April 3, 1995
SUPPLEMENT
to the prospectuses for:
Pioneer II January 27, 1995
Pioneer Three January 27, 1995
Pioneer Capital Growth Fund February 24, 1995
Pioneer Equity-Income Fund February 24, 1995
Pioneer Gold Shares February 24, 1995
Pioneer Europe Fund February 28, 1995
Pioneer Bond Fund October 28, 1994
Pioneer California Double Tax-Free Fund January 27, 1995
Pioneer Massachusetts Double Tax-Free Fund January 27, 1995
Pioneer New York Triple Tax-Free Fund January 27, 1995
How to Buy Fund Shares
In addition to the exceptions listed in each Fund's prospectus, Class A shares
of a Fund may be sold at net asset value per share without a sales charge to
Optional Retirement Program participants if (i) the employer has authorized a
limited number of investment company providers for the Program, (ii) all
authorized investment company providers offer their shares to Program
participants at net asset value, (iii) the employer has agreed in writing to
actively promote the authorized investment company providers to Program
participants and (iv) the Program provides for a matching contribution for each
participant contribution.
0495-2419
(c) Pioneer Funds Distributor, Inc.
<PAGE>
[Pioneer Logo]
Pioneer
Europe Fund
Class A and Class B Shares
Prospectus
February 28, 1995
PIONEER EUROPE FUND (the "Fund") seeks long-term growth of capital. The Fund
pursues this objective by investing in a diversified portfolio consisting
primarily of securities of European companies and in Depositary Receipts for
such securities. Any current income generated from these securities is
incidental to the investment objective of the Fund. There is, of course, no
assurance that the Fund will achieve its investment objective.
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. Investments in securities issued by foreign companies or
governments entail risks in addition to those customarily associated with
investing 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 Objective 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 28,
1995, which is incorporated into this Prospectus by reference. A copy of the
Statement of Additional Information may be obtained free of charge by calling
Shareholder Services at 1-800-225-6292 or by written request to the Fund at
60 State Street, Boston, Massachusetts 02109. Additional information about
the Fund has been filed with the Securities and Exchange Commission (the
"SEC") and is available upon request and without charge.
TABLE OF CONTENTS PAGE
I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 3
III. INVESTMENT OBJECTIVE AND POLICIES 4
IV. EUROPE 7
Risk Factors 7
V. MANAGEMENT OF THE FUND 7
VI. FUND SHARE ALTERNATIVES 9
VII. SHARE PRICE 10
VIII. HOW TO BUY FUND SHARES 10
Class A Shares 10
Class B Shares 12
IX. HOW TO SELL FUND SHARES 13
X. HOW TO EXCHANGE FUND SHARES 15
XI. DISTRIBUTION PLANS 15
XII. DIVIDENDS, DISTRIBUTIONS AND TAXATION 16
XIII. SHAREHOLDER SERVICES 17
Account and Confirmation Statements 17
Additional Investments 17
Automatic Investment Plans 18
Financial Reports and Tax Information 18
Distribution Options 18
Directed Dividends 18
Direct Deposit 18
Voluntary Tax Withholding 18
Telephone Transactions and Related Liabilities 18
Retirement Plans 19
Telecommunications Device for the Deaf (TDD) 19
Systematic Withdrawal Plans 19
Reinstatement Privilege (Class A Shares Only) 19
XIV. THE FUND 20
XV. INVESTMENT RESULTS 20
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 upon
actual expenses for the fiscal year ended October 31, 1994.
Class A Class B
Shareholder Transaction Expenses:
Maximum Initial Sales Charge on
Purchases(1) (as a percentage of offering
price) 5.75% None
Maximum Sales Charge on Reinvestment of
Dividends None None
Maximum Deferred Sales Charge None(1) 4.00%
Redemption Fee(2) None None
Exchange Fee None None
Annual Operating Expenses
(as a percentage of net assets):(3)
Management Fees(4,5) 1.00% 1.00%
12b-1 Fees 0.21% 1.00%
Other Expenses (including accounting and
transfer agent fees, custodian fees and
printing expenses) 1.27% 0.95%
Gross Operating Expenses 2.48% 2.95%
Expense limitation by Manager(4) (0.62)% (0.48)%
Net Operating Expenses (After Expense
Limitation) 1.86% 2.47%
(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.
(2) Separate fees (currently $10 and $20, respectively) apply to domestic and
international wire transfers of redemption proceeds.
(3) For Class B shares, percentages are based on estimated expenses that
would have been incurred during the previous fiscal year had Class B shares
been outstanding for the entire period. Class B shares, were first offered
April 4, 1994.
(4) Effective April 30, 1994, Pioneering Management Corporation (the
"Manager") agreed not to impose a portion of its management fee to the extent
necessary to limit Class A expenses to 1.75% of the average daily net assets
attributable to Class A shares. The management fee attributable to Class B
shares will be imposed only to the extent it is imposed for Class A shares.
This agreement is voluntary and temporary and may be revised or terminated at
any time.
(5) Effective April 30, 1994, the management fee was reduced from 1.10% to
1.00%.
Example:
You would pay the following dollar amounts on a $1,000 investment, assuming a
5% annual return and redemption at the end of each of the time periods:
1 Year 3 Years 5 Years 10 Years
Class A Shares $75 $113 $152 $263
Class B Shares
- --Assuming complete
redemption at end of
period $65 $107 $152 $265*
- --Assuming no redemption $25 $ 77 $132 $265*
*Class B shares convert to Class A shares eight years after purchase;
therefore, Class A expenses are used after year eight.
The example above assumes reinvestment of all dividends and distributions and
that the percentage amounts listed under "Annual Operating Expenses" remain
the same each year.
The example is designed for information purposes only, and should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return may 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 Fund" 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 initial sales charge permitted under the National Association of
Securities Dealers, Inc. Rules of Fair Practice.
The maximum initial sales charge is reduced on purchases of specified 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 other publicly available mutual funds in the Pioneer
complex. See "How to Exchange Fund Shares."
2
<PAGE>
II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements 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,
1994 appears in the Fund's Annual Report, which is incorporated by reference
into the Statement of Additional Information. The information listed below
should be read in conjunction with the financial statements contained in the
Fund's Annual Report. The Annual Report includes more information about the
Fund's performance and is available free of charge by calling Shareholder
Services at 1-800-225-6292.
