File No. 33-36265
File No. 811-6151
As Filed with the Securities and Exchange Commission on February 28, 1996.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Pre-Effective Amendment No. ___ / /
Post-Effective Amendment No. 5 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ______
/ X /
Amendment No. 6 / X /
(Check appropriate box or boxes)
PIONEER EUROPE FUND
(Exact name of registrant as specified in charter)
60 State Street, Boston, Massachusetts 02109
(Address of principal executive office) Zip Code
(617) 742-7825
(Registrant's Telephone Number, including Area Code)
Joseph P. Barri, Hale and Dorr, 60 State Street, Boston, MA 02109
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box):
____ immediately upon filing pursuant to paragraph (b)
_X__ on February 28, 1996 pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(1)
____ on [date] pursuant to paragraph (a)(1)
____ 75 days after filing pursuant to paragraph (a)(2)
____ on [date] pursuant to paragraph (a)(2)
of Rule 485
The Registrant has registered an indefinite number of shares pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Registrant has
filed its Rule 24f-2 Notice for its most recent fiscal year on or about December
29, 1995.
<PAGE>
PIONEER EUROPE FUND
Cross-Reference Sheet Showing Location in Prospectus and Statement of
Additional Information of Information Required by Items of
the Registration Form
Location in
Prospectus or
Statement of
Additional
Form N-1A Item Number and Caption Information
1. Cover Page...........................................Prospectus - Cover
Page
2. Synopsis.............................................Prospectus - Expense
Information
3. Condensed Financial Information......................Prospectus - Financial
Highlights
4. General Description of Registrant....................Prospectus -
Investment Objective
and Policies; Europe;
Management of the
Fund; Fund Share
Alternatives; Share
Price; How to Buy Fund
Shares; How to Sell
Fund Shares; How to
Exchange Fund Shares;
The Fund
5. Management of the Fund...............................Prospectus -
Management of the Fund
6. Capital Stock and Other Securities...................Prospectus -
Investment Objective
and Policies; Europe;
Fund Share
Alternatives; Share
Price; How to Buy Fund
Shares; How to Sell
Fund Shares; How
<PAGE>
Location in
Prospectus or
Statement of
Additional
Form N-1A Item Number and Caption Information
to Exchange Fund
Shares; The Fund
7. Purchase of Securities Being Offered.................Prospectus - Fund
Share Alternatives;
Share Price; How to
Buy Fund Shares; How
to Sell Fund Shares;
How to Exchange Fund
Shares; The Fund;
Shareholder Services;
Distribution Plans
8. Redemption or Repurchase.............................Prospectus - Fund
Share Alternatives;
Share Price; How to
Buy Fund Shares; How
to Sell Fund Shares;
How to Exchange Fund
Shares; The Fund;
Shareholder Services
9. Pending Legal Proceedings............................Not Applicable
10. Cover Page...........................................Statement of
Additional Information
- Cover Page
11. Table of Contents....................................Statement of
Additional Information
- Cover Page
12. General Information and History......................Statement of
Additional Information
- Cover Page;
Description of Shares
13. Investment Objectives and Policy.....................Statement of
Additional Information
- Investment Policies
and Restrictions
-2-
<PAGE>
14. Management of the Fund...............................Statement of
Additional Information
- Management of the
Fund; Investment
Manager
15. Control Persons and Principle Holders
of Securities......................................Statement of
Additional Information
- Management of the
Fund
16. Investment Advisory and Other
Services...........................................Statement of
Additional Information
- Management of the
Fund; Investment
Manager; Principal
Underwriter;
Distribution Plans;
Shareholder
Servicing/Transfer
Agent; Custodian;
Independent Public
Accountant
17. Brokerage Allocation and Other
