the Commodity Futures Trading Commission and/or any contract market, or
any similar organization or organizations, regarding such margin deposits; and
to release and/or transfer assets in such margin accounts only in accordance
with any such agreements or rules.
O. Stock Loans - Upon receipt of proper instructions, to deliver
securities of the Fund, in connection with loans of securities by the Fund, to
the borrower thereof prior to receipt of the collateral, if any, for such
borrowing, provided that for stock loans secured by cash collateral the
Custodian's instructions to the Securities System require that the Securities
System, may deliver the securities to the borrower thereof only upon receipt of
the collateral for such borrowing.
P. Collections - To collect, receive and deposit in said account or
accounts all income, payments of principal and other payments with respect to
the securities held hereunder, and in connection therewith to deliver the
certificates or other instruments representing the securities to the issuer
thereof or its agent when securities are called, redeemed, retired or otherwise
become payable; provided, that the payment is to be made
-10-
<PAGE>
in such form and manner and at such time, which may be after delivery by the
Custodian of the instrument representing the security, as is in accordance with
the terms of the instrument representing the security, or such proper
instructions as the Custodian may receive, or governmental regulations, the
rules of Securities systems or other U.S. securities depositories and clearing
agencies or, with respect to securities referred to in clause (iii) of the last
sentence of Section 2D, in accordance with generally accepted trade practice;
(ii) to execute ownership and other certificates and affidavits for all federal
and state tax purposes in connection with receipt of income or other payments
with respect to securities of the Fund or in connection with transfer of
securities, and (iii) pursuant to proper instructions to take such other actions
with respect to collection or receipt of funds or transfer, of securities which
involve an investment decision.
Q. Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the Shareholder Servicing Agent
or otherwise apply funds or securities, insofar as available, for the payment of
dividends or other distributions to
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<PAGE>
Fund shareholders. Upon receipt of proper instructions from the Fund, or upon
receipt of instructions from the Shareholder Servicing Agent (given by such
person or persons and in such manner on behalf of the Shareholder Servicing
Agent as the Fund shall have authorized), the Custodian shall release funds or
securities, insofar as available, to the Shareholder Servicing Agent or as such
Agent shall otherwise instruct for payment to Fund shareholders who have
delivered to such Agent a request for repurchase or redemption of their shares
of capital stock of the Fund.
R. Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all
forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that are
received by the Custodian, and upon receipt of proper instructions, to execute
and deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee shall
vote upon any of such securities or execute any proxy to vote thereon or give
any consent or take any other action with respect thereto (except as otherwise
herein provided) unless ordered to do so by proper instructions.
S. Nondiscretionary Details - Without the necessity of express
authorization from the Fund, (l) to attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealings with
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<PAGE>
securities, funds or other property of the Portfolio held by the Custodian
except as otherwise directed from time to time by the Directors or Trustees of
the Fund, and (2) to make payments to itself or others for minor expenses of
handling securities or other similar items relating to the Custodian's duties
under this Agreement, provided that all such payments shall be accounted for to
the Fund.
T. Bills - Upon receipt of proper instructions, to pay or cause to be
paid, insofar as funds are available for the purpose, bills, statements, or
other obligations of the Fund.
U. Deposit of Fund Assets in Securities Systems - The Custodian may
deposit and/or maintain securities owned by the Fund in (i) The Depository Trust
Company, (ii) any book- entry system as provided in Subpart O of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 3l CFR Part 350, or the book-entry
regulations of federal agencies substantially in the form of Subpart O, or (iii)
any other domestic clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 which acts
as a securities depository and whose use the Fund has previously approved in
writing (each of the foregoing being referred to in this Agreement as a
"Securities System"). Utilization of a Securities System shall be in accordance
with applicable FederaloReserve Board and Securities and Exchange Commission
rules and regulations, if any, and subject to the following provisions:
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<PAGE>
l) The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Agents appointed by the Custodian (provided that
any such agent shall be qualified to act as a custodian of the Fund pursuant to
the Investment Company Act of 1940 and the rules and regulations thereunder), in
a Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by book-entry those
securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of
the Fund upon (i) receipt of advice from the Securities System that such
securities have been transferred to the Account, and (ii) the making of an entry
on the records of the Custodian to reflect such payment and transfer for the
account of the Fund. The Custodian shall transfer securities sold for the
account of the Fund upon (i) receipt of advice from the Securities System that
payment for such securities has been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such transfer and
payment for the account of the Fund. Copies of all advices from the Securities
System of transfers of securities for the account of the Fund shall identify
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<PAGE>
the Fund, be maintained for the Fund by the Custodian or an Agent as referred to
above, and be provided to the Fund at its request. The Custodian shall furnish
the Fund confirmation of each transfer to or from the account of the Fund in the
form of a written advice or notice and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the Securities System
for the account of the Fund on the next business day;
4) The Custodian shall provide the Fund with any report obtained by the
Custodian or any Agent as referred to above on the Securities System'so
accounting system, internal accounting control and procedures for safeguarding
securities deposited in the Securities System; and the Custodian and such Agents
shall send to the Fund such reports on their own systems of internal accounting
control as the Fund may reasonably request from time to time;
5) At the written request of the Fund, the Custodian will terminate the
use of any such Securities System on behalf of the Fund as promptly as
practicable.
V. Other Transfers - Upon receipt of proper instructions, to deliver
securities, funds and other property of the Fund to a Subcustodian or another
custodian of the Fund; and, upon receipt of proper instructions, to make such
other disposition of securities, funds or other property of the Fund in a manner
other than or for purposes other than as enumerated elsewhere in this
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<PAGE>
Agreement, provided that the instructions relating to such disposition shall
include a statement of the purpose for which the delivery is to be made, the
amount of securities to be delivered and the name of the person or persons to
whom delivery is to be made.
W. Investment Limitations - In performing its duties generally, and
more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, the Custodian may assume unless and until
notified in writing to the contrary that proper instructions received by it are
not in conflict with or in any way contrary to any provisions of the provisions
of the Fund's Declaration of Trust or Certificate of Incorporation or Bylaws (or
comparable documents) or votes or proceedings of the shareholders' or Directors
of the Fund. The Custodian shall in no event be liable to the Fund and shall be
indemnified by the Fund for any violation which occurs in the course of carrying
out instructions given by the Fund of any investment limitations to which the
Fund is subject or other limitations with respect to the Fund's powers to make
expenditures, encumber securities, borrow or take similar actions affecting the
Fund.
X. Proper Instructions - Proper instructions shall mean a tested telex
from the Fund or a written request, direction, instruction or certification
signed or initialled on behalf of the Fund by one or more person or persons as
the Board of Directors or
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<PAGE>
Trustees of the Fund shall have from time to time authorized, provided, however,
that no such instructions directing the delivery of securities or the payment of
funds to an authorized signatory of the Fund shall be signed by such person.
Those persons authorized to give proper instructions may be identified by the
Board of Directors or Trustees by name, title or position and will include at
least one officer empowered by the Board to name other individuals who are
authorized to give proper instructions on behalf of the Fund. Telephonic or
other oral instructions given by any one of the above persons will be considered
proper instructions if the Custodian reasonably believes them to have been given
by a person authorized to give such instructions with respect to the transaction
involved. Oral instructions will be confirmed by tested telex or in writing in
the manner set forth above but the lack of such confirmation shall in no way
affect any action taken by the Custodian in reliance upon such oral
instructions. The Fund authorizes the Custodian to tape record any and all
telephonic or other oral instructions given to the Custodian by or on behalf of
the Fund (including any of its officers, Directors, Trustees, employees or
agents) and will deliver to the Custodian a similar authorization from any
investment manager or adviser or person or entity with similar responsibilities
which is authorized to give proper instructions on behalf of the Fund to the
Custodian. Proper instructions may
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<PAGE>
relate to specific transactions or to types or classes of transactions, and may
be in the form of standing instructions.
Proper instructions may include communications effected directly
between electro- mechanical or electronic devices or systems, in addition to
tested telex, provided that the Fund and the Custodian agree to the use of such
device or system.
Y. Segregated Account - The Custodian shall upon receipt of proper
instructions establish and maintain on its books a segregated account or
accounts for and on behalf of the Fund, into which account or accounts may be
transferred cash and/or securities of the Fund, including securities maintained
by the Custodian pursuant to Section 2U hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker- dealer
registered under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. (oroany futures commission
merchant registered under the Commodity Exchange Act) relating to compliance
with the rules of the Options Clearing Corporation and of any registered
national securities exchange (or the Commodity Futures Trading Commission or any
registered contract market), or any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or securities in connection with
options purchased, sold or written by the Fund or commodity futures contracts or
options thereon purchased or sold by the Fund,
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<PAGE>
(iii) for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies, and (iv) as mutually
agreed from time to time between the Fund and the Custodian.
3. Powers and Duties of the Custodian with Respect to the Appointment
of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold
securities, funds and other property of the Fund which are maintained outside
the United States at subcustodians appointed pursuant to the provisions of this
Section 3 (a "Subcustodian"). The Fund shall approveo in writing (l) the
appointment of each Subcustodian and the subcustodian agreement to be entered
into between such Subcustodian and the Custodian, and (2) if the Subcustodian is
organized under the laws of a country other than the United States, the country
or countries in which the Subcustodian is authorized to hold securities, cash
and other property of the Fund. The Fund hereby further authorizes and instructs
the Custodian and any Subcustodian to utilize such securities depositories
located outside the United States which are approved in writing by the Fund to
hold securities, cash and other property of the Fund. Upon such approval by the
Fund, the Custodian is authorized on behalf of the Fund to notify each
Subcustodian of its appointment as such. The Custodian may, at any time in its
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discretion, remove any Subcustodian that has been appointed as such but will
promptly notify the Fund of any such action.
Those Subcustodians, and the countries where and the securities
depositories through which they or the Custodian may hold securities, cash and
other property of the Fund which the Fund has approved to date are set forth on
Appendix A hereto. Such Appendix shall be amended from time to time as
Subcustodians, and/or countries and/or securities depositories are changed,
added or deleted. The Fund shall be responsible for informing the Custodian
sufficiently in advance of a proposed investment which is to be held in a
country not listed, on Appendix A, in order that there shall be sufficient time
for the Fund to give the approval required by the preceding paragraph and for
the Custodian to put the appropriate arrangements in place with such
Subcustodian, including negotiation of a subcustodian agreement and submission
of such subcustodian agreement to the Fund for approval.
If the Fund shall have invested in a security to be held in a country
before the foregoing procedures have been completed, such security shall be held
by such agent as the Custodian may appoint. In any event, the Custodian shall be
liable to the Fund for the actions of such agent if and only to the extent the
Custodian shall have recovered from such agent for any damages caused the Fund
by such agent. At the request of the Fund, Custodian agrees to remove any
securities held on behalf of the Fund by such agent,
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<PAGE>
if practical, to an approved Subcustodian. Under such circumstances Custodian
will collect income and respond to corporate actions on a best efforts basis.
With respect to securities and funds held by a Subcustodian, either
directly or indirectly (including by a securities depository or clearing
agency), notwithstanding any provision of this Agreement to the contrary,
payment for securities purchased and delivery of securities sold may be made
prior to receipt of the securities or payment, respectively, and securities or
payment may be received in a form, in accordance with governmental regulations,
rules of securities depositories and clearing agencies, or generally accepted
trade practice in the applicable local market.
In the event that any Subcustodian appointed pursuant to the provisions
of this Section 3 fails to perform any of its obligations under the terms and
conditions of the applicable subcustodian agreement, the Custodian shall use its
best efforts to cause such Subcustodian to perform such obligations. In the
event that the Custodian is unable to cause such Subcustodian to perform fully
its obligations thereunder, the Custodian shall forthwith upon the Fund's
request terminate such Subcustodian in accordance with the termination
provisions under the applicable subcustodian agreement and, if necessary or
desirable, appoint another subcustodian in accordance with the provisions of
this Section 3. At the election of the Fund, it shall have the right
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to enforce, to the extent permitted by the subcustodian agreement and applicable
law, the Custodian's rights against any such Subcustodian for loss or damage
caused the Fund by such Subcustodian.
The Custodian will not amend any subcustodian agreement or agree to
change or permit any changes thereunder except upon the prior written approval
of the Fund.
The Custodian may, at any time in its discretion upon notification to
the Fund, terminate any Subcustodian of the Fund in accordance with the
termination provisions under the applicable Subcustodian Agreement, and at the
written request of the Fund, the Custodian will terminate any Subcustodian in
accordance with the termination provisions under the applicable Subcustodian
Agreement.
If necessary or desirable, the Custodian may appoint another
subcustodian to replace a Subcustodian terminated pursuant to the foregoing
provisions of this Section 3, such appointment to be made upon approval of the
successor subcustodian by the Fund's Board of Directors or Trustees in
accordance with the provisions of this Section 3.