Financial Highlights
For Each Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
Class A Shares Class B
Shares***
4/2/91
(Commencement
Year Ended of operations)
October 31, October 31 October 31, to April
4, 1994 to
1994 1993 1992 10/31/91 October
31, 1994
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 17.73 $14.6300 $15.2000 $15.0000 $
17.96
Income from investment operations:
Net investment income (loss) $ 0.10 $ 0.0383 $ 0.1031 $ 0.0047 $
0.01
Net realized and unrealized gain (loss) on
investments and other forward foreign
currency related transactions 2.65 3.3317 (0.6231) 0.1953
1.88
Total income (loss) from investment
operations $ 2.75 $ 3.3700 $(0.5200) $ 0.2000 $
1.89
Distribution to shareholders from:
Net investment income (0.31) (0.0900) (0.0500) --
(0.05)
Net realized capital gains (0.26) (0.1800) 0.0000 --
(0.00)
Net increase (decrease) in net asset value $ 2.18 $ 3.1000 $(0.5700) $ 0.2000 $
1.84
Net asset value, end of period $ 19.91 $17.7300 $14.6300 $15.2000 $
19.80
Total return* 15.97% 23.47% (3.46%) 1.33%
10.55%
Ratio of net operating expenses to average
net assets 1.86% 2.00% 2.00% 2.00%**
2.47%
Ratio of net investment income to average
net assets 0.28% 0.24% 0.74% 0.10%**
(0.75%)
Portfolio turnover rate 99.92% 68.58% 49.79% 7.34%**
99.92%
Net assets, end of period (in thousands) $67,375 $ 48,827 $ 35,205 $ 23,993
$33,037
Ratios assuming no waiver of management fees
or assumption of expenses by the Manager
for the year ended:
Net operating expenses 2.48% 2.77% 3.46% 4.93%**
2.95%
Net investment income (0.34%) (0.53%) (0.72%) (2.83%)**
(1.23%)
</TABLE>
* 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.
*** Class B shares first offered April 4, 1994.
3
<PAGE>
III. INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is long-term growth of capital. The Fund
pursues this objective by investing in a diversified portfolio consisting
primarily of securities of companies (a) that are organized under the laws of
a European country and have a principal office in a European country or (b)
that derive 50% or more of their total revenues from business in Europe or
(c) the equity securities of which are traded principally on a stock exchange
in Europe; and in Depositary Receipts for such securities (collectively,
"European Securities").
Under normal circumstances at least 80% of the assets of the Fund are
invested in European Securities consisting of common stock and in securities
with common stock characteristics, such as preferred stock, warrants and debt
securities convertible into common stock. The Fund will not invest more than
5% of its total assets in convertible debt securities rated by a national
ratings agency below investment grade, i.e., BBB or better by Moody's
Investors Service ("Moody's") or Baa by Standard & Poor's Ratings Group
("Standard & Poor's"). Such securities may have speculative characteristics
and changes in economic conditions or other circumstances may lead to a
lesser capacity to make principal and interest payments than is the case with
higher rated securities. In the event that the rating on a convertible debt
security is downgraded below investment grade, the Manager will dispose of
the security in a timely manner. The Fund may invest the balance of its
assets in Temporary Investments (as defined below).
The Fund may invest in the securities of companies domiciled in any European
country, including but not limited to Austria, Belgium, Finland, France,
Germany, Italy, the Netherlands, Norway, Portugal, Spain, Sweden,
Switzerland, the United Kingdom and the countries of Eastern Europe in the
event that markets develop for those securities.
No investment is made if as a result 25% or more of the Fund's total assets
would be invested in any one European country.
The Fund's investment objective and certain investment restrictions
designated as fundamental set forth in the Statement of Additional
Information may not be changed without shareholder approval.
Forward Foreign Currency Contracts
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. A forward foreign currency contract
involves an obligation to purchase or sell a specific currency on a future
date, at a price set at the time of the contract. 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 United
States ("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.
The Fund may also engage in cross-hedging by using forward contracts in one
currency to hedge against fluctuations in the value of securities denominated
in a different currency, if the Fund's Manager determines that there is a
pattern of correlation between the two currencies. Cross-hedging may also
include entering into a forward transaction involving two foreign currencies,
using one foreign currency as a proxy for the U.S. dollar to hedge against
variations in the other foreign currency, if the Manager determines that
there is a pattern of correlation between the proxy currency and the U.S.
dollar.
If the Fund enters into a forward contract to buy foreign currency for any
purpose, the Fund will be required to place cash or liquid, high grade liquid
debt securities in a segregated account with 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 enter into forward
currency contracts having an intrinsic value of up to 30% of its net assets.
Options
To realize greater income than would be realized on portfolio transactions
alone, the Fund may write (sell) covered
4
<PAGE>
call and put options on any securities in which it may invest or on any
securities index based on securities in which the Fund may invest. The Fund
may also write (as closing transactions) and purchase put and call options on
such securities and indices.
The Fund may purchase put and call options on securities indices to manage
cash flow and to attempt to remain fully invested in the stock market,
instead of or in addition to buying and selling stocks. The Fund may also
purchase these options in order to hedge against risks of market-wide price
fluctuations. Options on securities indices are similar to options on
securities except that the delivery requirements are different. Unlike a
securities option, which gives the holder the right to purchase or sell a
specified security at a specified price, an option on a securities index
gives the holder the right to receive a cash "exercise settlement amount"
equal to (i) the difference between the exercise price of the option and the
value of the underlying securities index on the exercise date, (ii)
multiplied by a fixed "index multiplier." In exchange for undertaking the
obligation to make such a cash payment, the writer of the securities index
option receives a premium.
Gains or losses on the Fund's transactions in securities index options depend
on price movements in the securities market generally (or, for narrow market
indices, in a particular industry or segment of the market) rather than the
price movement of individual securities held by the Fund. The effectiveness
of hedging through the purchase of stock index options will depend upon the
extent to which price movements in the portion of the securities portfolio
being hedged correlate with the price movements in the selected stock index.