Practices..........................................Statement of
Additional Information
- Portfolio
Transactions
18. Capital Stock and Other Securities...................Statement of
Additional Information
- Description of
Shares; Certain
Liabilities
-3-
<PAGE>
19. Purchase Redemption and Pricing of
Securities Being Offered...........................Statement of
Additional Information
- Letter of Intention;
Systematic Withdrawal
Plan; Determination of
Net Asset Value
20. Tax Status...........................................Statement of
Additional Information
- Tax Status
21. Underwriters.........................................Statement of
Additional Information
- Principal
Underwriter;
Distribution Plans
22. Calculation of Performance Data......................Statement of
Additional Information
- Investment Results
23. Financial Statements.................................Statement of
Additional Information
- Financial Statements
-4-
[Pioneer logo]
Pioneer
Europe Fund
Class A, Class B and Class C Shares
Prospectus
February 28, 1996
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 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 the Fund's Statement of Additional
Information, also dated February 28, 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 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 2
III. INVESTMENT OBJECTIVE AND POLICIES 4
IV. EUROPE 6
Risk Factors 6
V. MANAGEMENT OF THE FUND 6
VI. FUND SHARE ALTERNATIVES 8
VII. SHARE PRICE 8
VIII. HOW TO BUY FUND SHARES 9
IX. HOW TO SELL FUND SHARES 12
X. HOW TO EXCHANGE FUND SHARES 13
XI. DISTRIBUTION PLANS 14
XII. DIVIDENDS, DISTRIBUTIONS AND TAXATION 14
XIII. SHAREHOLDER SERVICES 15
Account and Confirmation Statements 15
Additional Investments 15
Automatic Investment Plans 15
Financial Reports and Tax Information 15
Distribution Options 15
Directed Dividends 15
Direct Deposit 16
Voluntary Tax Withholding 16
Telephone Transactions and Related
Liabilities 16
FactFone(SM) 16
Retirement Plans 16
Telecommunications Device for the Deaf (TDD) 16
Systematic Withdrawal Plans 16
Reinstatement Privilege (Class A Shares Only) 16
XIV. THE FUND 17
XV. INVESTMENT RESULTS 17
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 upon 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 Class C shares had been outstanding for the entire fiscal
year ended October 31, 1995.
Class
Class A 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
(as a percentage of original
purchase price or redemption
price, as applicable) None(1) 4.00% 1.00%
Redemption Fee(2) None None None
Exchange Fee None None None
Annual Operating Expenses
(as a percentage of average
net assets):
Management Fee 1.00% 1.00% 1.00%
12b-1 Fees 0.21% 1.00% 1.00%
Other Expenses (including transfer
agent fee, custodian fees and
accounting and printing
expenses) 0.88% 0.82% 0.82%
------
Total Operating Expenses 2.09% 2.82% 2.82%
====== =======
+ 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.
(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, 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 $77 $119 $163 $286
Class B Shares
--Assuming complete
redemption at end of
period $69 $117 $169 $297
--Assuming no
redemption $29 $ 87 $149 $297
Class C shares**
--Assuming complete
redemption at end of
period $39 $ 87 $149 $315
--Assuming no
redemption $29 $ 87 $149 $315
*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 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 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 other publicly available Pioneer mutual
funds. See "How to Exchange Fund Shares."
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 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. The information listed below
should be read in conjunction with the financial statements contained in the
Fund's Annual Report. Class C shares is a new class of shares; no financial
highlights exist for Class C shares. The Annual Report includes more
information about the Fund's performance and is available free of charge by
calling Shareholder Services at 1-800-225-6292.