In the event the Custodian receives a claim from a Subcustodian under
the indemnification provisions of any subcustodian agreement, the Custodian
shall promptly give written notice to the Fund of such claim. No more than
thirty days after written notice to the Fund of the Custodian's intention to
make
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<PAGE>
such payment, the Fund will reimburse the Custodian the amount of such payment
except in respect of any negligence or misconduct of the Custodian.
4. Assistance by the Custodian as to Certain Matters: The Custodian may
assist generally in the preparation of reports to Fund shareholders and others,
audits of accounts, and other ministerial matters of like nature.
5. Powers and Duties of the Custodian with Respect to its Role as
Financial Agent: The Fund hereby also appoints the Custodian as the Funds
financial agent. With respect to the appointment as financial agent, the
Custodian shall have and perform the following powers and duties:
A. Records - To create, maintain and retain such records relating to
its activities and obligations under this Agreement as are required under the
Investment Company Act of 1940 and the rules and regulations thereunder
(including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder) and under
applicable Federal and State tax laws. All such records will be the property of
the Fund and in the event of termination of this Agreement shall be delivered to
the successor custodian.
B. Accounts - To keep books of account and render statements, including
interim monthly and complete quarterly financial statements, or copies thereof,
from time to time as reasonably requested by proper instructions.
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C. Access to Records - The books and records maintained by the
Custodian pursuant to Sections 5A and 5B shall at all times during the
Custodian's regular business hours be open to inspection and audit by officers
of, attorneys for and auditors employed by the Fund and by employees and agents
of the Securities and Exchange Commission, provided that all such individuals
shall observe all security requirements of the Custodian applicable to its own
employees having access to similar records within the Custodian and such
regulations as may be reasonably imposed by the Custodian.
D. Disbursements - Upon receipt of proper instructions, to pay or cause
to be paid, insofar as funds are available for the purpose, bills, statements
and other obligations of the Fund (including but not limited to interest
charges, taxes, management fees, compensation to Fund officers and employees,
and other operating expenses of the Fund).
6. Standard of Care and Related Matters:
A. Liability of the Custodian with Respect to Proper Instructions;
Evidence of Authority, Etc. The Custodian shall not be liable for any action
taken or omitted in reliance upon proper instructions believed by it to be
genuine or upon any other written notice, request, direction, instruction,
certificate or other instrument believed by it to be genuine and signed by the
proper party or parties.
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The Secretary or Assistant Secretary of the Fund shall certify to the
Custodian the names, signatures and scope of authority of all persons,
authorized to give proper instructions or any other such notice, request,
direction, instruction, certificate or instrument on behalf of the Fund, the
names and signatures of the officers of the Fund, the name and address of the
Shareholder Servicing Agent, and any resolutions, votes, instructions or
directions of the Fund's Board of Directors or Trustees or shareholders. Such
certificate- may be accepted and relied upon by the Custodian as conclusive
evidence of the facts set forth therein and may be considered in full force and
effect until receipt of a similar certificate to the contrary.
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement.
The Custodian shall be entitled, at the expense of the Fund, to receive
and act upon advice of (i) counsel regularly retained by the Custodian in
respect of custodian matters, (ii) counsel for the Fund, or (iii) such other
counsel as the Fund and the Custodian may agree upon, with respect to all
matters, and the Custodian shall be without liability for any action reasonably
taken or omitted pursuant to such advice.
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B. Liability of the Custodian with Respect to Use of Securities System
- - With respect to the portfolio securities, cash and other property of the Fund
held by a Securities system, the Custodian shall be liable to the Fund only for
any loss or damage to the Fund resulting from use of the Securities System if
caused by any negligence, misfeasance or misconduct of the Custodian or any of
its agents or of any of its or their employees or from any failure of the
Custodian or any such agent to enforce effectively such rights as it may have
against the Securities System. At the election of the Fund, it shall be entitled
to be subrogated to the rights of the Custodian with respect to any claim
against the Securities System or any other person which the Custodian may have
as a consequence of any such loss or damage to the Fund if and to the extent
that the Fund has not been made whole for any such loss or damage.
C. Liability of the Custodian with respect to Subcustodians - The
Custodian shall be liable to the Fund for any loss or damage to the Fund caused
by or resulting from the acts or omissions of any Subcustodian to the extent
that under the terms set forth in the subcustodian agreement between the
Custodian and the Subcustodian (or in the subcustodian agreement between a
Subcustodian and any secondary Subcustodian), the Subcustodian (or secondary
Subcustodian) has failed to perform in accordance with the standard of conduct
imposed under such subcustodian agreement as determined in accordance with the
law which is adjudicated to
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<PAGE>
govern such agreement and in accordance with any determination of any court as
to the duties of said Subcustodian pursuant to said agreement. The Custodian
shall also be liable to the Fund for its own negligence in transmitting any
instructions received by it from the Fund and for its own negligence in
connection with the delivery of any securities or funds held by it to any
Subcustodian.
D. Standard of Care; Liability; Indemnification - The Custodian shall
be held only to the exercise of reasonable care and diligence in carrying out
the provisions of this Agreement, provided that the Custodian shall not thereby
be required to take any action which is in contravention of any applicable law.
The Fund agrees to indemnify and hold harmless the Custodian and its nominees
from all claims and liabilities (including counsel fees) incurred or assessed
against it or its nominees in connection with the performance of this Agreement,
except such as may arise from its or its nominee's breach of the relevant
standard of conduct set forth in this Agreement. Without limiting the foregoing
indemnification obligation of the Fund, the Fund agrees to indemnify the
Custodian and any nominee in whose name portfolio securities or other property
of the Fund is registered against any liability the Custodian or such nominee
may incur by reason of taxes assessed to the Custodian or such nominee or other
costs, liability or expense incurred by the Custodian or such nominee resulting
directly or indirectly from the fact that portfolio
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securities or other property of the Fund is registered in the name of the
Custodian or such nominee.
It is also understood that the Custodian shall not be liable for any
loss involving any securities, currencies, deposits or other property of the
Fund, whether maintained by it, a Subcustodian, a securities depository, an
agent of the Custodian or a Subcustodian, a Securities System, or a Banking
Institution, or for any loss arising from a foreign currency transaction or
contract, where the loss results from a Sovereign Risk or where the entity
maintaining such securities, currencies, deposits or other property of the Fund,
whether the Custodian, a subcustodian a securities depository, an agent of the
Custodian or a Subcustodian, a Securities System or a Banking Institution, has
exercised reasonable care maintaining such property or inoconnection with the
transaction involving such property. A "Sovereign Risk" shall mean
nationalization, expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental authority, de
facto or de jure; or enactment, promulgation, imposition or enforcement by any
such governmental authority of currency restrictions, exchange controls, taxes,
levies or other charges affecting the Fund's property; or acts of war,
terrorism, insurrection or revolution; or any other act or event beyond the
Custodian's control.
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E. Reimbursement of Advances - The Custodian shall be entitled to
receive reimbursement from the Fund on demand, in the manner provided in Section
7, for its cash disbursements, expenses and charges (including the fees and
expenses of any Subcustodian or any Agent) in, connection with this Agreement,
but excluding salaries and usual overhead expenses.
F. Security for Obligations to Custodian - If the Fund shall require
the Custodian to advance cash or securities for any purpose for the benefit of
the Fund, including in connection with foreign-exchange contracts or options
(collectively, an "Advance"), or if the Custodian or any nominee thereof shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance ofothis Agreement (collectively a
"Liability"), except such as may arise from its or such nominee's breach of the
relevant standard of conduct set Forth in this Agreement, then in such event any
property at any time held for the account of the Fund by the Custodian or a
Subcustodian shall be security for such Advance or Liability and if the Fund
shall fail to repay or indemnify the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's property,
including securities, to the extent necessary to obtain reimbursement or
indemnification.
G. Appointment of Agents - The Custodian may at any time or times in
its discretion appoint (and may at any time remove) any
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<PAGE>
other bank or trust company as its agent (an "Agent") to carry out such of the
provisions of this Agreement as the Custodian may from time to time direct,
provided, however, that the appointment of such Agent (other than an Agent
appointed pursuant to the third paragraph of Section 3) shall not relieve the
Custodian of any of its responsibilities under this agreement.
H. Powers of Attorney - Upon request, the Fund shall deliver to the
Custodian such proxies, powers of attorney or other instruments as may be
reasonable and necessary or desirable in connection with the performance by the
Custodian or any Subcustodian of their respective obligations under this
Agreement or any applicable subcustodian agreement.
7. Compensation of the Custodian: The Fund shall pay the Custodian a
custody fee based on such fee schedule as may from time to time be agreed upon
in writing by the Custodian and the Fund. Such fee, together with all amounts
for which the Custodian is to be reimbursed in accordance with Section 6D, shall
be billed to the Fund in such a manner as to permit payment by a direct cash
payment to the Custodian.
8. Termination; Successor Custodian: This Agreement shall continue in
full force and effect until terminated by either party by an instrument in
writing delivered or mailed, postage prepaid, to the other party, such
termination to take effect not sooner than seventy five (75) days after the date
of such delivery or mailing. In the event of termination the Custodian shall be
-30-
<PAGE>
entitled to receive prior to delivery of the securities, funds and other
property held by it all accrued fees and unreimbursed expenses the payment of
which is contemplated by Sections 6D and 7, upon receipt by the Fund of a
statement setting forth such fees and expenses.
In the event of the appointment of a successor custodian, it is agreed
that the funds and securities owned by the Fund and held by the Custodian or any
Subcustodian shall be delivered to the successor custodian, and the Custodian
agrees to cooperate with the Fund in execution of documents and performance of
other actions necessary or desirable in order to substitute the successor
custodian for the Custodian under this Agreement.
9. Amendment: This Agreement constitutes the entire understanding and
agreement of the parties hereto with respect to the subject matter hereof. No
provision of this Agreement may be amended or terminated except by a statement
in writing signed by the party against which enforcement of the amendment or
termination is sought.
In connection with the operation of this Agreement, the Custodian and
the Fund may agree in writing from time to time on such provisions
interpretative of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement. No
interpretative or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
-31-
<PAGE>
The section headings in this Agreement are for the convenience of the
parties and in no way alter, amend, limit or restrict the contractual
obligations of the parties set forth in this Agreement.
10. Governing Law: This instrument is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed according
to the laws of said Commonwealth.
11. Notices: Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to the Fund at 60 State Street, Boston,
Massachusetts 02109 or to such other address as the Fund may have designated to
the Custodian in writing, or to the Custodian at 40 Water Street, Boston,
Massachusetts 02109, Attention: Manager, Securities Department, or to such other
address as the Custodian may have designated to the Fund in writing, shall be
deemed to have been properly delivered or given hereunder to the respective
addressee.
12. Binding Effect: This Agreement shall be binding on and shall inure
to the benefit of the Fund and the Custodian and their respective successors and
assigns, provided that neither party hereto may assign this Agreement or any of
its rights or obligations hereunder without the prior written consent of the
other party.
13. Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
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<PAGE>
This Agreement shall become effective when one or more counterparts have been
signed and delivered by each of the parties.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
PIONEER GROWTH TRUST BROWN BROTHERS HARRIMAN & CO.
On Behalf of Pioneer
Gold Shares
By:/s/Joseph P. Barri per pro _______________________
<PAGE>
PIONEER GOLD SHARES FUND
APPENDIX A
CENTRAL
COUNTRY SUBCUSTODIAN DEPOSITORY
AUSTRALIA NATIONAL AUSTRALIA BANK LTD AUSTRACLEAR
AGMT 5/1/85
AUSTRIA CREDITANSTALT BANKVEREIN AGMT KONTROLLBANK
12/18/89
BELGIUM JPMORGAN BRUSSELS AGMT 2/25/86 CIK
DENMARK DEN DANSKE BANK/PROVINSBANKEN VP
AGMT 1/1/89
FINLAND UNION BANK OF FINLAND AGMT NONE
2/27/89
FRANCE JPMB/MORGAN PARIS AGMT 2/25/86 SICOVAM
GERMANY JPMB/MORGAN FRANKFURT GMBH KASSENVEREIN
AGMT 4/1/88
HONG KONG CHASE MANHATTAN BANK, HONG KONG NONE
CMB HONG KONG AGMT AMENDMENT
9/17/90
ITALY JPMB/BANCA COMMERCIALE ITALIANIA MONTE TITOLI
AMGT 6/17/86
JAPAN CITIBANK N A, TOKYO AGMT 7/16/81* NONE
MALAYSIA HONGKONG & SHANGHAI BKG CORP, NONE
KUALA LUMPUR HSBC REGIONAL AGMT
DTD 4/19/81*
MEXICO CITIBANK N A, MEXICO CITY AGMT INDEVAL
7/16/81*
NETHERLANDS AMRO BANK AGMT 12/19/88 NECIGEF
NORWAY JPMB/DEN NORSKE CREDITBANK AGMT VPS
DTD 6/2/87
-33-
<PAGE>
PHILIPPINES CITIBANK N A, MANILA AGMT NONE
DTD 6/2/87
PORTUGAL JPMB/BANCO ESPIRITO SANTO E NONE
COMMERCIAL DE LISBOA AGMT
12/31/90
SINGAPORE CHASE MANHATTAN BANK SINGAPORE CDP
CHASE SINGAPORE AGMT AMENDMENT
DTD 9/17/90
SPAIN JPMB/BANCO SANTANDER AGMT 2/17/86 NONE
SWEDEN SKANDINAVISKA ENSKILDA BANKEN VPC
AGMT 2/20/89
SWITZERLAND JPMB/MORGAN ZURICH AGMT 2/25/86 SEGA
TRASNATIONAL BROWN BROTHERS HARRIMAN & CO EUROCLEAR
CEDEL
UNITED KINGDOM JPMB/MORGAN LONDON AGMT 2/25/86 TALISMAN
CMO, CGO
UNITED STATES WILMINGTON TRUST COMPANY AGMT WTC
PROPOSED
* CITIBANK N A AGREEMENT AMENDMENT DATED 8/31/90
I HEREBY CERTIFY THAT AT ITS MEETING ON Jan. 14 1992 THE BOARD APPROVED THE
COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS
APPENDIX.