Perfect correlation may not be possible because the securities held or to be
acquired by the Fund may not exactly match the composition of the stock index
on which options are written. In the event of market changes, the Fund's
position in stock index options may not be easily closed out. If the
forecasts of the Fund's Manager regarding movements in securities prices are
incorrect, the Fund's investment results may have been better without the
hedge. The Fund has no present intention of investing more than 5% of the
Fund's total assets in securities index option transactions.
The Fund may also purchase and write 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 Fund may also use options on
currency to cross-hedge, which involves writing or purchasing options on one
currency to hedge against changes in exchange rates of a different currency
with a pattern of correlation. Cross-hedging may also include using a foreign
currency as a proxy for the U.S. dollar if the Manager determines that there
is a pattern of correlation between that currency and the U.S. dollar. The
writing of an option on foreign currency will constitute only a partial
hedge, up to the amount of the premium received, and the Fund could be
required to purchase or sell foreign currencies at disadvantageous exchange
rates, thereby incurring losses. The purchase of an option on a foreign
currency may constitute an effective hedge against exchange rate
fluctuations. However, in the event of unanticipated rate movements adverse
to the Fund's option position, the Fund may forfeit the entire amount of the
premium plus related transaction costs. Options on foreign currencies to be
written or purchased by the Fund will be traded on U.S. or foreign exchanges
or over-the-counter. 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 the purchased option. The Fund may also allow
purchased options to expire unexercised, which would result in the loss of
the premium paid. Options traded in the over-the-counter market may be
considered illiquid. There is no assurance that a liquid secondary market
will exist for any particular option at any particular time, and the Fund may
therefore be unable to effect closing transactions on, or sell, options it
has purchased. The Fund may not invest more than 10% of its net assets in
premiums on purchased options. See "Investment Policies and Restrictions" in
the Statement of Additional Information.
The Fund's transactions in forward currency contracts, futures and options as
described herein 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.
Investments in Depositary Receipts
The Fund may hold securities of foreign issuers in the form of American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global
Depositary Receipts
5
<PAGE>
("GDRs") and other similar instruments or other securities convertible into
securities of eligible issuers. Generally, ADRs in registered form are
designed for use in U.S. securities markets, and EDRs and GDRs and other
similar global instruments in bearer form are designed for use in non-U.S.
securities markets.
ADRs are denominated in U.S. dollars and represent an interest in the right
to receive securities of foreign issuers deposited in a U.S. bank or
correspondent bank. ADRs do not eliminate all the risk inherent in investing
in the securities of non-U.S. issuers. However, by investing in ADRs rather
than directly in equity securities of non-U.S. issuers, the Fund will avoid
currency risks during the settlement period for either purchases or sales.
EDRs and GDRs are not necessarily denominated in the same currency as the
securities for which they may be exchanged. For purposes of the Fund's
investment policies, investments in ADRs, GDRs and similar instruments will
be deemed to be investments in the underlying equity securities of the
foreign issuers. The Fund may acquire depositary receipts from banks that do
not have a contractual relationship with the issuer of the security
underlying the depositary receipt to issue and secure such depositary
receipt. To the extent the Fund invests in such unsponsored depositary
receipts there may be an increased possibility that the Fund may not become
aware of events affecting the underlying security and thus the value of the
related depositary receipt. In addition, certain benefits (i.e., rights
offerings) which may be associated with the security underlying the
depositary receipt may not inure to the benefit of the holder of such
depositary receipt.
Futures Contracts
The Fund may purchase and sell futures contracts on securities indices, and
purchase and write call and put options on such futures contracts. The Fund
may also enter into closing purchase and sale transactions with respect to
such futures contracts and options. The Fund will engage in futures contracts
and related options transactions for bona fide hedging purposes as defined in
regulations of the Commodity Futures Trading Commission or to seek to
increase total return to the extent permitted by such regulations.
The Fund may not purchase or sell futures contracts or purchase related
options to increase total return, except for closing purchase or sale
transactions, if immediately thereafter the sum of the amount of initial
margin deposits on the Fund's outstanding futures and the amount of premiums
paid for outstanding options on futures entered into for the purpose of
seeking to increase total return, adjusted to reflect annualized profits and
losses, would exceed 5% of the value of the Fund's net assets. These
transactions involve brokerage costs, require margin deposits and, in the
case of contracts and options obligating the Fund to purchase securities or
currencies, require the Fund to segregate assets to cover such contracts and
options. The loss incurred by the Fund in writing options on futures is
potentially unlimited and may exceed the amount of the premium received. The
Fund may also enter into futures contracts on currencies, securities or
interest rates and may purchase and sell options on such futures contracts.
Repurchase Agreements
The Fund may enter into repurchase agreements, generally not exceeding seven
days. Such repurchase agreements will be fully collateralized with securities
whose market value is not less than 100% of the obligation, valued daily.
Collateral will be held in a segregated, safekeeping account for the benefit
of the Fund. The Fund may be prevented from realizing the value of the
collateral by reason of an order of a court with jurisdiction over an
insolvency proceeding with respect to the other party to the repurchase
agreement.
Forward foreign currency contracts, options and futures contracts are
described in greater detail in the Statement of Additional Information under
the caption "Investment Policies and Restrictions."
Temporary Investments are short-term (less than 12 months to maturity)
obligations, consisting of: (a) obligations issued or guaranteed by the U.S.
government or the government of a European country or their respective
agencies or instrumentalities; (b) international organizations designated or
supported by multiple foreign governmental entities to promote economic
reconstruction or development; (c) corporate commercial paper and other
short-term commercial obligations, in each case rated or issued by companies
with similar securities outstanding that are rated Prime-1 or Aa or better by
Moody's or A-1 or AA or better by Standard & Poor's; and (d) obligations
(including certificates of deposit, time deposits, demand
6
<PAGE>
deposits and bankers' acceptances) of banks (located in the U.S. or in
European countries) with securities outstanding that are rated Prime-1 or Aa
or better by Moody's or A-1 or AA or better by Standard & Poor's.
The Fund may, for temporary defensive purposes, invest up to 100% of its
assets in Temporary Investments. The Fund may assume a temporary defensive
posture only when political and economic factors broadly affect one or more
European equity markets to such an extent that the Manager believes there to
be extraordinary risks in being substantially fully invested.