2
<PAGE>
PIONEER EUROPE FUND
Financial Highlights For Each Class A Share Outstanding Throughout the
Period:
<TABLE>
<CAPTION>
4/2/91
(Commencement
of operations
For the Year Ended October 31, to
------------------------------------------------
1995+ 1994 1993 1992 10/31/91
--------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $19.91 $17.73 $14.63 $15.20 $15.00
------- ------- ------- ------- -----------
Increase (decrease) from
investment operations:
Net investment income
(loss) $ 0.12 $ 0.10 $ 0.04 $ 0.10 $ 0.00
Net realized and
unrealized gain (loss)
on investments and
other forward foreign
currency related
transactions 2.57 2.65 3.33 (0.62) 0.20
------- ------- ------- ------- -----------
Total increase
(decrease) from
investment operations $ 2.69 $ 2.75 $ 3.37 $(0.52) $ 0.20
Distribution to
shareholders from:
Net investment income (0.01) (0.31) (0.09) (0.05) --
Net realized gains (1.40) (0.26) (0.18) 0.00 --
------- ------- ------- ------- -----------
Net increase (decrease) in
net asset value $ 1.28 $ 2.18 $ 3.10 $(0.57) $ 0.20
------- ------- ------- ------- -----------
Net asset value, end of
period $21.19 $19.91 $17.73 $14.63 $15.20
======= ======= ======= ======= ===========
Total return* 15.12% 15.97% 23.47% (3.46%) 1.33%
Ratio of net operating
expenses to average net
assets 1.76%+++ 1.86% 2.00% 2.00% 2.00%**
Ratio of net investment
income to average net
assets 0.59%+++ 0.28% 0.24% 0.74% 0.10%**
Portfolio turnover rate 61.51% 99.92% 68.58% 49.79% 7.34%**
Net assets, end of period
(in thousands) $78,505 $67,375 $48,827 $35,205 $23,993
Ratios assuming no
reduction of fees or
expenses by Pioneering
Management Corporation
("PMC"):
Net operating expenses 2.10% 2.48% 2.77% 3.46% 4.93%**
Net investment income
(loss) 0.25% (0.34%) (0.53%) (0.72%) (2.83%)**
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 (0.60%)
</TABLE>
Financial Highlights For Each Class B Share Outstanding Throughout the
Period:
April 4,
For the 1994
Year to October
Ended 31,
10/31/95 1994***
--------- -----------
Net asset value, beginning
of period $19.80 $17.96
------- ---------
Increase (decrease) from
investment operations:
Net investment income
(loss) $(0.02) $ 0.01
Net realized and
unrealized gain (loss)
on investments and
other forward foreign
currency related
transactions 2.56 1.88
------- ---------
Total increase
(decrease) from
investment operations $ 2.54 $ 1.89
Distribution to
shareholders from:
Net investment income (0.02) (0.05)
Net realized gain (loss) (1.40) (0.00)
------- ---------
Net increase (decrease) in
net asset value $ 1.12 $ 1.84
------- ---------
Net asset value, end of
period $20.92 $19.80
======= =========
Total return* 14.43% 10.55%
Ratio of net operating
expenses to average net
assets 2.49%+++ 2.47%**
Ratio of net investment
income (loss) to average
net assets (0.13%)+++ (0.75%)**
Portfolio turnover rate 61.51% 99.92%
Net assets, end of period
(in thousands) $8,826 $3,037
Ratios assuming no
reduction of fees or
expenses by PMC:
Net operating expenses 2.85% 2.95%**
Net investment income
(loss) (0.49%) (1.23%)**
Ratios assuming a
reduction of fees and
expenses by PMC and a
reduction for fees paid
indirectly:
Net operating expenses 2.46%
Net investment loss (0.10%)
+The per share data is based upon average shares outstanding for the period
presented.
+++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.
***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 at the time of
purchase 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, PMC, the
Fund's investment 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 other countries of Eastern Europe in the
event that markets develop for those securities.
In pursuit of its objective, the Fund may pursue certain active management
techniques including options and futures. These techniques may be employed in
an attempt to hedge interest rate or other risks associated with the Fund's
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.
Forward foreign currency contracts, options and futures contracts are
described below and in greater detail in the Statement of Additional
Information under the caption "Investment Policies and Restrictions."