/s/Joseph P. Barri, Sec. Jan. 14, 1992
(SIGNATURE) DATE
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INVESTMENT COMPANY SERVICE AGREEMENT
April , 1990
Pioneer Growth Trust, a Massachusetts business trust with its principal place of
business at 60 State Street, Boston, Massachusetts 02109 ("Customer") and
Pioneering Services corporation, a Massachusetts corporation ("PSC"), hereby
agree as follows:
1. SERVICES TO BE PROVIDED BY PSC. During the term of this Agreement,
PSC will provide to each series of shares of beneficial interest (the "Series")
of the Customer, which may be established, from time to time, (the "Account"),
with the services described in Exhibits A, B, C, and D (collectively, the
"Exhibits") which are attached hereto and incorporated herein by reference. It
is understood that PSC may subcontract any of such services to one or more firms
designated by PSC, provided that PSC (i) shall be solely responsible for all
compensation payable to any such firm and (ii) shall be liable to Customer for
the acts or omissions of any such firm to the same extent as PSC would be liable
to Customer with respect to any such act or omission hereunder.
2. EFFECTIVE DATE. This Agreement shall become effective on the date
hereof (the "Effective Date") and shall continue in effect until it is
terminated in accordance with Section 11 below.
3. DELIVERY, VERIFICATION AND RECEIPT FOR DATA AND ASSETS. Prior to the
Effective Date, Customer agrees to deliver to PSC all such documentation, data
and materials as PSC may reasonably prescribe to enable it to perform services
contemplated by this Agreement. If PSC so requests, Customer agrees to confirm
the accuracy of any starting records of Customer's assets and accounts produced
from PSC's computer or held in other recording systems. In the event Customer
does not, prior to the Effective Date, comply fully with any of the foregoing
provisions of this Section 3, the date for commencement of PSC's services
hereunder may be postponed by PSC until such compliance has taken place.
Customer shall, from time to time, while this Agreement is in effect
deliver all such materials and data as may be necessary or desirable to enable
PSC to perform its services hereunder, including without limitation, those
described in Section 12 hereof.
<PAGE>
4. REPORTS AND MAINTENANCE OF RECORDS BY PSC. PSC will furnish to
Customer and to properly authorized auditors, examiners, distributors, dealers,
underwriters, salesmen, insurance companies, investors, and others designated by
Customer in writing, such books, records and reports at such times as are
prescribed for each service in the Exhibits attached hereto. Customer agrees to
examine or to ask any other authorized recipient to examine each such report or
copy promptly and will report or cause to be reported any errors or
discrepancies therein of which customer then has any knowledge. PSC may at its
option at any time, and shall forthwith upon Customer's demand, turn over to
Customer and cease to retain in PSC's files, records and documents created and
maintained by PSC pursuant to this Agreement which are no longer needed by PSC
in the performance if its services or for its protection.
If not so turned over to Customer, such documents and reports will be
retained by PSC for six years from the year of creation, during the first two of
which the same will be in readily accessible form. At the end of six years, such
records and documents, will be turned over to Customer by PSC unless Customer
authorizes their destruction.
5. PSC'S DUTY OF CARE. PSC shall at all time use reasonable care and
act in good faith in performing its duties hereunder. PSC shall incur no
liability to customer in connection with its performance of services hereunder
except to the extent that it does not comply with the foregoing standards.
PSC shall at all times adhere to various procedures and systems
consistent with industry standards in order to safeguard the Customer's checks,
records and other data from loss or damage attributable to fire or theft. PSC
shall maintain insurance adequate to protect against the costs of reconstructing
checks, records and other data in the event of such loss and shall notify the
Customer in the event of a material adverse change in such insurance coverage.
In the event of damage or loss occurring to the Customer's records or data such
that PSC is unable to meet the terms of this Agreement, PSC shall transfer all
records and data to a Transfer Agent of Customer's choosing upon Customer's
written authorization to do so.
Without limiting the generality of the foregoing, PSC shall not be
liable or responsible for delays or errors occurring by reason of circumstances
beyond its control including acts of civil, military or banking authority,
national emergencies, labor
-2-
<PAGE>
difficulties, fire, flood or other catastrophies, acts of God, insurrection,
war, riots, failure of transportation, communication or power supply.
6. CONFIDENTIALITY. PSC will keep confidential all records and
information provided by the Customer or by the shareholders of the Account to
PSC, except to the extent disclosures are required by the Agreement, are
required by the Customer's Prospectus and Statement of Additional Information,
or are required by a valid subpoena or warrant issued by a court of competent
jurisdiction or by a state or federal agency or governmental authority.
7. CUSTOMER INSPECTION. Upon reasonable notice, in writing signed by
the Customer, PSC shall make available, during regular business hours, all
records and other data created and maintained pursuant to this Agreement for
reasonable audit and inspection by the Customer or Customer's agents, including
reasonable visitation by the Customer or Customer's agent, including inspecting
PSC's operation facilities. PSC shall not be liable for injury to or responsible
in any way for the safety of any individual visiting PSC's facilities under the
authority of this section. The Customer will keep confidential and will cause to
keep confidential all confidential information obtained by its employees or
agents or any other individual representing the Customer while on PSC's
premises. Confidential information shall include (1) any information of whatever
nature regarding PSC's operations, security procedures, and data processing
capabilities, (2) financial information regarding PSC, its affiliates, or
subsidiaries, and (30 any information of whatever kind or description regarding
any customer of PSC, its affiliates or subsidiaries.
8. RELIANCE BY PSC ON INSTRUCTIONS AND ADVICE, INDEMNITY. PSC shall be
entitled to seek advice of Customer's legal counsel with respect to PSC's
responsibilities and duties hereunder and shall in no event be liable to
Customer for any action taken pursuant to such advice, except to the extent that
the Customer's legal counsel determines in its sole discretion that the
rendering of advice to PSC would result in a conflict of interest.
Whenever PSC is authorized to take action hereunder pursuant to proper
instructions from Customer, PSC shall be entitled to rely upon any certificate,
letter or other instrument or telephone call reasonably believed by PSC to be
genuine and to have been properly made or signed by an officer or other
authorized agent of Customer, and shall be entitled to receive as conclusive
proof of
-3-
<PAGE>
any fact or matter required to be ascertained by it hereunder a certificate
signed by an officer of Customer or any other person authorized by Customer's
Board of Trustees.
Subject to the provisions of Section 13 of this Agreement, Customer
agrees to indemnify and hold PSC, its demand, actions and suits, whether
groundless or otherwise, and from and against any and all judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character arising out of or in any way relating to PSC's action
or non-action upon information, instructions or requests given or made to PSC by
the Customer with respect to the Account.
Notwithstanding the above, whenever the Customer may be asked to
indemnify or hold PSC harmless, the customer shall be advised of all pertinent
facts arising from the situation in question. Additionally, PSC will use
reasonable care to identify and notify the Customer promptly concerning any
situation which presents, actually or potentially, a claim for indemnification
against the Customer. The Customer shall have the option to defend PSC against
any claim for which PSC is entitled to indemnification from the Customer under
the terms hereof, and in the event the Customer so elects, it will notify PSC
and, thereupon, the Customer shall take over complete defense of the claim and
PSC shall sustain no further legal or other expenses in such a situation for
which indemnification shall be sought or entitled. PSC may in no event confess
any claim or make any compromise in any case in which the Customer will be asked
to indemnify PSC except with the Customer's prior written consent.
9. MAINTENANCE OF DEPOSIT ACCOUNTS. PSC shall maintain on behalf of
Customer such deposit accounts as are necessary or desirable from time to time
to enable PSC to carry out the provisions of this Agreement.
10. COMPENSATION AND REIMBURSEMENT TO PSC. For the services rendered by
PSC under this Agreement, Customer agrees to pay a monthly fees to PSC, such fee
to be equal to $_____ per account of each series. In addition, Customer shall
reimburse PSC monthly for out-of-pocket expenses such as postage, forms,
envelopes, checks, "outside" mailings, telephone lines, mailgrams, mail
insurance on certificates and data processing file recovery insurance.
11. TERMINATION. Either PSC or Customer may at any time terminate this
Agreement by giving 90 days prior written notice to the other.
-4-
<PAGE>
After the date of termination, for so long as PSC in fact continues to
perform any one or more of the services provisions of this Agreement, including
without limitation the provisions of Section 8 dealing with indemnification,
shall where applicable continue in full force and effect.
12. REQUIRED DOCUMENTS. Customer agrees to furnish to PSC prior to the
Effective Date the following (to the extent no previously provided):
A. Two (2) copies of the Declaration of Trust of Customer, and of
any amendments thereto, certified by the proper official of the
State where the Declaration of Trust is filed.
B. Two (2) copies of the following documents, currently certified by
the Secretary of Customer:
a. Customer's By-laws and any amendment thereto.
b. Certified copies of resolutions of Customer's Board of
Trustees covering the following matters.
(1) Approval of this Agreement.
(2) Authorization of specified officers of Customers to
instruct PSC hereunder (if different from other
officers of Customer previously specified by Customer
as to other Customer accounts being serviced by PSC).
C. List of all officers of Customer together with specimen
signatures of those officers who are authorized to sign share
certificates and to instruct PSC in all other matters.
D. Two (2) copies of the following:
a. Prospectus
b. Statement of Additional Information
c. Management Agreement
d. Registration Statement
-5-
<PAGE>
E. Opinion of counsel for Customer as to the due authorization by
and binding effect of this Agreement on Customer, the
applicability of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and the approval by
such public authorities as may be prerequisite to lawful sale and
deliver in the various states.
F. Amendments to, and changes in, any of the foregoing forthwith
upon such amendments and changes becoming effective.
13. INDEMNIFICATION. The parties to this Agreement acknowledge and
agree that all liabilities arising, directly or indirectly, under this
Agreement, of any and every nature whatsoever, including without limitation,
liabilities arising in connection with any agreement of the Customer or its
Trustees set forth herein to indemnify any party to this Agreement or any other
person, shall be satisfied out of the assets of the Account first and then of
Customer and that no Trustee, officer or holder of shares of beneficial interest
of the Customer shall be personally liable for any of the foregoing liabilities.
The Customer's Declaration of Trust, as amended from time to time, is on file in
the Office of the Secretary of State of The Commonwealth of Massachusetts. Such
Declaration of Trust describes in detail the respective responsibilities and
limitations on liability of the Trustee, officers, and holders of shares of
beneficial interest of the Customer.
14. MISCELLANEOUS. In connection with the operation of this Agreement
PSC and Customer may agree from time to time on such provisions interpretive of
or in addition to the provisions of this Agreement as may in their joint opinion
be consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions are to be signed by both parties and annexed hereto, but
no such provision shall contravene any applicable Federal and state law or
regulation, and no such provision shall be deemed to be an amendment of this
Agreement.
This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts.
-6-
<PAGE>
IN WITNESS WHEREOF, Customer and PSC have caused this Agreement to be
executed in their respective names by their respective officers thereunto duly
authorized as of the date first written above.
ATTEST: PIONEERING SERVICES CORPORATION
By:
PIONEER GROWTH TRUST
By:
Secretary President
-7-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated November 27, 1995 included in the Pioneer Capital Growth Fund, Pioneer
Equity-Income Fund and Pioneer Gold Shares 1995 Annual Reports (collectively,
the Pioneer Growth Trust) (and to all references to our firm) included in or
made a part of the Pioneer Growth Trust Post-Effective Amendment No. 6 and
Amendment No. 7 to Registration Statement File Nos. 33-34801 and 811-6106,
respectively.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 23, 1996
CLASS B DISTRIBUTION PLAN
PIONEER GROWTH TRUST ON BEHALF OF
PIONEER CAPITAL GROWTH FUND
CLASS B DISTRIBUTION PLAN, dated as of April 4, 1994 of PIONEER CAPITAL
GROWTH FUND (the "Fund"), a series of Pioneer Growth Trust, a Massachusetts
business trust (the "Trust").