Securities in the Fund's portfolio will be sold whenever
the Manager believes that it is necessary without regard to length of time
the particular security may have been held. This policy is subject to certain
requirements for continuing the Fund's qualification as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"). A high portfolio turnover rate involves greater expenses to the Fund
and may increase the possibility of shareholders realizing taxable capital
gains.
IV. EUROPE
The Manager believes that a new and favorable environment for investing in
Europe has been created, and may continue to develop. One of the more
significant changes is the attempt by the European Community ("EC") to create
a single market among its member states. It is not possible to quantify the
economic benefits that might be derived from the attainment of a single
market among member states of the EC. However, a single market is generally
expected to reduce costs of doing business, thereby resulting in a reduction
of prices, and to spur increased competition among businesses in member
states. There can be no assurance, of course, that the single-market program
will be achieved or that its anticipated economic benefits will be realized.
Another development that may provide investment opportunities is the
development and expansion of free-market economies in Eastern Europe. The
Fund may invest up to 5% of its assets in securities of companies with
principal executive offices located in Eastern European countries when those
securities commence trading on recognized European securities exchanges. It
is not possible to predict if or when securities of companies located in any
particular Eastern European country will so commence trading. Even though the
Fund does not currently invest in such securities, the Manager may invest in
other European Securities whose issuers can benefit from the expansion of
free-market economies in Eastern European countries.
Risk Factors
Investing in securities of foreign companies and governments involves certain
considerations and risks which are not typically associated with investing in
securities of domestic companies and the U.S. government. European 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 government supervision and regulation of European securities
exchanges, brokers and listed companies than exists in the United States.
Interest and dividends paid by European issuers may be subject to withholding
and other foreign taxes which will decrease the net return on such
investments as compared to interest and dividends paid to a fund by domestic
companies or by the U.S. government.
In addition, the value of European 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. There may be less
publicly available information about European companies compared to reports
and ratings published about U.S. companies. European securities markets
generally have substantially less trading volume than domestic markets and
securities of some European companies are less liquid and more volatile than
securities of comparable U.S. companies. Brokerage commissions in Europe are
generally fixed, and other transaction costs on European securities exchanges
are generally higher than in the United States. To the extent the Fund
invests in securities of companies located in Eastern European countries,
there will be both country risks relating to the relative brevity of the
free-market movements in such countries and company risks relating to the
brevity of the public-company experience of such companies.
V. MANAGEMENT OF THE FUND
The Fund's Board of Trustees has overall responsibility for management and
supervision of the Fund. There are
7
<PAGE>
currently eight Trustees, six of whom are not "interested persons" of the
Fund 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 the Manager, the Fund requires no employees other than its
executive officers, all of whom receive their compensation from the Manager
or other sources. The Statement of Additional Information contains the names
and general business and professional background of each Trustee and
executive officer of the Fund.
The Manager
The Fund is managed under a contract with the Manager, which is responsible
for the overall management of the Fund's assets and business affairs, subject
only to the authority of the Board of Trustees. The Manager is a wholly-owned
subsidiary of The Pioneer Group, Inc. ("PGI"), a publicly-traded Delaware
corporation. Pioneer Funds Distributor, Inc. ("PFD"), a wholly-owned
subsidiary of PGI, is the principal underwriter of the Fund. John F. Cogan,
Jr., Chairman and President of the Fund, Chairman and a Director of the
Manager, Chairman of PFD, and President and a Director of PGI, beneficially
owned approximately 15% of the outstanding capital stock of PGI as of the
date of this Prospectus.
All portfolios managed by the Manager, including the Fund, are overseen by an
Investment Committee (the "Committee"), which consists of the Manager's most
senior investment professionals. The Committee is chaired by Mr. David Tripple,
the Manager's President and Chief Investment Officer and Executive Vice
President of the Fund. Mr. Tripple joined the Manager in 1974 and has had
general responsibility for the Manager's investment operations and specific
portfolio assignments for over five years.
Dr. Norman Kurland, Senior Vice President of the Manager and Vice President
of the Fund, is generally responsible for the management of the international
portfolios managed by the Manager. Dr. Kurland joined the Manager in 1990
after working with a variety of investment and industrial concerns. Patrick
M. Smith, Vice President of the Manager, is primarily responsible for
day-to-day management of the Fund. Mr. Smith joined the Manager in 1992 after
working with several investment advisers.
In addition to the Fund, the Manager also manages and serves as the
investment adviser for other mutual funds and is an investment adviser to
private institutional accounts. The Manager's and PFD's executive offices are
located at 60 State Street, Boston, Massachusetts 02109.
The Manager relies primarily on the knowledge, experience and judgment of its
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.
Under the terms of its contract with the Fund, the Manager assists in the
management of the Fund and is authorized in its discretion to buy and sell
securities for the account of the Fund. The Manager pays all the ordinary
operating 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 the Manager or its
affiliates, office space and facilities and personnel compensation, training
and benefits; (b) the charges and expenses of auditors; (c) the charges and
expenses of any custodian, transfer agent, plan agent, dividend disbursing
agent and registrar appointed by the Trust with respect to 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 SEC; (g) all expenses of
shareholders' and Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (h) charges and expenses of legal
counsel to the Fund and to 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 the Manager, the Trust (other than as
Trustees), PGI or PFD; (k) the cost of preparing
8
<PAGE>
and printing share certificates; and (l) interest on borrowed money, if any.
In addition to the expenses described above, the Fund pays all brokers' and
underwriting commissions chargeable to the Fund in connection with securities
transactions to which the Fund is a party.
Effective April 30, 1994, as compensation for its management services and
certain expenses which the Manager incurs, the Manager is entitled to a
management fee equal to 1.00% per annum of the Fund's average daily net
assets up to $300 million, 0.85% of the next $200 million and 0.75% of the
excess over $500 million. While this fee, which is computed daily and paid
monthly, is higher than most management fees, the costs of managing an
international fund, such as the Fund, are significantly greater than the
costs of managing a domestic fund. These greater costs include staff time and
expenses required to deal with language, timing and geographic differences
relating to daily operations of the Fund.