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 PMC 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 PMC 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 place cash or liquid, high grade 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 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 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
4
<PAGE>
multiplier." In exchange for undertaking the obligation to make such a cash
payment in the event the option is exercised, 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 PMC's
forecasts 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 PMC 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. The Fund will only write or purchase
options on foreign currencies that are 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 ("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, securities
indices, currencies and interest rates 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 the amount of any such
5
<PAGE>
option which is "in-the-money," 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.
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.
Temporary Investments
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 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 PMC believes there to be
extraordinary risks in being substantially fully invested.
Portfolio Turnover
Securities in the Fund's portfolio will be sold whenever PMC 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
(100% or more) involves greater expenses to the Fund and may increase the
possibility of shareholders realizing taxable capital gains. See "Financial
Highlights" for the actual turnover rates.
IV. EUROPE
PMC 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 economic integration of the European Union ("EU") member
states. It is not possible to quantify the economic benefits that might have
been derived from the attainment of a single market among member states of
the EU. 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 that such 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 and which
trade on recognized European securities exchanges. The Fund may also 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 currently
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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
PMC, 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 Fund.
The Manager
The Fund is managed under a contract with PMC, 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. 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. John F. Cogan, Jr.,
Chairman and President of the Fund, Chairman and a Director of PMC, 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 PMC, including the Fund, are overseen by an
Investment Committee (the "Committee"), which consists of PMC's most senior
investment professionals. The Committee is chaired by Mr. David Tripple,
PMC's President and Chief Investment Officer and Executive Vice President of
the 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.
Dr. Norman Kurland, Senior Vice President of PMC and Vice President of the
Fund, is generally responsible for the management of the international
portfolios managed by PMC. Dr. Kurland joined PMC in 1990 after working with
a variety of investment and industrial concerns. Patrick M. Smith, Vice
President of PMC, has been primarily responsible for day-to-day management of
the Fund since January 1994. Mr. Smith joined PMC in 1992 after working with
several investment advisers.
In addition to the Fund, PMC also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to private
institutional accounts. PMC's and PFD's executive offices are located at 60
State Street, Boston, Massachusetts 02109.
In managing the Fund, PMC 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, 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 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 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 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 Trust (other than as Trustees), PMC, 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 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, 1995, the Fund incurred expenses of $1,636,578, including
management fees paid or payable to PMC of $758,700.
Prior to March 1, 1996, PMC had 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 was waived only to the extent the fee is waived for Class A shares.
During the fiscal year ended October 31, 1995, this arrangement resulted in a
reduction of the Fund's management fee of $258,946. See the Statement of
Additional Information for more information.
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The primary objective of PMC 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.
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 brokerage allocation practices.
VI. 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 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 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
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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 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:
Sales Charge as a Dealer
Percentage of: Allowance
----------------- as a Percentage
Net 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 $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 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
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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 $500,000 or more in plan assets. In addition, Class A
shares of the 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 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
investment advisers 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 may also be sold at net
asset value in connection with certain reorganization, liquidation, or
acquisition transactions involving other investment companies or personal
holding companies.
Reduced sales charges for Class A shares are available through an agreement
to purchase a specified quantity of 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 mutual 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 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
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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 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 or such 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
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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 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.
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:
(bullet) If you are selling shares from a retirement account, you must make your
request in writing (except for exchanges to other Pioneer funds which
can be requested by phone or in writing). Call 1-800-622-0176 for 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, 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
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.
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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 of the shares originally held 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.
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
Pioneer mutual 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. Each telephone exchange request, whether by
voice or by FactFone, 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
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.
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 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
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
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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.
XI. DISTRIBUTION PLANS
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 and Class C shares. PFD
also receives the proceeds of any CDSC imposed on the redemption of Class B
and 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 0.75% and 0.25%,
respectively, of the net asset value of such shares.