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust, on behalf of the Fund, intends to distribute shares of
beneficial interest (the "Class B Shares") of the Fund in accordance with Rule
12b-1 promulgated by the Securities and Exchange Commission under the 1940 Act
("Rule 12b-1"), and desires to adopt this Class B distribution plan (the "Class
B Plan") as a plan of distribution pursuant to such Rule;
WHEREAS, the Trust, on behalf of the Fund, desires that Pioneer Funds
Distributor, Inc., a Massachusetts corporation ("PFD"), provide certain
distribution services for the Trust's Class B Shares in connection with the
Class B Plan;
WHEREAS, the Trust, on behalf of the Fund, has entered into an underwriting
agreement (in a form approved by the Trust's Board of Trustees in a manner
specified in such Rule 12b-1) with PFD, whereby PFD provides facilities and
personnel and renders services to the Trust in connection with the offering and
distribution of Class B Shares (the "Underwriting Agreement");
WHEREAS, the Trust, on behalf of the Fund, also recognizes and agrees that
(a) PFD may retain the services of firms or individuals to act as dealers or
wholesalers (collectively, the "Dealers") of the Class B Shares in connection
with the offering of Class B Shares, (b) PFD may compensate any Dealer that
sells Class B Shares in the manner and at the rate or rates to be set
<PAGE>
forth in an agreement between PFD and such Dealer and (c) PFD may take such
payments to the Dealers for distribution services out of the fee paid to PFD
hereunder, any deferred sales charges imposed by PFD in connection with the
repurchase of Class B shares, its profits or any other source available to it;
WHEREAS, the Trust, on behalf of the Fund, recognizes and agrees that PFD
may impose certain deferred sales charges in connection with the repurchase of
the Fund's Class B shares by the Trust, and PFD may retain (or receive from the
Trust, on behalf of the Fund, as the case may be) all such deferred sales
charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust, on behalf of the Fund, should adopt and implement this Class B Plan, has
evaluated such information as it deemed necessary to an informed determination
whether this Class B Plan should be adopted and implemented and has considered
such pertinent factors as it deemed necessary to form the basis for a decision
to use assets of the Trust for such purposes, and has determined that there is a
reasonable likelihood that the adoption and implementation of this Class B Plan
will benefit the Fund and its Class B shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Class
B Plan for the Fund as a plan of distribution of Class B Shares in accordance
with Rule 12b-1, on the following terms and conditions:
1. (a) The Trust, on behalf of the Fund, is authorized to
compensate PFD for (1) distribution services and (2) personal and
account maintenance services performed and expenses incurred by
PFD in connection with the Trust's Class B shares. Such
compensation shall be calculated and accrued daily and paid
quarterly or at such other intervals as the Board of Trustees may
determine.
(b) The amount of compensation paid during any one year
for distribution services shall be .75% of the
-2-
<PAGE>
average daily net assets of the Trust attributable to such year.
(c) Distribution services and expenses for which PFD may
be compensated pursuant to this Plan include, without limitation:
compensation to and expenses (including allocable overhead, travel
and telephone expenses) of (i) Dealers, brokers and other dealers
who are members of the National Association of Securities Dealers,
Inc. ("NASD") or their officers, sales representatives and
employees; (ii) PFD and any of its affiliates and any of their
respective officers, sales representatives and employees, (iii)
banks and their officers, sales representatives and employees who
engage in or support distribution of the Fund's Class B shares;
printing of reports and prospectuses for other than existing
shareholders; and preparation, printing and distribution of sales
literature and advertising materials.
(d) The amount of compensation paid for personal and
account maintenance services and expenses shall be .25% of the
average daily net assets of the Fund attributable to such year. As
partial consideration for personal services and/or account
maintenance services provided by PFD to the Class B shares, PFD
shall be entitled to be paid any fees payable under this clause
(d) with respect to Class B Shares for which no dealer of record
exists, 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 its affiliates, banks, or other brokers
and dealers who are members of the NASD or their officers, sales
representatives and employees who respond to inquiries of, and
furnish assistance to, shareholders regarding
-3-
<PAGE>
their ownership of Class B shares or their accounts or who provide
similar services not otherwise provided by or on behalf of the
Fund.
(f) PFD may impose certain deferred sales charges in
connection with the repurchase of the Fund's Class B shares by the
Trust and PFD may retain (or receive from the Fund as the case may
be) all such deferred sales charges.
(g) Appropriate adjustments to payments made pursuant to
clauses (b) and (d) of this paragraph 1 shall be made whenever
necessary to ensure that no payment is made by the Fund in excess
of the applicable maximum cap imposed on asset based, front-end
and deferred sales charges by subsection (d) of Section 26 of
Article III of the Rules of Fair Practice of the NASD.
2. The Trust, on behalf of the Fund, understands that agreements between
PFD and Dealers may provide for payment of fees to Dealers in connection with
the sale of the Fund's Class B Shares and the provision of services to
shareholders of the Fund. Nothing in this Class B Plan shall be construed as
requiring the Fund to make any payment to any Dealer or to have any obligations
to any Dealer in connection with services as a dealer of the Fund's Class B
Shares. PFD shall agree and undertake that any agreement entered into between
PFD and any Dealer shall provide that such Dealer shall look solely to PFD for
compensation for its services thereunder and that in no event shall such Dealer
seek any payment from the Trust or the Fund.
3. Nothing herein contained shall be deemed to require the Trust, on behalf
of the Fund, to take any action contrary to its Declaration of Trust, as it may
be amended or restated from time to time, or By-Laws or any applicable statutory
or regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the Trust's Board of Trustees of the responsibility for and
control of the conduct of the affairs of the Fund.
-4-
<PAGE>
4. This Class B Plan shall become effective upon approval by a vote of the
Board of Trustees and a vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Fund's Class B Plan or in any agreements
related to the Fund's Class B Plan (the "Qualified Trustees"), such votes to be
cast in person at a meeting called for the purpose of voting on this Class B
Plan.
5. This Class B Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Class B Plan shall expire on April
30, 1995.
6. This Class B Plan may be amended at any time by the Board of Trustees,
provided that this Class B Plan may not be amended to increase materially the
limitations on the annual percentage of average net assets which may be expended
hereunder without the approval of holders of a "majority of the outstanding
Class B voting securities" of the Fund and may not be materially amended in any
case without a vote of a majority of the Qualified Trustees or by a vote of the
holders of a "majority of the outstanding voting securities" of Class B of the
Fund.
7. The Trust, on behalf of the Fund, and PFD shall provide to the Trust's
Board of Trustees, and the Board of Trustees shall review, at least quarterly, a
written report of the amounts expended under this Class B Plan and the purposes
for which such expenditures were made.
8. While this Class B Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
9. For the purposes of this Class B Plan, the terms "interested persons,"
"majority of the outstanding voting
-5-
<PAGE>
securities" and "specifically approved at least annually" are used as defined in
the 1940 Act.
10. The Trust, on behalf of the Fund, shall preserve copies of this Class B
Plan, and each agreement related hereto and each report referred to in Paragraph
7 hereof (collectively, the "Records"), for a period of not less than six (6)
years from the end of the fiscal year in which such Records were made and for a
period of two (2) years, each of such Records shall be kept in an easily
accessible place.
11. This Class B Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
12. If any provision of this Class B Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Class B Plan
shall not be affected thereby.
-6-
CLASS B DISTRIBUTION PLAN
PIONEER GROWTH TRUST ON BEHALF OF
PIONEER EQUITY-INCOME FUND
CLASS B DISTRIBUTION PLAN, dated as of April 4, 1994 of PIONEER
EQUITY-INCOME FUND (the "Fund"), a series of Pioneer Growth Trust, a
Massachusetts business trust (the "Trust").
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust, on behalf of the Fund, intends to distribute shares of
beneficial interest (the "Class B Shares") of the Fund in accordance with Rule
12b-1 promulgated by the Securities and Exchange Commission under the 1940 Act
("Rule 12b-1"), and desires to adopt this Class B distribution plan (the "Class
B Plan") as a plan of distribution pursuant to such Rule;
WHEREAS, the Trust, on behalf of the Fund, desires that Pioneer Funds
Distributor, Inc., a Massachusetts corporation ("PFD"), provide certain
distribution services for the Trust's Class B Shares in connection with the
Class B Plan;
WHEREAS, the Trust, on behalf of the Fund, has entered into an underwriting
agreement (in a form approved by the Trust's Board of Trustees in a manner
specified in such Rule 12b-1) with PFD, whereby PFD provides facilities and
personnel and renders services to the Trust in connection with the offering and
distribution of Class B Shares (the "Underwriting Agreement");
WHEREAS, the Trust, on behalf of the Fund, also recognizes and agrees that
(a) PFD may retain the services of firms or individuals to act as dealers or
wholesalers (collectively, the "Dealers") of the Class B Shares in connection
with the offering of Class B Shares, (b) PFD may compensate any Dealer that
sells Class B Shares in the manner and at the rate or rates to be set
<PAGE>
forth in an agreement between PFD and such Dealer and (c) PFD may take such
payments to the Dealers for distribution services out of the fee paid to PFD
hereunder, any deferred sales charges imposed by PFD in connection with the
repurchase of Class B shares, its profits or any other source available to it;
WHEREAS, the Trust, on behalf of the Fund, recognizes and agrees that PFD
may impose certain deferred sales charges in connection with the repurchase of
the Fund's Class B shares by the Trust, and PFD may retain (or receive from the
Trust, on behalf of the Fund, as the case may be) all such deferred sales
charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust, on behalf of the Fund, should adopt and implement this Class B Plan, has
evaluated such information as it deemed necessary to an informed determination
whether this Class B Plan should be adopted and implemented and has considered
such pertinent factors as it deemed necessary to form the basis for a decision
to use assets of the Trust for such purposes, and has determined that there is a
reasonable likelihood that the adoption and implementation of this Class B Plan
will benefit the Fund and its Class B shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Class
B Plan for the Fund as a plan of distribution of Class B Shares in accordance
with Rule 12b-1, on the following terms and conditions:
1. (a) The Trust, on behalf of the Fund, is authorized to
compensate PFD for (1) distribution services and (2) personal and
account maintenance services performed and expenses incurred by
PFD in connection with the Trust's Class B shares. Such
compensation shall be calculated and accrued daily and paid
quarterly or at such other intervals as the Board of Trustees may
determine.
(b) The amount of compensation paid during any one year
for distribution services shall be .75% of the
-2-
<PAGE>
average daily net assets of the Trust attributable to such year.
(c) Distribution services and expenses for which PFD may
be compensated pursuant to this Plan include, without limitation:
compensation to and expenses (including allocable overhead, travel
and telephone expenses) of (i) Dealers, brokers and other dealers
who are members of the National Association of Securities Dealers,
Inc. ("NASD") or their officers, sales representatives and
employees; (ii) PFD and any of its affiliates and any of their
respective officers, sales representatives and employees, (iii)
banks and their officers, sales representatives and employees who
engage in or support distribution of the Fund's Class B shares;
printing of reports and prospectuses for other than existing
shareholders; and preparation, printing and distribution of sales
literature and advertising materials.
(d) The amount of compensation paid for personal and
account maintenance services and expenses shall be .25% of the
average daily net assets of the Fund attributable to such year. As
partial consideration for personal services and/or account
maintenance services provided by PFD to the Class B shares, PFD
shall be entitled to be paid any fees payable under this clause
(d) with respect to Class B Shares for which no dealer of record
exists, 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 its affiliates, banks, or other brokers
and dealers who are members of the NASD or their officers, sales
representatives and employees who respond to inquiries of, and
furnish assistance to, shareholders regarding
-3-
<PAGE>
their ownership of Class B shares or their accounts or who provide
similar services not otherwise provided by or on behalf of the
Fund.
(f) PFD may impose certain deferred sales charges in
connection with the repurchase of the Fund's Class B shares by the
Trust and PFD may retain (or receive from the Fund as the case may
be) all such deferred sales charges.
(g) Appropriate adjustments to payments made pursuant to
clauses (b) and (d) of this paragraph 1 shall be made whenever
necessary to ensure that no payment is made by the Fund in excess
of the applicable maximum cap imposed on asset based, front-end
and deferred sales charges by subsection (d) of Section 26 of
Article III of the Rules of Fair Practice of the NASD.