During the fiscal year ended October 31, 1994, the Fund incurred expenses of
$1,409,026, including management fees paid or payable to the Manager of
$592,674. See the Statement of Additional Information for the management fees
in effect through April 29, 1994.
Effective April 30, 1994, the Manager has agreed not to impose a portion of
its management fee to the extent that the Class A expenses of the Fund would
otherwise exceed 1.75% of the Fund's average daily net assets attributable to
the Class A shares; the portion of the management fee attributable to Class B
shares will be waived only to the extent the fee is waived for Class A
shares. This agreement is voluntary and temporary and may be revised or
terminated by the Manager at any time. See the Statement of Additional
Information for the expense limitation in effect through April 29, 1994.
During the fiscal year ended October 31, 1994, these arrangements resulted in
a reduction of the Fund's management fee of $348,691.
The primary objective of the Manager in placing orders for the purchase and
sale of securities for the Fund's portfolio is to obtain the most favorable
net results taking into account such factors as price, commission, size of
order, difficulty of execution and skill required of the broker-dealer.
Brokerage commissions in European countries are generally fixed and other
transaction costs on European securities exchanges are generally higher than
in the U.S.
In placing orders for the Fund's portfolio securities transactions, the
Manager 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 brokerage allocation practices.
VI. FUND SHARE ALTERNATIVES
The Fund continuously offers two Classes of shares designated as Class A and
Class B shares, as described more fully in "How to Buy Fund Shares." If you
do not specify in your instructions to the 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 contingent deferred
sales charge ("CDSC"). Class A shares are subject to distribution and service
fees at a combined annual rate of up to 0.25% of the 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.
9
<PAGE>
Purchasing Class A or Class B Shares. The decision as to which Class to
purchase depends on the amount you invest, the intended length of the
investment and your personal situation. If you are making an investment that
qualifies for reduced sales charges, you might consider Class A shares. If
you prefer not to pay an initial sales charge on an investment of $250,000 or
less and you plan to hold the investment for at least six years, you might
consider Class B shares.
Investment dealers 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 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.
VII. 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 fair market value
of its assets, less liabilities attributable to that Class, by the number of
shares of that Class outstanding. The net asset value is computed once daily,
on each day the New York Stock Exchange (the "Exchange") is open, as of the
close of regular trading on the Exchange.
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 regular trading on 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 regular trading on 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 regular trading on 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.
VIII. HOW TO BUY FUND SHARES
You may buy Fund shares at the public offering price from any securities
broker-dealer which has a sales agreement with PFD. If you do not have a
securities broker-dealer, please call 1-800-225-6292 for assistance.
The minimum initial investment is $1,000 for Class A and Class B shares
except as specified below. The minimum initial investment is $50 for Class A
accounts being established to utilize monthly bank drafts, government
allotments, payroll deduction and other similar automatic investment plans .
Separate minimum investment requirements apply to retirement plans and to
telephone and wire orders placed by broker-dealers; no sales charges or
minimum requirements apply to the reinvestment of dividends or capital gains
distributions. The minimum subsequent investment is $50 for Class A shares
and $500 for Class B shares except that the subsequent minimum investment
amount for Class B share accounts may be as little as $50 if an automatic
investment plan (see "Automatic Investment Plans") is established.
Class A Shares
You may buy Class A shares at the public offering price, that is, at the net
asset value per share next computed after receipt of a purchase order, plus a
sales charge as follows:
10
<PAGE>
Dealer
Sales Charge as a Allowance
Percentage of: as a
Net Percentage of
Offering Amount Offering
Amount of Purchase Price Invested Price
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
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 $1 million invested; 0.50% on the
next $4 million; and 0.10% on the excess over $5 million. These commissions will
not be paid if the purchaser is affiliated with the broker-dealer or if the
purchase represents the reinvestment of a redemption made during the previous 12
calendar months. Broker-dealers who receive a commission in connection with
Class A share purchases at net asset value by 401(a) or 401(k) retirement plans
with 1,000 or more eligible participants or with at least $10 million in plan
assets will be required to return any commission paid or a pro rata portion
thereof if the retirement plan redeems its shares within 12 months of purchase.
See also "How to Sell 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 pays to Mutual of Omaha Investor Services, Inc.
50% of PFD's retention of any sales commission on sales of the Fund's Class A
shares through such dealer.
The schedule of sales charges above is applicable to purchases of Class A
shares of the Fund by an (i) an individual, (ii) an individual and his or her
spouse and children under the age of 21 and (iii) a trustee or other
fiduciary of a trust estate or fiduciary account or related trusts or
accounts including pension, profit-sharing and other employee benefit trusts
qualified under Section 401 or 408 of the Code of 1986, 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. Information about such arrangements is
available from PFD.
Class A shares of the Fund may 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 the Manager serves as investment adviser, and the subsidiaries or
affiliates of such persons; (d) current or former officers, partners,
employees or registered representatives of broker-dealers which have entered
into sales agreements with PFD; (e) members of the immediate families of any
of the persons above; (f) any trust, custodian, pension, profit-sharing or
other benefit plan of the foregoing persons; (g) insurance company separate
accounts; (h) certain "wrap accounts" for the benefit of clients of
investment advisers adhering to standards established by PFD; (i) other funds
and accounts for which the Manager or any of its affiliates serves as
investment adviser or manager; and (j) certain unit investment trusts. Shares
so purchased are purchased for investment purposes and may not be resold
except through redemption or repurchase by or on behalf of the Fund. The
availability of this privilege is conditioned upon the receipt by PFD of
written notification of eligibility. Shares may also be sold at net asset
value in connection with certain reorganization,
11
<PAGE>
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 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 funds. Further
details may be obtained from PFD.
Class B Shares
You may buy Class B shares at net asset value without the imposition of an
initial sales charge. However, Class B shares redeemed within six years of
purchase will be subject to a CDSC at the rates shown in the table below. The
charge will be assessed on the amount equal to the lesser of the current
market value or the original purchase cost of the shares being redeemed. No
CDSC will be imposed on increases in account value above the initial purchase
price, including shares derived from the reinvestment of dividends or capital
gains distributions.