Dealers may from time to time be required to meet certain criteria in order
to receive service fees. PFD or its affiliates are entitled to retain all
service fees payable under the Class B Plan or the Class C Plan for which
there is no dealer of record or for which qualification standards have not
been met as partial consideration for personal services and/or account
maintenance services performed by PFD or its affiliates for shareholder
accounts.
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, 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 the Fund receives notice from 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,
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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 to shareholders. 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 U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or
U.S. corporations, partnerships, trust or estates, and who are subject to
U.S. federal income tax. Shareholders should consult their own tax advisors
regarding state, local and other applicable tax laws.
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.
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 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 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
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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 purchase, sell or exchange Fund shares by telephone.
See "Share Price" and "How to Buy Fund Shares" 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).
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 is an automated inquiry and telephone transaction system available
to Pioneer shareholders by dialing 1-800-225-4321. FactFone 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 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. 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 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 will be limited to 10% of the value of the account if
a CDSC is applicable. 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
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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.
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 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. 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 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.
17
<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 Tax-Free Income Fund*
Pioneer Intermediate Tax-Free Fund*
Money Market Funds
Pioneer U.S. Government Money Fund
Pioneer Cash Reserves Fund
*Not suitable for retirement accounts.
18
<PAGE>
Notes
<PAGE>
[Cover]
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
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR
0296-3184
(C)Pioneer Funds Distributor, Inc.
[Pioneer logo]
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
<PAGE>
PIONEER EUROPE FUND
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
Class A, Class B and Class C Shares
February 28, 1996
This Statement of Additional Information (Part B of the Registration
Statement) is not a Prospectus, but should be read in conjunction with the
Prospectus (the "Prospectus") dated February 28, 1996, as amended and/or
supplemented from time to time, of Pioneer Europe Fund (the "Fund"). A copy of
the Prospectus can be obtained free of charge by calling Shareholder Services at
1-800-225-6292 or by written request to the Fund at 60 State Street, Boston,
Massachusetts 02109. The most recent Annual Report to Shareholders is attached
to, and is hereby incorporated into, this Statement of Additional Information.
TABLE OF CONTENTS
Page
1. Investment Policies and Restrictions................................... 2
2. Management of the Fund................................................. 9
3. Investment Manager..................................................... 14
4. Principal Underwriter.................................................. 15
5. Distribution Plans..................................................... 15
6. Shareholder Servicing/Transfer Agent................................... 18
7. Custodian.............................................................. 18
8. Independent Public Accountants......................................... 18
9. Portfolio.............................................................. 18
10. Tax.................................................................... 20
11. Description of Shares.................................................. 22
12. Certain Liabilities.................................................... 23
13. Letter of Intention.................................................... 23
14. Systematic Withdrawal Plan............................................. 24
15. Determination of Net Asset Value....................................... 24
16. Investment Results..................................................... 25
17. Financial.............................................................. 27
Appendix A............................................................. A-1
Appendix B............................................................. B-1
-------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS
<PAGE>
1. INVESTMENT POLICIES AND RESTRICTIONS
The Fund's Prospectus presents the investment objective and the
principal investment policies of the Fund. Additional investment policies and a
further description of some of the policies described in the Prospectus appear
below. Capitalized terms not otherwise defined herein have the meaning given to
them in the Prospectus.
The following policies and restrictions supplement those discussed in
the Prospectus. Except with respect to the policy on borrowing described below,
whenever an investment policy or restriction states a maximum percentage of the
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 the 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 the Fund's investment objective and policies, other
than the policy on borrowing.