2. The Trust, on behalf of the Fund, understands that agreements between
PFD and Dealers may provide for payment of fees to Dealers in connection with
the sale of the Fund's Class B Shares and the provision of services to
shareholders of the Fund. Nothing in this Class B Plan shall be construed as
requiring the Fund to make any payment to any Dealer or to have any obligations
to any Dealer in connection with services as a dealer of the Fund's Class B
Shares. PFD shall agree and undertake that any agreement entered into between
PFD and any Dealer shall provide that such Dealer shall look solely to PFD for
compensation for its services thereunder and that in no event shall such Dealer
seek any payment from the Trust or the Fund.
3. Nothing herein contained shall be deemed to require the Trust, on behalf
of the Fund, to take any action contrary to its Declaration of Trust, as it may
be amended or restated from time to time, or By-Laws or any applicable statutory
or regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the Trust's Board of Trustees of the responsibility for and
control of the conduct of the affairs of the Fund.
-4-
<PAGE>
4. This Class B Plan shall become effective upon approval by a vote of the
Board of Trustees and a vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Fund's Class B Plan or in any agreements
related to the Fund's Class B Plan (the "Qualified Trustees"), such votes to be
cast in person at a meeting called for the purpose of voting on this Class B
Plan.
5. This Class B Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Class B Plan shall expire on April
30, 1995.
6. This Class B Plan may be amended at any time by the Board of Trustees,
provided that this Class B Plan may not be amended to increase materially the
limitations on the annual percentage of average net assets which may be expended
hereunder without the approval of holders of a "majority of the outstanding
Class B voting securities" of the Fund and may not be materially amended in any
case without a vote of a majority of the Qualified Trustees or by a vote of the
holders of a "majority of the outstanding voting securities" of Class B of the
Fund.
7. The Trust, on behalf of the Fund, and PFD shall provide to the Trust's
Board of Trustees, and the Board of Trustees shall review, at least quarterly, a
written report of the amounts expended under this Class B Plan and the purposes
for which such expenditures were made.
8. While this Class B Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
9. For the purposes of this Class B Plan, the terms "interested persons,"
"majority of the outstanding voting
-5-
<PAGE>
securities" and "specifically approved at least annually" are used as defined in
the 1940 Act.
10. The Trust, on behalf of the Fund, shall preserve copies of this Class B
Plan, and each agreement related hereto and each report referred to in Paragraph
7 hereof (collectively, the "Records"), for a period of not less than six (6)
years from the end of the fiscal year in which such Records were made and for a
period of two (2) years, each of such Records shall be kept in an easily
accessible place.
11. This Class B Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
12. If any provision of this Class B Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Class B Plan
shall not be affected thereby.
-6-
CLASS B DISTRIBUTION PLAN
PIONEER GROWTH TRUST ON BEHALF OF
PIONEER GOLD SHARES
CLASS B DISTRIBUTION PLAN, dated as of April 4, 1994 of PIONEER GOLD SHARES
(the "Fund"), a series of Pioneer Growth Trust, a Massachusetts business trust
(the "Trust").
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust, on behalf of the Fund, intends to distribute shares of
beneficial interest (the "Class B Shares") of the Fund in accordance with Rule
12b-1 promulgated by the Securities and Exchange Commission under the 1940 Act
("Rule 12b-1"), and desires to adopt this Class B distribution plan (the "Class
B Plan") as a plan of distribution pursuant to such Rule;
WHEREAS, the Trust, on behalf of the Fund, desires that Pioneer Funds
Distributor, Inc., a Massachusetts corporation ("PFD"), provide certain
distribution services for the Trust's Class B Shares in connection with the
Class B Plan;
WHEREAS, the Trust, on behalf of the Fund, has entered into an underwriting
agreement (in a form approved by the Trust's Board of Trustees in a manner
specified in such Rule 12b-1) with PFD, whereby PFD provides facilities and
personnel and renders services to the Trust in connection with the offering and
distribution of Class B Shares (the "Underwriting Agreement");
WHEREAS, the Trust, on behalf of the Fund, also recognizes and agrees that
(a) PFD may retain the services of firms or individuals to act as dealers or
wholesalers (collectively, the "Dealers") of the Class B Shares in connection
with the offering of Class B Shares, (b) PFD may compensate any Dealer that
sells Class B Shares in the manner and at the rate or rates to be set
<PAGE>
forth in an agreement between PFD and such Dealer and (c) PFD may take such
payments to the Dealers for distribution services out of the fee paid to PFD
hereunder, any deferred sales charges imposed by PFD in connection with the
repurchase of Class B shares, its profits or any other source available to it;
WHEREAS, the Trust, on behalf of the Fund, recognizes and agrees that PFD
may impose certain deferred sales charges in connection with the repurchase of
the Fund's Class B shares by the Trust, and PFD may retain (or receive from the
Trust, on behalf of the Fund, as the case may be) all such deferred sales
charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust, on behalf of the Fund, should adopt and implement this Class B Plan, has
evaluated such information as it deemed necessary to an informed determination
whether this Class B Plan should be adopted and implemented and has considered
such pertinent factors as it deemed necessary to form the basis for a decision
to use assets of the Trust for such purposes, and has determined that there is a
reasonable likelihood that the adoption and implementation of this Class B Plan
will benefit the Fund and its Class B shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Class
B Plan for the Fund as a plan of distribution of Class B Shares in accordance
with Rule 12b-1, on the following terms and conditions:
1. (a) The Trust, on behalf of the Fund, is authorized to
compensate PFD for (1) distribution services and (2) personal and
account maintenance services performed and expenses incurred by
PFD in connection with the Trust's Class B shares. Such
compensation shall be calculated and accrued daily and paid
quarterly or at such other intervals as the Board of Trustees may
determine.
(b) The amount of compensation paid during any one year
for distribution services shall be .75% of the
-2-
<PAGE>
average daily net assets of the Trust attributable to such year.
(c) Distribution services and expenses for which PFD may
be compensated pursuant to this Plan include, without limitation:
compensation to and expenses (including allocable overhead, travel
and telephone expenses) of (i) Dealers, brokers and other dealers
who are members of the National Association of Securities Dealers,
Inc. ("NASD") or their officers, sales representatives and
employees; (ii) PFD and any of its affiliates and any of their
respective officers, sales representatives and employees, (iii)
banks and their officers, sales representatives and employees who
engage in or support distribution of the Fund's Class B shares;
printing of reports and prospectuses for other than existing
shareholders; and preparation, printing and distribution of sales
literature and advertising materials.
(d) The amount of compensation paid for personal and
account maintenance services and expenses shall be .25% of the
average daily net assets of the Fund attributable to such year. As
partial consideration for personal services and/or account
maintenance services provided by PFD to the Class B shares, PFD
shall be entitled to be paid any fees payable under this clause
(d) with respect to Class B Shares for which no dealer of record
exists, 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 its affiliates, banks, or other brokers
and dealers who are members of the NASD or their officers, sales
representatives and employees who respond to inquiries of, and
furnish assistance to, shareholders regarding
-3-
<PAGE>
their ownership of Class B shares or their accounts or who provide
similar services not otherwise provided by or on behalf of the
Fund.
(f) PFD may impose certain deferred sales charges in
connection with the repurchase of the Fund's Class B shares by the
Trust and PFD may retain (or receive from the Fund as the case may
be) all such deferred sales charges.
(g) Appropriate adjustments to payments made pursuant to
clauses (b) and (d) of this paragraph 1 shall be made whenever
necessary to ensure that no payment is made by the Fund in excess
of the applicable maximum cap imposed on asset based, front-end
and deferred sales charges by subsection (d) of Section 26 of
Article III of the Rules of Fair Practice of the NASD.
2. The Trust, on behalf of the Fund, understands that agreements between
PFD and Dealers may provide for payment of fees to Dealers in connection with
the sale of the Fund's Class B Shares and the provision of services to
shareholders of the Fund. Nothing in this Class B Plan shall be construed as
requiring the Fund to make any payment to any Dealer or to have any obligations
to any Dealer in connection with services as a dealer of the Fund's Class B
Shares. PFD shall agree and undertake that any agreement entered into between
PFD and any Dealer shall provide that such Dealer shall look solely to PFD for
compensation for its services thereunder and that in no event shall such Dealer
seek any payment from the Trust or the Fund.
3. Nothing herein contained shall be deemed to require the Trust, on behalf
of the Fund, to take any action contrary to its Declaration of Trust, as it may
be amended or restated from time to time, or By-Laws or any applicable statutory
or regulatory requirement to which it is subject or by which it is bound, or to
relieve or deprive the Trust's Board of Trustees of the responsibility for and
control of the conduct of the affairs of the Fund.
-4-
<PAGE>
4. This Class B Plan shall become effective upon approval by a vote of the
Board of Trustees and a vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the Fund's Class B Plan or in any agreements
related to the Fund's Class B Plan (the "Qualified Trustees"), such votes to be
cast in person at a meeting called for the purpose of voting on this Class B
Plan.
5. This Class B Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Class B Plan shall expire on April
30, 1995.
6. This Class B Plan may be amended at any time by the Board of Trustees,
provided that this Class B Plan may not be amended to increase materially the
limitations on the annual percentage of average net assets which may be expended
hereunder without the approval of holders of a "majority of the outstanding
Class B voting securities" of the Fund and may not be materially amended in any
case without a vote of a majority of the Qualified Trustees or by a vote of the
holders of a "majority of the outstanding voting securities" of Class B of the
Fund.
7. The Trust, on behalf of the Fund, and PFD shall provide to the Trust's
Board of Trustees, and the Board of Trustees shall review, at least quarterly, a
written report of the amounts expended under this Class B Plan and the purposes
for which such expenditures were made.
8. While this Class B Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
9. For the purposes of this Class B Plan, the terms "interested persons,"
"majority of the outstanding voting
-5-
<PAGE>
securities" and "specifically approved at least annually" are used as defined in
the 1940 Act.
10. The Trust, on behalf of the Fund, shall preserve copies of this Class B
Plan, and each agreement related hereto and each report referred to in Paragraph
7 hereof (collectively, the "Records"), for a period of not less than six (6)
years from the end of the fiscal year in which such Records were made and for a
period of two (2) years, each of such Records shall be kept in an easily
accessible place.
11. This Class B Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
12. If any provision of this Class B Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Class B Plan
shall not be affected thereby.
-6-
CLASS C SHARES DISTRIBUTION PLAN
PIONEER GROWTH TRUST
on behalf of
PIONEER CAPITAL GROWTH FUND
CLASS C SHARES DISTRIBUTION PLAN, dated as of January 31, 1996 of
PIONEER GROWTH TRUST, a Massachusetts business trust (the "Trust"), on behalf of
PIONEER CAPITAL GROWTH FUND (the "Fund").
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 Fund is a series of the Trust;
WHEREAS, the Fund intends to distribute shares of beneficial interest
(the "Class C Shares") of the Fund in accordance with Rule 12b-1 promulgated by
the Securities and Exchange Commission under the 1940 Act ("Rule 12b-1"), and
desires to adopt this Class C Shares distribution plan (the "Class C Plan") as a
plan of distribution pursuant to such Rule;
WHEREAS, the Fund desires that Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD"), provide certain distribution services for the
Fund's Class C Shares in connection with the Class C Plan;
WHEREAS, the Trust 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) on behalf of the Fund with PFD, whereby PFD provides facilities and
personnel and renders services to the Fund in connection with the offering and
distribution of Class C Shares (the "Underwriting Agreement");
WHEREAS, the Fund also recognizes and agrees that (a) PFD may retain
the services of firms or individuals to act as dealers or wholesalers
(collectively, the "Dealers") of the Class C Shares in connection with the
offering of Class C Shares, (b) PFD may compensate any Dealer that sells Class C
Shares in the manner and at the rate or rates to be set forth in an agreement
between PFD and such Dealer and (c) PFD may make such payments to the Dealers
<PAGE>
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 Fund recognizes and agrees that PFD may impose certain
deferred sales charges in connection with the repurchase of Class C Shares by
the Fund, and PFD may retain (or receive from the Fund, as the case may be) all
such deferred sales charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Fund should adopt and implement this Class C Plan, has evaluated such
information as it deemed necessary to an informed determination whether this
Class C Plan should be adopted and implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use assets of
the Fund 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 Fund and its Class C shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Class C Plan for the Fund as a plan of distribution of Class C Shares in
accordance with Rule 12b-1, on the following terms and conditions:
1. (a) The Fund is authorized to compensate PFD for (1)
distribution services and (2) personal and account maintenance
services performed and expenses incurred by PFD in connection
with the Fund's Class C Shares. Such compensation shall be
calculated and accrued daily and paid quarterly or at such
other intervals as the Board of Trustees may determine.
(b) The amount of compensation paid during any one
year for distribution services with respect to Class C Shares
shall be .75% of the Fund's average daily net assets
attributable to Class C Shares for such year.