The amount of the CDSC, if any, will vary depending on the number of years
from the time of purchase until the time of redemption of Class B shares. For
the purpose of determining the number of years from the time of any purchase,
all payments during a quarter will be aggregated and deemed to have been made
on the first day of that quarter. In processing redemptions of Class B
shares, the 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.
Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to
the 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, for which the Fund is applying,
or an opinion of counsel that such conversions will not constitute taxable
events for federal tax purposes. There can be no assurance that such ruling
or opinion will be available. The conversion of Class B shares to Class A
shares will not occur if such ruling or opinion is not available and,
therefore, Class B shares would continue to be subject to higher expenses
than Class A shares for an indeterminate period.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class B
shares and on any Class A shares subject to a CDSC may be waived or reduced
for non-retirement accounts if: (a) the redemption results from the death of
all registered owners of an account (in the case of UGMAs, UTMAs and trust
accounts, waiver
12
<PAGE>
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 and on any Class A shares subject to a CDSC may be
waived or reduced for retirement plan accounts if: (a) the redemption results
from the death or a total and permanent disability (as defined in Section 72
of the Code) occurring after the purchase of the shares being redeemed of a
shareholder or participant in an employer-sponsored retirement plan; (b) the
distribution is to a participant in an IRA, 403(b) or employer-sponsored
retirement plan, is part of a series of substantially equal payments made
over the life expectancy of the participant or the joint life expectancy of
the participant and his or her beneficiary or as scheduled periodic payments
to a participant (limited in any year to 10% of the value of the
participant's account at the time the distribution amount is established; a
required minimum distribution due to the participant's attainment of age
70-1/2 may exceed the 10% limit only if the distribution amount is based on
plan assets held by Pioneer); (c) the distribution is from a 401(a) or 401(k)
retirement plan and is a return of excess employee deferrals or employee
contributions or a qualifying hardship distribution as defined by the Code or
results from a termination of employment (limited with respect to a
termination to 10% per year of the value of the plan's assets in the Fund as
of the later of the prior December 31 or the date the account was established
unless the plan's assets are being rolled over to or reinvested in the same
class of shares of a Pioneer mutual fund subject to the CDSC of the shares
originally held); (d) the distribution is from an IRA, 403(b) or employer-
sponsored retirement plan and is to be rolled over to or reinvested in the
same class of shares in a Pioneer mutual fund and which will be subject to
the applicable CDSC upon redemption; (e) the distribution is in the form of a
loan to a participant in a plan which permits loans (each repayment of the
loan will constitute a new sale which will be subject to the applicable CDSC
upon redemption); or (f) the distribution is from a qualified defined
contribution plan and represents a participant's directed transfer (provided
that this privilege has been pre-authorized through a prior agreement with
PFD regarding participant directed transfers).
The CDSC on Class B shares and on any Class A shares subject to a CDSC may be
waived or reduced for either non-retirement or retirement plan accounts if:
(a) the redemption is made by any state, county, or city, or any
instrumentality, department, authority, or agency thereof, which is
prohibited by applicable laws from paying a contingent deferred sales charge
in connection with the acquisition of shares of any registered investment
management company; or (b) the redemption is made pursuant to the Fund's
right to liquidate or involuntarily redeem shares in a shareholder's account.
Broker-Dealers. An order for either 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.
IX. 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:
* If you are selling shares from a retirement account, you must make your
request in writing (except for exchanges to other Pioneer funds which can be
13
<PAGE>
requested by phone or in writing). Call 1-800-622-0176 for more information.
* If you are selling shares from a non-retirement account, you may use any of
the methods described below.
Your shares will be sold at the share price next calculated after your order
is received and accepted less any applicable CDSC. Sale proceeds generally
will be sent to you in cash, normally within seven days after your order is
accepted. The 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 Pioneering Services Corporation
("PSC"), however, you must use a written request, including a signature
guarantee, to sell your shares if any of the following situations applies:
* you wish to sell over $50,000 worth of shares,
* your account registration or address has changed within the last 30 days,
* the check is not being mailed to the address on your account (address of
record),
* the check is not being made out to the account owners, or
* the sale proceeds are being transferred to a Pioneer account with a
different registration.
Your request should include your name, the 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, Pioneer will send the proceeds of the
sale to the address of record. Fiduciaries or corporations are required to
submit additional documents. For more information, contact PSC at
1-800-225-6292.
Written requests will not be processed until they are received in good order
and accepted by PSC. Good order means that there are no outstanding claims or
requests to hold redemptions on the account, certificates are endorsed by the
record owner(s) exactly as the shares are registered and the signature(s) are
guaranteed by an eligible guarantor. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union (if authorized under
state law), securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee. Signature
guarantees are not accepted by facsimile (fax). For additional information
about the necessary documentation for redemption by mail, please contact PSC
at 1-800-225-6292.
By Telephone or by Fax. Your account is automatically authorized to have the
telephone redemption privilege unless you indicated otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone redemption. The telephone redemption option is
not available to retirement plan accounts. A maximum of $50,000 may be
redeemed by telephone or fax and the proceeds may be received by check or by
bank wire. To receive the proceeds by check: the check must be made payable
exactly as the account is registered and the check must be sent to the
address of record which must not have changed in the last 30 days. To receive
the proceeds by bank wire: the wire must be sent to the bank wire address of
record which must have been properly pre-designated either on your Account
Application or on an Account Options Form and which must not have changed in
the last 30 days. To redeem by fax send your redemption request to
1-800-225-4240. You may always elect to deliver redemption instructions to
PSC by mail. See "Telephone Transactions and Related Liabilities" below.
Telephone and fax redemptions will be priced as described above.
Selling Shares Through Your Broker-Dealer. The 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
14
<PAGE>
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 fund will continue to be subject to
the CDSC of the shares originally held until the original 12-month period
expires. However, no CDSC is payable with respect to purchases of Class A
shares by 401(a) or 401(k) retirement plans with 1,000 or more eligible
participants or with at least $10 million in plan assets.
General. Redemptions may be suspended or payment postponed during any period
in which any of the following conditions exist: the Exchange is closed or
trading on the Exchange is restricted; an emergency exists as a result of
which disposal by the 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.