Lending of Portfolio Securities
The Fund may lend portfolio securities to member firms of the New York
Stock Exchange, under agreements which require that the loans be fully
collateralized by cash, cash equivalents or United States ("U.S.") Treasury
Bills whose market value is not less than 100% of the securities loaned, marked
to market daily. The Fund would continue to receive the equivalent of the
interest or dividends paid by the issuer on 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 their 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 Fund will lend portfolio securities only to firms which
have been approved in advance by the Fund's Board of Trustees. Pioneering
Management Corporation ("PMC"), the Fund's investment adviser, will monitor the
creditworthiness of any such firms pursuant to standards approved by the Fund's
Board of Trustees. At no time would the value of the securities loaned exceed
30% of the value of the Fund's total assets. The Fund did not lend portfolio
securities during the last fiscal year and has no present intention to engage in
any material portfolio lending in the future.
Forward Foreign Currency Contracts
The foreign currency transactions of the Fund 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. The Fund also has authority to deal
in forward foreign currency exchange contracts involving currencies 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 Fund's 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 Fund accruing in connection with the purchase and sale of its
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 the
Fund will be engaged in hedging activities when adverse exchange rate movements
occur. The Fund will not attempt to hedge all of its foreign portfolio positions
and will enter into such transactions only to the extent, if any, deemed
appropriate by PMC. The Fund will not enter into speculative forward foreign
currency contracts.
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If the Fund enters into a forward contract to purchase foreign
currency, its custodian bank will segregate cash or liquid, high grade debt
securities in a separate account of the Fund in an amount equal to the value of
the Fund's 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 or the amount of the Fund's obligation on such
forward contract increases, additional cash or securities will be placed in the
account 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 the Fund to hedge against a devaluation that is so generally
anticipated that the Fund is not able to contract to sell the currency at a
price above the devaluation level it anticipates.
The cost to the Fund 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. The Fund may close out a
forward position in a currency by selling the forward contract or entering into
an offsetting forward contract.
Options on Foreign Currencies
The Fund may purchase and write options on foreign currencies for
hedging purposes in a manner similar to that of transactions in forward
contracts. For example, a decline in the dollar value of a foreign currency in
which portfolio securities are denominated will reduce the dollar value of such
securities, even if their value in the foreign currency remains constant. In
order to protect against such decreases in the value of portfolio securities,
the Fund may purchase put options on the foreign currency. If the value of the
currency declines, the Fund will have the right to sell such currency for a
fixed amount of dollars which exceeds the market value of such currency. This
would result in a gain that may offset, in whole or in part, the negative effect
of currency depreciation on the value of the Fund's securities denominated in
that currency.
Conversely, if a rise in the dollar value of a currency is projected
for those securities to be acquired, thereby increasing the cost of such
securities, the Fund may purchase call options on such currency. If the value of
such currency increases, the purchase of such call options would enable the Fund
to purchase currency for a fixed amount of dollars which is less than the market
value of such currency. Such a purchase would result in a gain that may offset,
at least partially, the effect of any currency related increase in the price of
securities the Fund intends to acquire. As in the case of other types of options
transactions, however, the benefit the Fund derives from purchasing foreign
currency options will be reduced by the amount of the premium and related
transaction costs. In addition, if currency exchange rates do not move in the
direction or to the extent anticipated, the Fund could sustain losses on
transactions in foreign currency options which would deprive it of a portion or
all of the benefits of advantageous changes in such rates.
The Fund may also write options on foreign currencies for hedging
purposes. For example, if a Fund anticipated a decline in the dollar value of
foreign currency denominated securities because of declining exchange rates, it
could, instead of purchasing a put option, write a covered call option on the
relevant currency. If the expected decline occurs, the option will most likely
not be exercised, and the decrease in value of portfolio securities will be
offset by the amount of the premium received by the Fund.
Similarly, the Fund could write a put option on the relevant currency,
instead of purchasing a call option, to hedge against an anticipated increase in
the dollar cost of securities to be acquired. If exchange rates move in the
manner projected, the put option will expire unexercised and allow the Fund to
offset such increased cost up to the
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<PAGE>
amount of the premium. However, as in the case of other types of options
transactions, the writing of a foreign currency option will constitute only a
partial hedge up to the amount of the premium, only if rates move in the
expected direction. If unanticipated exchange rate fluctuations occur, the
option may be exercised and the Fund would be required to purchase or sell the
underlying currency at a loss which may not be fully offset by the amount of the
premium. As a result of writing options on foreign currencies, the Fund also may
be required to forego all or a portion of the benefits which might otherwise
have been obtained from favorable movements in currency exchange rates.