(c) Distribution services and expenses for which PFD
may be compensated pursuant to this Plan include, without
limitation: compensation to and expenses (including allocable
overhead, travel and telephone expenses) of (i) Dealers,
brokers and other dealers who are members of the National
Association of Securities Dealers, Inc. ("NASD") or their
officers, sales representatives and employees, (ii) PFD and
any of its affiliates and any of their respective officers,
sales representatives and employees, (iii) banks and their
officers, sales representatives and employees, who
-2-
<PAGE>
engage in or support distribution of the Fund's Class C
Shares; printing of reports and prospectuses for other than
existing shareholders; and preparation, printing and
distribution of sales literature and advertising materials.
(d) The amount of compensation paid during any one
year for personal and account maintenance services and
expenses shall be .25% of the Fund's average daily net assets
attributable to Class C Shares for such year. As partial
consideration for personal services and/or account maintenance
services provided by PFD to the Class C Shares, PFD shall be
entitled to be paid any fees payable under this clause (d)
with respect to Class C shares for which no dealer of record
exists, where less than all consideration has been paid to a
dealer of record or where qualification standards have not
been met.
(e) Personal and account maintenance services for
which PFD or any of its affiliates, banks or Dealers may be
compensated pursuant to this Plan include, without limitation:
payments made to or on account of PFD or any of its
affiliates, banks, other brokers and dealers who are members
of the NASD, or their officers, sales representatives and
employees, who respond to inquiries of, and furnish assistance
to, shareholders regarding their ownership of Class C Shares
or their accounts or who provide similar services not
otherwise provided by or on behalf of the Fund.
(f) PFD may impose certain deferred sales charges in
connection with the repurchase of Class C Shares by the Fund
and PFD may retain (or receive from the Fund as the case may
be) all such deferred sales charges.
(g) Appropriate adjustments to payments made pursuant
to clauses (b) and (d) of this paragraph 1 shall be made
whenever necessary to ensure that no payment is made by the
Fund in excess of the applicable maximum cap imposed on asset
based, front-end and deferred sales charges by subsection (d)
of Section 26 of Article III of the Rules of Fair Practice of
the NASD.
2. The Fund understands that agreements between PFD and
Dealers may provide for payment of fees to Dealers in connection with the sale
of Class C Shares and the provision of services to shareholders of the Fund.
Nothing in this Class C Plan shall be construed as requiring the Fund to make
any payment to any Dealer
-3-
<PAGE>
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 Fund or the Trust.
3. Nothing herein contained shall be deemed to require the
Trust or the Fund to take any action contrary to the Trust's 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 they are subject or by
which they are 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 or
the Fund.
4. This Class C Plan shall become effective upon approval by
(i) a "majority of the outstanding voting securities" of Class C of the Fund,
(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 or the Fund and who have
no direct or indirect financial interest in the operation of the Class C Plan or
in any agreements related to the Class C Plan (the "Qualified Trustees"), such
votes with respect to (ii) and (iii) above to be cast in person at a meeting
called for the purpose of voting on this Class C Plan.
5. This Class C Plan will remain in effect indefinitely,
provided that such continuance is "specifically approved at least annually" by a
vote of both a majority of the Trustees of the Trust and a majority of the
Qualified Trustees. If such annual approval is not obtained, this Class C Plan
shall expire on ________ __, 1997.
6. This Class C Plan may be amended at any time by the Board
of Trustees, provided that this Class C Plan may not be amended to increase
materially the limitations on the annual percentage of average net assets which
may be expended hereunder without the approval of holders of a "majority of the
outstanding voting securities" of Class C of the Fund and may not be materially
amended in any case without a vote of a majority of both the Trustees and the
Qualified Trustees. This Class C Plan may be terminated at any time by a vote of
a majority of the Qualified Trustees or by a vote of the holders of a "majority
of the outstanding voting securities" of Class C of the Fund.
-4-
<PAGE>
7. The Fund and PFD shall provide to the Trust's Board of
Trustees, and the Board of Trustees shall review, at least quarterly, a written
report of the amounts expended under this Class C Plan and the purposes for
which such expenditures were made.
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 or the Fund.
9. For the purposes of this Class C Plan, the terms
"assignment," "interested persons," "majority of the outstanding voting
securities" and "specifically approved at least annually" are used as defined in
the 1940 Act.
10. The Trust shall preserve copies of this Class C Plan, and
each agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and, for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.
11. This Class C Plan shall be construed in accordance with
the laws of The Commonwealth of Massachusetts and the applicable provisions of
the 1940 Act.
12. If any provision of this Class C Plan shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
the Class C Plan shall not be affected thereby.
-5-
CLASS C SHARES DISTRIBUTION PLAN
PIONEER GROWTH TRUST
on behalf of
PIONEER EQUITY-INCOME FUND
CLASS C SHARES DISTRIBUTION PLAN, dated as of January 31, 1996 of
PIONEER GROWTH TRUST, a Massachusetts business trust (the "Trust"), on behalf of
PIONEER EQUITY-INCOME FUND (the "Fund").
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 Fund is a series of the Trust;
WHEREAS, the Fund intends to distribute shares of beneficial interest
(the "Class C Shares") of the Fund in accordance with Rule 12b-1 promulgated by
the Securities and Exchange Commission under the 1940 Act ("Rule 12b-1"), and
desires to adopt this Class C Shares distribution plan (the "Class C Plan") as a
plan of distribution pursuant to such Rule;
WHEREAS, the Fund desires that Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD"), provide certain distribution services for the
Fund's Class C Shares in connection with the Class C Plan;
WHEREAS, the Trust 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) on behalf of the Fund with PFD, whereby PFD provides facilities and
personnel and renders services to the Fund in connection with the offering and
distribution of Class C Shares (the "Underwriting Agreement");
WHEREAS, the Fund also recognizes and agrees that (a) PFD may retain
the services of firms or individuals to act as dealers or wholesalers
(collectively, the "Dealers") of the Class C Shares in connection with the
offering of Class C Shares, (b) PFD may compensate any Dealer that sells Class C
Shares in the manner and at the rate or rates to be set forth in an agreement
between PFD and such Dealer and (c) PFD may make such payments to the Dealers
<PAGE>
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 Fund recognizes and agrees that PFD may impose certain
deferred sales charges in connection with the repurchase of Class C Shares by
the Fund, and PFD may retain (or receive from the Fund, as the case may be) all
such deferred sales charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Fund should adopt and implement this Class C Plan, has evaluated such
information as it deemed necessary to an informed determination whether this
Class C Plan should be adopted and implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use assets of
the Fund 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 Fund and its Class C shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Class C Plan for the Fund as a plan of distribution of Class C Shares in
accordance with Rule 12b-1, on the following terms and conditions:
1. (a) The Fund is authorized to compensate PFD for (1)
distribution services and (2) personal and account maintenance
services performed and expenses incurred by PFD in connection
with the Fund's Class C Shares. Such compensation shall be
calculated and accrued daily and paid quarterly or at such
other intervals as the Board of Trustees may determine.
(b) The amount of compensation paid during any one
year for distribution services with respect to Class C Shares
shall be .75% of the Fund's average daily net assets
attributable to Class C Shares for such year.
(c) Distribution services and expenses for which PFD
may be compensated pursuant to this Plan include, without
limitation: compensation to and expenses (including allocable
overhead, travel and telephone expenses) of (i) Dealers,
brokers and other dealers who are members of the National
Association of Securities Dealers, Inc. ("NASD") or their
officers, sales representatives and employees, (ii) PFD and
any of its affiliates and any of their respective officers,
sales representatives and employees, (iii) banks and their
officers, sales representatives and employees, who
-2-
<PAGE>
engage in or support distribution of the Fund's Class C
Shares; printing of reports and prospectuses for other than
existing shareholders; and preparation, printing and
distribution of sales literature and advertising materials.
(d) The amount of compensation paid during any one
year for personal and account maintenance services and
expenses shall be .25% of the Fund's average daily net assets
attributable to Class C Shares for such year. As partial
consideration for personal services and/or account maintenance
services provided by PFD to the Class C Shares, PFD shall be
entitled to be paid any fees payable under this clause (d)
with respect to Class C shares for which no dealer of record
exists, where less than all consideration has been paid to a
dealer of record or where qualification standards have not
been met.
(e) Personal and account maintenance services for
which PFD or any of its affiliates, banks or Dealers may be
compensated pursuant to this Plan include, without limitation:
payments made to or on account of PFD or any of its
affiliates, banks, other brokers and dealers who are members
of the NASD, or their officers, sales representatives and
employees, who respond to inquiries of, and furnish assistance
to, shareholders regarding their ownership of Class C Shares
or their accounts or who provide similar services not
otherwise provided by or on behalf of the Fund.
(f) PFD may impose certain deferred sales charges in
connection with the repurchase of Class C Shares by the Fund
and PFD may retain (or receive from the Fund as the case may
be) all such deferred sales charges.
(g) Appropriate adjustments to payments made pursuant
to clauses (b) and (d) of this paragraph 1 shall be made
whenever necessary to ensure that no payment is made by the
Fund in excess of the applicable maximum cap imposed on asset
based, front-end and deferred sales charges by subsection (d)
of Section 26 of Article III of the Rules of Fair Practice of
the NASD.
2. The Fund understands that agreements between PFD and
Dealers may provide for payment of fees to Dealers in connection with the sale
of Class C Shares and the provision of services to shareholders of the Fund.
Nothing in this Class C Plan shall be construed as requiring the Fund to make
any payment to any Dealer
-3-
<PAGE>
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 Fund or the Trust.
3. Nothing herein contained shall be deemed to require the
Trust or the Fund to take any action contrary to the Trust's 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 they are subject or by
which they are 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 or
the Fund.
4. This Class C Plan shall become effective upon approval by
(i) a "majority of the outstanding voting securities" of Class C of the Fund,
(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 or the Fund and who have
no direct or indirect financial interest in the operation of the Class C Plan or
in any agreements related to the Class C Plan (the "Qualified Trustees"), such
votes with respect to (ii) and (iii) above to be cast in person at a meeting
called for the purpose of voting on this Class C Plan.
5. This Class C Plan will remain in effect indefinitely,
provided that such continuance is "specifically approved at least annually" by a
vote of both a majority of the Trustees of the Trust and a majority of the
Qualified Trustees. If such annual approval is not obtained, this Class C Plan
shall expire on ________ __, 1997.
6. This Class C Plan may be amended at any time by the Board
of Trustees, provided that this Class C Plan may not be amended to increase
materially the limitations on the annual percentage of average net assets which
may be expended hereunder without the approval of holders of a "majority of the
outstanding voting securities" of Class C of the Fund and may not be materially
amended in any case without a vote of a majority of both the Trustees and the
Qualified Trustees. This Class C Plan may be terminated at any time by a vote of
a majority of the Qualified Trustees or by a vote of the holders of a "majority
of the outstanding voting securities" of Class C of the Fund.
-4-
<PAGE>
7. The Fund and PFD shall provide to the Trust's Board of
Trustees, and the Board of Trustees shall review, at least quarterly, a written
report of the amounts expended under this Class C Plan and the purposes for
which such expenditures were made.
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 or the Fund.
9. For the purposes of this Class C Plan, the terms
"assignment," "interested persons," "majority of the outstanding voting
securities" and "specifically approved at least annually" are used as defined in
the 1940 Act.
10. The Trust shall preserve copies of this Class C Plan, and
each agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and, for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.
11. This Class C Plan shall be construed in accordance with
the laws of The Commonwealth of Massachusetts and the applicable provisions of
the 1940 Act.
12. If any provision of this Class C Plan shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
the Class C Plan shall not be affected thereby.
-5-
CLASS C SHARES DISTRIBUTION PLAN
PIONEER GROWTH TRUST
on behalf of
PIONEER GOLD SHARES
CLASS C SHARES DISTRIBUTION PLAN, dated as of January 31, 1996 of
PIONEER GROWTH TRUST, a Massachusetts business trust (the "Trust"), on behalf of
PIONEER GOLD SHARES (the "Fund").
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 Fund is a series of the Trust;
WHEREAS, the Fund intends to distribute shares of beneficial interest
(the "Class C Shares") of the Fund in accordance with Rule 12b-1 promulgated by
the Securities and Exchange Commission under the 1940 Act ("Rule 12b-1"), and
desires to adopt this Class C Shares distribution plan (the "Class C Plan") as a
plan of distribution pursuant to such Rule;
WHEREAS, the Fund desires that Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD"), provide certain distribution services for the
Fund's Class C Shares in connection with the Class C Plan;
WHEREAS, the Trust 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) on behalf of the Fund with PFD, whereby PFD provides facilities and
personnel and renders services to the Fund in connection with the offering and
distribution of Class C Shares (the "Underwriting Agreement");
WHEREAS, the Fund also recognizes and agrees that (a) PFD may retain
the services of firms or individuals to act as dealers or wholesalers
(collectively, the "Dealers") of the Class C Shares in connection with the
offering of Class C Shares, (b) PFD may compensate any Dealer that sells Class C
Shares in the manner and at the rate or rates to be set forth in an agreement
between PFD and such Dealer and (c) PFD may make such payments to the Dealers
<PAGE>
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 Fund recognizes and agrees that PFD may impose certain
deferred sales charges in connection with the repurchase of Class C Shares by
the Fund, and PFD may retain (or receive from the Fund, as the case may be) all
such deferred sales charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Fund should adopt and implement this Class C Plan, has evaluated such
information as it deemed necessary to an informed determination whether this
Class C Plan should be adopted and implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use assets of
the Fund 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 Fund and its Class C shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this
Class C Plan for the Fund as a plan of distribution of Class C Shares in
accordance with Rule 12b-1, on the following terms and conditions:
1. (a) The Fund is authorized to compensate PFD for (1)
distribution services and (2) personal and account maintenance
services performed and expenses incurred by PFD in connection
with the Fund's Class C Shares. Such compensation shall be
calculated and accrued daily and paid quarterly or at such
other intervals as the Board of Trustees may determine.