X. 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
Fund out of which you wish to exchange and the name of the fund into which
you wish to exchange, your fund account number(s), the Class of shares to be
exchanged and the dollar amount or number of shares to be exchanged. Written
exchange requests must be signed by all record owner(s) exactly as the shares
are registered.
Telephone Exchanges. Your account is automatically authorized to have the
telephone exchange privilege unless you indicated otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone exchange. Telephone exchanges may not exceed
$500,000 per account per day. All telephone exchange requests will be
recorded. See "Telephone Transactions and Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one Pioneer
account for shares of the same Class in another Pioneer account on a monthly
or quarterly basis. The accounts must have identical registrations and the
originating account must have a minimum balance of $5,000. The exchange will
be effective on the 18th day of the month.
General. Exchanges must be at least $1,000. You may exchange your investment
from one Class of Fund shares at net asset value, without a sales charge, for
shares of the same Class of any other Pioneer fund. Not all Pioneer funds
offer more than one Class of shares. A new Pioneer account opened through an
exchange must have a registration identical to that on the original account.
Class A or Class B shares which would normally be subject to a CDSC upon
redemption will not be charged the applicable CDSC at the time of an
exchange. Shares acquired in an exchange will be subject to the CDSC of the
shares originally held. For purposes of determining the amount of any
applicable CDSC, the length of time you have owned Class B shares acquired by
exchange will be measured from the date you acquired the original shares and
will not be affected by any subsequent exchange.
Exchange requests received by PSC before 4:00 p.m. Eastern Time, will be
effective on that day if the requirements 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
15
<PAGE>
states where legally permitted. For federal and (generally) state income tax
purposes, an exchange is considered to be a sale of the shares of the fund
exchanged and a purchase of shares in another fund. Therefore, an exchange
could result in a gain or loss on the shares sold, depending on the tax basis
of these shares and the timing of the transaction, and special tax rules may
apply in particular circumstances.
You should consider the differences in objectives and policies of the Pioneer
funds, as described in each fund's current prospectus, before making any
exchange. To prevent abuse of the exchange privilege to the detriment of
other Fund shareholders, the Fund and PFD reserve the right to limit the
number and/or frequency of exchanges and/or to charge a fee for exchanges.
The exchange privilege may be changed or discontinued and may be subject to
additional limitations, including certain restriction on purchases by market
timer accounts.
XI. DISTRIBUTION PLANS
The Fund has adopted a Plan of Distribution for both Class A shares ("Class A
Plan") and Class B shares ("Class B Plan") in accordance with Rule 12b-1
under the 1940 Act pursuant to which certain distribution and service fees
are paid.
Pursuant to the Class A Plan, the 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.
The Class B Plan provides 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
Class B 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 Class B 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
shares. PFD also receives the proceeds of any CDSC imposed on the redemption
of Class B shares.
Commissions of 4%, equal to 3.75% of the amount invested and a first year's
service fee equal to 0.25% of the amount invested in Class B shares, are paid
to broker-dealers who have selling agreements with PFD. PFD may advance to
dealers the first year service fee at a rate up to 0.25% of the purchase
price of such shares and, as compensation 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.
Dealers may from time to time be required to meet certain criteria in order
to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class B Plan for which there is no dealer of
record or for which qualification standards have not been met as partial
consideration for personal services and/or account maintenance services
performed by PFD or its affiliates for shareholder accounts.
16
<PAGE>
XII. 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% excise tax on
a portion of its undistributed income and capital gains if it fails to meet
certain distribution requirements by the end of the calendar year. The Fund
intends to make distributions in a timely manner and accordingly does not
expect to be subject to the excise tax.
Dividends and other distributions and the proceeds of redemptions or
repurchases of Fund shares paid to individuals and other non-exempt payees
will be subject to a 31% federal backup withholding 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 the Fund receives notice from the Internal Revenue
Service (the "IRS") or a broker that such withholding applies. Please refer
to the Account Application for additional information.
The Fund pays dividends from net investment income and distributes its net
realized short and long-term capital gains, if any, annually, usually in the
month of December, with additional distributions made only as required to
avoid federal income or excise tax. Unless shareholders specify otherwise,
all distributions will be automatically reinvested in additional full and
fractional shares of the Fund. Dividends from the Fund's net investment
income, certain net foreign exchange gains 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. 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. For further information on the distribution options
available to shareholders, see "Distribution Options" and "Directed
Dividends" below.
In any year in which the Fund qualifies, it may make an election that will
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 treat as an additional dividend his or her appropriate
share of the amount of 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 foreign taxes paid and the foreign source income of the Fund.
The description above relates only to Federal income tax consequences for
shareholders who are U.S. persons, i.e., U.S. citizens or residents or U.S.
corporations, partnerships, trust or estates, and who are subject to U.S.
federal income tax. Shareholders should consult their own tax advisors
regarding state, local and other applicable tax laws.
XIII. 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. The
principal business address of the mutual fund division of the Custodian is 40
Water Street, Boston, Massachusetts 02109. The Custodian oversees a network
of subcustodians and depositories in Europe.
Account and Confirmation Statements
PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing
details of transactions are sent to shareholders as transactions occur. The
Pioneer Combined Account Statement, mailed quarterly, is available to
shareholders who have more than one Pioneer account.
Shareholders whose shares are held in the name of an investment broker-dealer
or other party will not normally have an account with the 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 or telephone, automatic reinvestment of
dividends and capital gains distributions, withdrawal plans, Letters of
Intention, Rights of Accumulation, telephone exchanges, and newsletters.
17
<PAGE>
Additional Investments
You may add to your account by sending a check (minimum of $50 for Class A
shares and $500 for Class B shares) to PSC (account number and Class of
shares should be clearly indicated). The bottom portion of a confirmation
statement may be used as a remittance slip to make additional investments.
Additions to your account, whether by check or through an Investomatic Plan,
are invested in full and fractional shares of the Fund at the applicable
offering price in effect as of the close of regular trading on the Exchange
on the day of receipt.