A call option written on foreign currency by the Fund is "covered" if
the Fund owns the underlying foreign currency subject to the call, or if it has
an absolute and immediate right to acquire that foreign currency without
additional cash consideration. A call option is also covered if the Fund holds a
call on the same foreign currency for the same principal amount as the call
written where the exercise price of the call held is (a) equal to or less than
the exercise price of the call written or (b) greater than the exercise price of
the call written if the amount of the difference is maintained by the Fund in
cash and liquid, high grade debt securities in a segregated account with its
custodian.
The Fund may close out its position in a currency option by either
selling the option it has purchased or entering into an offsetting option.
Futures Contracts and Options on Future Contracts
All futures contracts entered into by the Fund 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
Fund can seek to offset a decline in the value of its current portfolio
securities through the sale of futures contracts. When interest rates are
falling or securities prices are rising, the Fund, through the purchase of
futures contracts, can attempt to secure better rates or prices than might later
be available in the market when it effects anticipated purchases. Similarly, the
Fund can sell futures contracts on a specified currency to seek 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. The Fund can
purchase futures contracts on foreign currency to establish the price in U.S.
dollars of a security denominated in such currency that the Fund has acquired or
expects 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 Fund 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 the Fund owns or
proposes to acquire. The Fund may, for example, take a "short" position in the
futures market by selling futures contracts in an attempt 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 the Fund or securities with characteristics similar to
those of the Fund's portfolio securities. Similarly, the Fund may sell futures
contracts in currency in which its portfolio
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<PAGE>
securities are denominated or in one currency to seek 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 PMC, there is a sufficient degree of
correlation between price trends for the Fund's portfolio securities and futures
contracts based on other financial instruments, securities indices or other
indices, the Fund may also enter into such futures contracts as part of its
hedging strategy. Although under some circumstances prices of securities in the
Fund's portfolio may be more or less volatile than prices of 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
the Fund enter into a greater or lesser number of futures contracts or by
attempting to achieve only a partial hedge against price changes affecting the
Fund's securities portfolio. 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 the Fund's portfolio securities would
be substantially offset by a decline in the value of the futures position.
On other occasions, the Fund may take a "long" position by purchasing
futures contracts. This would be done, for example, when the 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 Fund 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, the 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 the Fund's assets. By
writing a call option, the 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 the Fund intends to purchase. However, the 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 Fund in writing call options on futures (and in entering into futures
transactions) is potentially unlimited and may exceed the amount of the premium
received. The Fund 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 Fund's
ability to establish and close out positions on such options will be subject to
the development and maintenance of a liquid market.
Other Considerations. The Fund will engage in futures and related
options transactions for bona fide hedging purposes in accordance with CFTC
regulations or to seek to increase total return to the extent permitted by such
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 Fund is
not permitted to engage in speculative futures trading. The Fund 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 Fund or which it expects to purchase.
Except as stated below, the Fund's futures transactions will be entered
into for traditional hedging purposes -- i.e., futures contracts will be sold to
seek to protect against a decline in the price of securities (or the currency in
which they are denominated) that the Fund owns, or futures contracts will be
purchased to seek to protect the Fund against an
-5-
<PAGE>
increase in the price of securities (or the currency in which they are
denominated) it intends to purchase. As evidence of this hedging intent, the
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 particular cases, when it is economically advantageous for the 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 Fund to elect to comply with a different test, under
which the sum of the amounts of initial margin deposits on the Fund's existing
futures contracts and premiums paid for options on futures entered into for the
purpose of seeking to increase total return (net of the amount the positions are
"in the money") would not exceed 5% of the market value of the Fund's net
assets. The Fund 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 its qualification as a regulated investment company for federal
income tax purposes.