(b) The amount of compensation paid during any one
year for distribution services with respect to Class C Shares
shall be .75% of the Fund's average daily net assets
attributable to Class C Shares for such year.
(c) Distribution services and expenses for which PFD
may be compensated pursuant to this Plan include, without
limitation: compensation to and expenses (including allocable
overhead, travel and telephone expenses) of (i) Dealers,
brokers and other dealers who are members of the National
Association of Securities Dealers, Inc. ("NASD") or their
officers, sales representatives and employees, (ii) PFD and
any of its affiliates and any of their respective officers,
sales representatives and employees, (iii) banks and their
officers, sales representatives and employees, who
-2-
<PAGE>
engage in or support distribution of the Fund's Class C
Shares; printing of reports and prospectuses for other than
existing shareholders; and preparation, printing and
distribution of sales literature and advertising materials.
(d) The amount of compensation paid during any one
year for personal and account maintenance services and
expenses shall be .25% of the Fund's average daily net assets
attributable to Class C Shares for such year. As partial
consideration for personal services and/or account maintenance
services provided by PFD to the Class C Shares, PFD shall be
entitled to be paid any fees payable under this clause (d)
with respect to Class C shares for which no dealer of record
exists, where less than all consideration has been paid to a
dealer of record or where qualification standards have not
been met.
(e) Personal and account maintenance services for
which PFD or any of its affiliates, banks or Dealers may be
compensated pursuant to this Plan include, without limitation:
payments made to or on account of PFD or any of its
affiliates, banks, other brokers and dealers who are members
of the NASD, or their officers, sales representatives and
employees, who respond to inquiries of, and furnish assistance
to, shareholders regarding their ownership of Class C Shares
or their accounts or who provide similar services not
otherwise provided by or on behalf of the Fund.
(f) PFD may impose certain deferred sales charges in
connection with the repurchase of Class C Shares by the Fund
and PFD may retain (or receive from the Fund as the case may
be) all such deferred sales charges.
(g) Appropriate adjustments to payments made pursuant
to clauses (b) and (d) of this paragraph 1 shall be made
whenever necessary to ensure that no payment is made by the
Fund in excess of the applicable maximum cap imposed on asset
based, front-end and deferred sales charges by subsection (d)
of Section 26 of Article III of the Rules of Fair Practice of
the NASD.
2. The Fund understands that agreements between PFD and
Dealers may provide for payment of fees to Dealers in connection with the sale
of Class C Shares and the provision of services to shareholders of the Fund.
Nothing in this Class C Plan shall be construed as requiring the Fund to make
any payment to any Dealer
-3-
<PAGE>
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 Fund or the Trust.
3. Nothing herein contained shall be deemed to require the
Trust or the Fund to take any action contrary to the Trust's 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 they are subject or by
which they are 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 or
the Fund.
4. This Class C Plan shall become effective upon approval by
(i) a "majority of the outstanding voting securities" of Class C of the Fund,
(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 or the Fund and who have
no direct or indirect financial interest in the operation of the Class C Plan or
in any agreements related to the Class C Plan (the "Qualified Trustees"), such
votes with respect to (ii) and (iii) above to be cast in person at a meeting
called for the purpose of voting on this Class C Plan.
5. This Class C Plan will remain in effect indefinitely,
provided that such continuance is "specifically approved at least annually" by a
vote of both a majority of the Trustees of the Trust and a majority of the
Qualified Trustees. If such annual approval is not obtained, this Class C Plan
shall expire on ________ __, 1997.
6. This Class C Plan may be amended at any time by the Board
of Trustees, provided that this Class C Plan may not be amended to increase
materially the limitations on the annual percentage of average net assets which
may be expended hereunder without the approval of holders of a "majority of the
outstanding voting securities" of Class C of the Fund and may not be materially
amended in any case without a vote of a majority of both the Trustees and the
Qualified Trustees. This Class C Plan may be terminated at any time by a vote of
a majority of the Qualified Trustees or by a vote of the holders of a "majority
of the outstanding voting securities" of Class C of the Fund.
-4-
<PAGE>
7. The Fund and PFD shall provide to the Trust's Board of
Trustees, and the Board of Trustees shall review, at least quarterly, a written
report of the amounts expended under this Class C Plan and the purposes for
which such expenditures were made.
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 or the Fund.
9. For the purposes of this Class C Plan, the terms
"assignment," "interested persons," "majority of the outstanding voting
securities" and "specifically approved at least annually" are used as defined in
the 1940 Act.
10. The Trust shall preserve copies of this Class C Plan, and
each agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and, for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.
11. This Class C Plan shall be construed in accordance with
the laws of The Commonwealth of Massachusetts and the applicable provisions of
the 1940 Act.
12. If any provision of this Class C Plan shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
the Class C Plan shall not be affected thereby.
-5-
[ARTICLE] 6
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 032
[NAME] PIONEER GOLD SHARES CLASS B
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1995
[PERIOD-END] OCT-31-1995
[INVESTMENTS-AT-COST] 27071156
[INVESTMENTS-AT-VALUE] 26127846
[RECEIVABLES] 147247
[ASSETS-OTHER] 17109
[OTHER-ITEMS-ASSETS] 852
[TOTAL-ASSETS] 26293054
[PAYABLE-FOR-SECURITIES] 49878
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 69279
[TOTAL-LIABILITIES] 119157
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 27202264
[SHARES-COMMON-STOCK] 261928
[SHARES-COMMON-PRIOR] 120490
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (84398)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (943969)
[NET-ASSETS] 26173897
[DIVIDEND-INCOME] 322209
[INTEREST-INCOME] 106972
[OTHER-INCOME] 0
[EXPENSES-NET] (480411)
[NET-INVESTMENT-INCOME] (51230)
[REALIZED-GAINS-CURRENT] 6397
[APPREC-INCREASE-CURRENT] (4123733)
[NET-CHANGE-FROM-OPS] (4168566)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 443501
[NUMBER-OF-SHARES-REDEEMED] 302063
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] (945174)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 113251
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 174094
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 623867
[AVERAGE-NET-ASSETS] 1470887
[PER-SHARE-NAV-BEGIN] 7.89
[PER-SHARE-NII] (0.05)
[PER-SHARE-GAIN-APPREC] (1.11)
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 6.73
[EXPENSE-RATIO] 2.57
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
<PAGE>
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 031
[NAME] PIONEER GOLD SHARES CLASS A
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1995
[PERIOD-END] OCT-31-1995
[INVESTMENTS-AT-COST] 27071156
[INVESTMENTS-AT-VALUE] 26127846
[RECEIVABLES] 147247
[ASSETS-OTHER] 17109
[OTHER-ITEMS-ASSETS] 852
[TOTAL-ASSETS] 26293054
[PAYABLE-FOR-SECURITIES] 49878
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 69279
[TOTAL-LIABILITIES] 119157
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 27202264
[SHARES-COMMON-STOCK] 3588062
[SHARES-COMMON-PRIOR] 3296503
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (84398)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (943969)
[NET-ASSETS] 26173897
[DIVIDEND-INCOME] 322209
[INTEREST-INCOME] 106972
[OTHER-INCOME] 0
[EXPENSES-NET] (480411)
[NET-INVESTMENT-INCOME] (51230)
[REALIZED-GAINS-CURRENT] 6397
[APPREC-INCREASE-CURRENT] (4123733)
[NET-CHANGE-FROM-OPS] (4168566)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 2085125
[NUMBER-OF-SHARES-REDEEMED] 1793566
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] (945174)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 113251
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 174094
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 623867
[AVERAGE-NET-ASSETS] 25339231
[PER-SHARE-NAV-BEGIN] 7.94
[PER-SHARE-NII] (0.01)
[PER-SHARE-GAIN-APPREC] (1.13)
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 6.80
[EXPENSE-RATIO] 1.76
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
<PAGE>
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 012
[NAME] PIONEER CAPITAL GROWTH FUND CLASS B
[MULTIPLIER] 1000
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1995
[PERIOD-END] OCT-31-1995
[INVESTMENTS-AT-COST] 1101818
[INVESTMENTS-AT-VALUE] 1155206
[RECEIVABLES] 16153
[ASSETS-OTHER] 34
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 1171393
[PAYABLE-FOR-SECURITIES] 12325
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1981
[TOTAL-LIABILITIES] 14306
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 982999
[SHARES-COMMON-STOCK] 16232650
[SHARES-COMMON-PRIOR] 2468865
[ACCUMULATED-NII-CURRENT] 3285
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 117700
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 53103
[NET-ASSETS] 1157087
[DIVIDEND-INCOME] 5372
[INTEREST-INCOME] 7859
[OTHER-INCOME] 311
[EXPENSES-NET] (10257)
[NET-INVESTMENT-INCOME] 3285
[REALIZED-GAINS-CURRENT] 118604
[APPREC-INCREASE-CURRENT] 13149
[NET-CHANGE-FROM-OPS] 135038
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] (3342)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 14855
[NUMBER-OF-SHARES-REDEEMED] 1278
[SHARES-REINVESTED] 186
[NET-CHANGE-IN-ASSETS] 708724
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 28413760
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 4584
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 10457
[AVERAGE-NET-ASSETS] 161736
[PER-SHARE-NAV-BEGIN] 17.20
[PER-SHARE-NII] (0.01)
[PER-SHARE-GAIN-APPREC] 2.96
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] (0.95)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 19.20
[EXPENSE-RATIO] 1.93
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
<PAGE>
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 011
[NAME] PIONEER CAPITAL GROWTH FUND CLASS A
[MULTIPLIER] 1000
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1995
[PERIOD-END] OCT-31-1995
[INVESTMENTS-AT-COST] 1101818
[INVESTMENTS-AT-VALUE] 1155206
[RECEIVABLES] 16153
[ASSETS-OTHER] 34
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 1171393
[PAYABLE-FOR-SECURITIES] 12325
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1981
[TOTAL-LIABILITIES] 14306
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 982999
[SHARES-COMMON-STOCK] 43541434
[SHARES-COMMON-PRIOR] 23513908
[ACCUMULATED-NII-CURRENT] 3285
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 117700
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 53103
[NET-ASSETS] 1157087
[DIVIDEND-INCOME] 5372
[INTEREST-INCOME] 7859
[OTHER-INCOME] 311
[EXPENSES-NET] (10257)
[NET-INVESTMENT-INCOME] 3285
[REALIZED-GAINS-CURRENT] 118604
[APPREC-INCREASE-CURRENT] 13149
[NET-CHANGE-FROM-OPS] 135038
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] (24106)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 31218
[NUMBER-OF-SHARES-REDEEMED] 12607
[SHARES-REINVESTED] 1416
[NET-CHANGE-IN-ASSETS] 708724
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 28413760
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 4584
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 10457
[AVERAGE-NET-ASSETS] 631315
[PER-SHARE-NAV-BEGIN] 17.26
[PER-SHARE-NII] 0.08
[PER-SHARE-GAIN-APPREC] 3.03
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] (0.95)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 19.42
[EXPENSE-RATIO] 1.16
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
<PAGE>
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 021
[NAME] PIONEER EQUITY-INCOME CLASS A
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1995
[PERIOD-END] OCT-31-1995
[INVESTMENTS-AT-COST] 271521453
[INVESTMENTS-AT-VALUE] 310136179
[RECEIVABLES] 2894427
[ASSETS-OTHER] 10578
[OTHER-ITEMS-ASSETS] 5284
[TOTAL-ASSETS] 313046468
[PAYABLE-FOR-SECURITIES] 2237563
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 394755
[TOTAL-LIABILITIES] 2632318
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 268867945
[SHARES-COMMON-STOCK] 13722376
[SHARES-COMMON-PRIOR] 10888088
[ACCUMULATED-NII-CURRENT] 474567
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 2457195
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 38614443
[NET-ASSETS] 310414150
[DIVIDEND-INCOME] 10537925
[INTEREST-INCOME] 329785
[OTHER-INCOME] 0
[EXPENSES-NET] (3285783)
[NET-INVESTMENT-INCOME] 7581927
[REALIZED-GAINS-CURRENT] 2578622
[APPREC-INCREASE-CURRENT] 35460573
[NET-CHANGE-FROM-OPS] 45621122
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (6559110)
[DISTRIBUTIONS-OF-GAINS] (4472881)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 5290568
[NUMBER-OF-SHARES-REDEEMED] 3101300
[SHARES-REINVESTED] 645020
[NET-CHANGE-IN-ASSETS] 121808226
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 4766366
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1559459
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 3331811
[AVERAGE-NET-ASSETS] 206907104
[PER-SHARE-NAV-BEGIN] 16.16
[PER-SHARE-NII] 0.54
[PER-SHARE-GAIN-APPREC] 2.45
[PER-SHARE-DIVIDEND] (0.53)
[PER-SHARE-DISTRIBUTIONS] (0.40)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 18.22
[EXPENSE-RATIO] 1.29
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
<PAGE>
[CIK] 0000863334
[NAME] PIONEER GROWTH TRUST
[SERIES]
[NUMBER] 022
[NAME] PIONEER EQUITY-INCOME CLASS B
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1995
[PERIOD-END] OCT-31-1995
[INVESTMENTS-AT-COST] 271521453
[INVESTMENTS-AT-VALUE] 310136179
[RECEIVABLES] 2894427
[ASSETS-OTHER] 10578
[OTHER-ITEMS-ASSETS] 5284
[TOTAL-ASSETS] 313046468
[PAYABLE-FOR-SECURITIES] 2237563
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 394755
[TOTAL-LIABILITIES] 2632318
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 268867945
[SHARES-COMMON-STOCK] 3328803
[SHARES-COMMON-PRIOR] 784433
[ACCUMULATED-NII-CURRENT] 474567
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 2457195
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 38614443
[NET-ASSETS] 310414150
[DIVIDEND-INCOME] 10537925
[INTEREST-INCOME] 329785
[OTHER-INCOME] 0
[EXPENSES-NET] (3285783)
[NET-INVESTMENT-INCOME] 7581927
[REALIZED-GAINS-CURRENT] 2578622
[APPREC-INCREASE-CURRENT] 35460573
[NET-CHANGE-FROM-OPS] 45621122
[NUMBER-OF-SHARES-SOLD] 2941211
[NUMBER-OF-SHARES-REDEEMED] 468458
[SHARES-REINVESTED] 71617
[NET-CHANGE-IN-ASSETS] 121808226
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 4766366
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1559459
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 3331811
[AVERAGE-NET-ASSETS] 33396250
[PER-SHARE-NAV-BEGIN] 16.14
[PER-SHARE-NII] 0.45
[PER-SHARE-GAIN-APPREC] 2.41
[PER-SHARE-DIVIDEND] (0.45)
[PER-SHARE-DISTRIBUTIONS] (0.40)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 18.15
[EXPENSE-RATIO] 2.02
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
PIONEER GROWTH TRUST
on behalf of
PIONEER CAPITAL GROWTH FUND
PIONEER EQUITY-INCOME FUND
PIONEER GOLD SHARES
Multiple Class Plan Pursuant to Rule 18f-3
Class A Shares and Class B Shares
October 4, 1995
Each class of shares of Pioneer Capital Growth Fund, Pioneer
Equity-Income Fund and Pioneer Gold Shares (collectively, the "Funds"), each a
series of Pioneer Growth 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 each Fund's prospectus, shares may be
exchanged only for shares of the same class of another Pioneer mutual fund.