Automatic Investment Plans
You may arrange for regular automatic investments of $50 or more through
government/military allotments, payroll deduction or through a Pioneer
Investomatic Plan. A Pioneer Investomatic Plan provides for a monthly or
quarterly investment by means of a pre-authorized draft drawn on a checking
account. Pioneer Investomatic Plan investments are voluntary, and you may
discontinue the plan at any time without penalty upon 30 days' written
notice. PSC acts as agent for the purchaser, the broker-dealer and PFD in
maintaining these plans. See "How to Buy Fund Shares."
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., PGA IRA Cust for John Smith may
only go into another account registered PGA IRA Cust for John Smith.
Direct Deposit
If you have elected to take distributions, whether dividends or dividends and
capital gains, in cash, or have established a Systematic Withdrawal Plan, you
may choose to have those cash payments deposited directly into your savings,
checking or NOW bank account. You may also establish this service by
completing the appropriate section on the Account Application when opening a
new account or the Account Options Form for an existing account.
Voluntary Tax Withholding
You may request (in writing) that PSC withhold 28% of the dividends and
capital gains distributions paid from your account (before any reinvestment)
and forward the amount withheld to the IRS as a credit against your federal
income taxes. This option is not available for retirement plan accounts or
for accounts subject to backup withholding.
Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you indicated otherwise on your Account Application or by
writing to PSC. You may sell or exchange your Fund shares by telephone by
calling 1-800-225-6292 between 8:00 a.m. and 8:00 p.m. Eastern Time on
weekdays. See "Share Price" for more information. To confirm that each
transaction instruction received by telephone is genuine, the 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
18
<PAGE>
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.
Retirement Plans
You should contact the Retirement Plans Department of PSC at 1-800-622-0176
for information relating to retirement plans for businesses, age-weighted
profit sharing plans, Simplified Employee Pension Plans, Individual
Retirement Accounts (IRA's), and Section 403(b) retirement plans for
employees of certain non-profit organizations and public school systems, all
of which are available in conjunction with investments in the Fund. The
Account Application enclosed with 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 from Class B share accounts are limited to 10% of the
value of the account at the time the plan is implemented. See "Waiver or
Reduction of CDSC" for more information. Periodic payments of $50 or more
will be sent to you, or any person designated by you, monthly or quarterly
and your periodic redemptions may be taxable to you. Payments can be made
either by check or electronic transfer to a bank account designated by you.
If you direct that withdrawal payments be made to another person after you
have opened your account, a signature guarantee must accompany your
instructions. Purchases of Class A shares of the 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
reinstatement occurs. In addition, if redemption resulted in a loss and an
investment is made in shares of the Fund within 30 days before or after the
redemption, you may not be able to recognize the loss for federal income tax
purposes. 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 requirement
for each fund you enter.
The 90-day reinstatement period may be extended by PFD for periods of up to
one year for shareholders living in areas that have experienced a natural
disaster, such as a flood, hurricane, tornado or earthquake.
The options and services available to shareholders, including the terms of
the Exchange Privilege and the Pioneer Investomatic Plan, may be revised,
suspended or terminated at any time by PFD or by the 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.
19
<PAGE>
XIV. THE FUND
Pioneer Europe Fund is an open-end, diversified management investment company
(commonly referred to as a mutual fund) organized as a Massachusetts business
trust on June 22, 1990. The Fund has authorized an unlimited number of shares
of beneficial interest. As an open-end management investment company, the
Fund usually continuously offers its shares to the public and under normal
conditions must redeem its shares upon the demand of any shareholder at the
then current net asset value per share. See "How to Sell Fund Shares." The
Fund is not required, and does not intend, to hold annual shareholder
meetings, although special meetings may be called for the purposes of
electing or removing Trustees, changing fundamental investment restrictions
or approving a management or subadvisory contract.
The Trustees have the authority, without further shareholder approval, to
classify and reclassify the shares of the Fund, or any additional series of
the Fund, into one or more classes. As of the date of this Prospectus, the
Trustees have authorized the issuance of two classes of shares, designated
Class A and Class B. The shares of each class represent an interest in the
same portfolio of investments of the 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 and Class B
shareholders have exclusive voting rights with respect to the Rule 12b-1
distribution plans adopted by holders of those shares in connection with the
distribution of shares. The Fund reserves the right to create and issue
additional series of shares.
When issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information, shares of the Fund are fully-paid and
non-assessable by the Fund. Shares will remain on deposit with the Fund's
transfer agent and certificates will not normally be issued. The Fund
reserves the right to charge a fee for the issuance of certificates.
XV. 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
shares the calculation reflects the deduction of any applicable contingent
deferred sales charge. The periods illustrated would normally include one,
five and ten years (or since the commencement of the public offering of the
shares of a Class, if shorter) through the most recent calendar quarter.
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.
20
<PAGE>
Notes
21
<PAGE>
Notes
22
<PAGE>
THE PIONEER FAMILY OF MUTUAL FUNDS
Growth Funds
Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer International Growth Fund
Pioneer Europe Fund
Pioneer Emerging Markets Fund
Growth and Income Funds
Pioneer Three
Pioneer II
Pioneer Fund
Pioneer Equity-Income Fund
Pioneer Winthrop Real Estate Investment Fund
Income Funds
Pioneer Income Fund
Pioneer Bond Fund
Pioneer America Income Trust
Pioneer Tax-Free Income Fund
Pioneer California Double Tax-Free Fund
Pioneer Massachusetts Double Tax-Free Fund
Pioneer New York Triple Tax-Free Fund
Pioneer Intermediate Tax-Free Fund
Pioneer Short-Term Income Trust
Specialized Growth Funds
Pioneer Gold Shares
Pioneer India Fund
Money Market Funds
Pioneer Cash Reserves Fund
Pioneer U.S. Government Money Fund
Pioneer Tax-Free Money Fund
23
<PAGE>
Pioneer
Europe Fund
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
DR. NORMAN KURLAND, Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
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: (617) 742-7825
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
Retirement plans ............................................... 1-800-622-0176
Automated fund yields, prices and
account information ........................................... 1-800-225-4321
Fax transactions ............................................... 1-800-225-4240
TDD (Telecommunications Device for the Deaf) ................... 1-800-225-1997
0295-2309
(C)Pioneer Funds Distributor, Inc.
[Pioneer Logo]
Pioneer
Europe Fund
Class A and
Class B Shares
Prospectus
February 28, 1995
24