Article I. Class A Shares
Class A Shares of each Fund 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 each Fund's prospectus. Class
A Shares of a Fund shall be entitled to the shareholder services set forth from
time to time in the Fund's prospectus with respect to Class A Shares. Class A
Shares of a Fund are subject to fees calculated as a stated percentage of the
net assets attributable to Class A Shares under the Fund's Class A Rule 12b-1
Distribution Plan as set forth in such Distribution Plan. The Class A
Shareholders have exclusive voting rights, if any, with respect to the Class A
Rule 12b-1 Distribution Plan. Transfer agency fees are allocated to a Fund's
Class A Shares on a per account basis except to the extent, if any, such an
allocation would cause the Fund to fail to satisfy any requirement necessary to
obtain or rely on a private letter ruling from the Internal Revenue Service
("IRS") relating to the issuance of multiple classes of shares. Class A Shares
of a Fund shall bear the costs and expenses associated with conducting a
shareholder meeting for matters relating to Class A Shares of the Fund.
<PAGE>
Article II. Class B Shares
Class B Shares of each Fund are sold at net asset value per share
without the imposition of an initial sales charge. However, Class B Shares of a
Fund redeemed within a specified number of years of purchase will be subject to
a CDSC as set forth in the Fund's prospectus. Class B Shares of a Fund are sold
subject to the minimum purchase requirements set forth in the Fund's prospectus.
Class B Shares of a Fund shall be entitled to the shareholder services set forth
from time to time in the Fund's prospectus with respect to Class B Shares. Class
B Shares of a Fund are subject to fees calculated as a stated percentage of the
net assets attributable to Class B Shares under the Fund's Class B Rule 12b-1
Distribution Plan as set forth in such Distribution Plan. The Class B
Shareholders of a Fund have exclusive voting rights, if any, with respect to the
Fund's Class B Rule 12b-1 Distribution Plan. Transfer agency fees are allocated
to a Fund's Class B Shares on a per account basis except to the extent, if any,
such an allocation would cause the Fund to fail to satisfy any requirement
necessary to obtain or rely on a private letter ruling from the IRS relating to
the issuance of multiple classes of shares. Class B Shares of a Fund shall bear
the costs and expenses associated with conducting a shareholder meeting for
matters relating to Class B Shares of a Fund.
Class B Shares of a Fund will automatically convert to Class A Shares
of the Fund at the end of a specified number of years after the initial purchase
date of Class B Shares, except as provided in the Fund's prospectus. Such
conversion will occur at the relative net asset value per share of each class
without the imposition of any sales charge, fee or other charge. The conversion
of Class B Shares to Class A Shares may be suspended if it is determined that
the conversion constitutes or is likely to constitute a taxable event under
federal income tax law.
The initial purchase date for Class B Shares acquired through (i)
reinvestment of dividends on Class B Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class B
Shares were purchased.
Article III. Approval by Board of Trustees
This Plan shall not take effect with respect to a Fund until it has
been approved by the vote of a majority (or whatever greater percentage may,
from time to time, be required under Rule 18f-3 under the Investment Company Act
of 1940, as amended (the "Act")) of (a) all of the Trustees of the Trust, on
behalf of the Fund, and (b) those of the Trustees who are not "interested
persons" of the Trust, as such term may be from time to time defined under the
Act.
-2-
<PAGE>
Article IV. Amendments
No material amendment to the Plan with respect to a Fund 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 GROWTH TRUST
on behalf of
PIONEER CAPITAL GROWTH FUND
PIONEER EQUITY-INCOME FUND
PIONEER GOLD SHARES
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 Capital Growth Fund, Pioneer
Equity-Income Fund and Pioneer Gold Shares (collectively, the "Funds"), each a
series of Pioneer Growth 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 each Fund's prospectus, shares may be
exchanged only for shares of the same class of another Pioneer mutual fund.
Article I. Class A Shares
Class A Shares of each Fund 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 each Fund's prospectus. Class
A Shares of a Fund shall be entitled to the shareholder services set forth from
time to time in the Fund's prospectus with respect to Class A Shares. Class A
Shares of a Fund are subject to fees calculated as a stated percentage of the
net assets attributable to Class A Shares under the Fund's Class A Rule 12b-1
Distribution Plan as set forth in such Distribution Plan. The Class A
Shareholders have exclusive voting rights, if any, with respect to the Class A
Rule 12b-1 Distribution Plan. Transfer agency fees are allocated to a Fund's
Class A Shares on a per account basis except to the extent, if any, such an
allocation would cause the Fund to fail to satisfy any requirement necessary to
obtain or rely on a private letter ruling from the Internal Revenue Service
("IRS") relating to the issuance of multiple classes of shares. Class A Shares
of a Fund shall bear the costs and expenses associated with conducting a
shareholder meeting for matters relating to Class A Shares of the Fund.
<PAGE>
Article II. Class B Shares
Class B Shares of each Fund are sold at net asset value per share
without the imposition of an initial sales charge. However, Class B Shares of a
Fund redeemed within a specified number of years of purchase will be subject to
a CDSC as set forth in the Fund's prospectus. Class B Shares of a Fund are sold
subject to the minimum purchase requirements set forth in the Fund's prospectus.
Class B Shares of a Fund shall be entitled to the shareholder services set forth
from time to time in the Fund's prospectus with respect to Class B Shares. Class
B Shares of a Fund are subject to fees calculated as a stated percentage of the
net assets attributable to Class B Shares under the Fund's Class B Rule 12b-1
Distribution Plan as set forth in such Distribution Plan. The Class B
Shareholders of a Fund have exclusive voting rights, if any, with respect to the
Fund's Class B Rule 12b-1 Distribution Plan. Transfer agency fees are allocated
to a Fund's Class B Shares on a per account basis except to the extent, if any,
such an allocation would cause the Fund to fail to satisfy any requirement
necessary to obtain or rely on a private letter ruling from the IRS relating to
the issuance of multiple classes of shares. Class B Shares of a Fund shall bear
the costs and expenses associated with conducting a shareholder meeting for
matters relating to Class B Shares of the Fund.
Class B Shares of a Fund will automatically convert to Class A Shares
of the Fund at the end of a specified number of years after the initial purchase
date of Class B Shares, except as provided in the Fund's prospectus. Such
conversion will occur at the relative net asset value per share of each class
without the imposition of any sales charge, fee or other charge. The conversion
of Class B Shares to Class A Shares may be suspended if it is determined that
the conversion constitutes or is likely to constitute a taxable event under
federal income tax law.
The initial purchase date for Class B Shares acquired through (i)
reinvestment of dividends on Class B Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class B
Shares were purchased.
Article III. Class C Shares
Class C Shares are sold at net asset value per share without the
imposition of an initial sales charge. However, Class C Shares of a Fund
redeemed within one year of purchase will be subject to a CDSC as set forth in
the Fund's prospectus. Class C Shares of a Fund are sold subject to the minimum
purchase requirements set forth in the Fund's prospectus. Class C Shares of a
Fund shall be entitled to the shareholder services set forth from time to time
in the Fund's prospectus with respect to Class C Shares. Class C Shares of a
Fund are subject to fees calculated
-2-
<PAGE>
as a stated percentage of the net assets attributable to Class C Shares under
the Fund's Class C Rule 12b-1 Distribution Plan as set forth in such
Distribution Plan. The Class C Shareholders of a Fund have exclusive voting
rights, if any, with respect to the Fund's Class C Rule 12b-1 Distribution Plan.
Transfer agency fees are allocated to a Fund's Class C Shares on a per account
basis except to the extent, if any, such an allocation would cause the Fund to
fail to satisfy any requirement necessary to obtain or rely on a private letter
ruling from the IRS relating to the issuance of multiple classes of shares.
Class C Shares of a Fund shall bear the costs and expenses associated with
conducting a shareholder meeting for matters relating to Class C Shares of the
Fund.
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 with respect to a Fund until it has
been approved by the vote of a majority (or whatever greater percentage may,
from time to time, be required under Rule 18f-3 under the Investment Company Act
of 1940, as amended (the "Act")) of (a) all of the Trustees of the Trust, on
behalf of the Fund, and (b) those of the Trustees who are not "interested
persons" of the Trust, as such term may be from time to time defined under the
Act.
Article V. Amendments
No material amendment to the Plan with respect to a Fund shall be
effective unless it is approved by the Board of Trustees in the same manner as
is provided for approval of this Plan in Article IV.
-3-
POWER OF ATTORNEY
I, the undersigned Trustee of Pioneer Bond Fund, Pioneer Europe Fund,
Pioneer Fund, Pioneer Growth Trust, Pioneer International Growth Fund, Pioneer
Money Market Trust, Pioneer Municipal Bond fund, Pioneer Short-Term Income
Trust, Pioneer Tax-Free State Series Trust, Pioneer II, Pioneer Three and
Pioneer U.S. Government Trust (collectively, the "Funds"), all Massachusetts
business trusts, do hereby constitute and appoint John F. Cogan, Jr., Joseph P.
Barri and William H. Keough, and each of them acting singly, to sign for me, in
my name and in the capacity indicated below, any and all amendments to the
Registration Statements on Forms N-1A to be filed by the Funds under the
Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, with respect to the offering of the Funds' shares of
beneficial interest, no par value, and any and all other documents and papers
relating thereto, and generally to do all such things in my name and on my
behalf in the capacity indicated to enable the Funds to comply with the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
said attorneys or each of them to any and all amendments to said Registration
Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set
opposite my signature.
Dated: 9/24/93 /s/Stephen K. West
Stephen K. West
Trustee