While transactions in futures contracts and options on futures may
reduce certain risks, such transactions themselves entail certain other risks.
Thus, while the Fund 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 Fund than if it 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
Fund may be exposed to risk of loss.
Perfect correlation between the Fund's futures positions and portfolio
positions will be difficult to achieve because no futures contracts based on
foreign corporate equity securities are currently available. The only futures
contracts available to hedge the Fund's portfolio are various futures on U.S.
Government securities and foreign currencies, futures on a municipal securities
index and stock index futures. In addition, 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
to different degrees.
Securities Index Options
The Fund 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 the Fund's securities or securities the Fund intends to
buy. Securities index options will not be used for speculative purposes.
Currently, options on stock indices are traded only on national
securities exchanges and 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 Fund may purchase put options in an attempt 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.
-6-
<PAGE>
The Fund 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 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 other securities indices 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 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 Fund immediately to realize gains or minimize losses on
its 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 the Fund from closing out its options positions. If the 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. Personnel
of PMC have experience in options transactions and gains and losses on
investments in options (and futures as described above) depend on PMC's ability
to predict correctly the direction of stock prices, currency exchange and
interest rates and other economic factors.
In addition to the risks of imperfect correlation between the Fund's
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
Fund 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.
Investment Restrictions
Fundamental Investment Restrictions. The following list presents all of
the fundamental investment restrictions applicable to the Fund. These
restrictions cannot be changed without the affirmative vote of the holders of a
majority of the Fund's outstanding shares. As used in the Prospectus and this
Statement of Additional Information, such approval means the approval of the
lesser of (i) the holders of 67% or more of the shares represented at a meeting
if the holders of more than 50% of the outstanding shares are present in person
or by proxy, or (ii) the holders of more than 50% of the outstanding shares.
Pursuant to these restrictions, the 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)......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;
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(3)......purchase securities for the purpose of controlling management
of other companies;
(4)......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 and repurchase agreements entered into in
accordance with the Fund's investment policies;
(5)......invest in real estate or interests therein, except that the
Fund may invest in readily marketable securities, other than limited partnership
interests, of companies that invest in real estate;
(6)......make loans, provided that the lending of portfolio securities
and the purchase of debt securities pursuant to the Fund's investment objective
shall not be deemed loans for the purposes of this restriction;
(7)......act as an underwriter, except as it may be deemed to be an
underwriter in a sale of restricted securities;
(8)......issue senior securities, except as permitted by restrictions
numbers 1, 4 and 6 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 currency 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
restriction number 9 below are not deemed to be senior securities;
(9)......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; or
(10).....invest more than 5% of its total assets in convertible debt
securities rated by a national ratings agency below investment grade.
In addition to the foregoing fundamental restrictions, at least 75% of
the value of the Fund's total assets must be represented by cash and cash items,
U.S. 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 the Fund and to not more than 10% of the outstanding voting securities
of such issuer.
It is the policy of the Fund 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 "SEC"), investments are deemed to
be concentrated in a particular industry if such investments constitute 25% or
more of the Fund's total assets. The 1940 Act provides that the policy of the
Fund with respect to concentration is a fundamental policy.
Non-Fundamental Investment Restrictions. The following list represents
non-fundamental investment restrictions applicable to the Fund. These
non-fundamental restrictions may be changed by a vote of the Board of Trustees
without shareholder approval.
The Fund may not:
(a)......purchase securities "on margin" or effect "short sales" of
securities;
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<PAGE>
(b)......acquire the securities of other domestic or foreign investment
companies or investment funds if, as a result, (i) more than 10% of the Fund's
total assets would be invested in securities of closed-end investment companies,
(ii) such purchase would result in more than 3% of the total outstanding voting
securities of any one such closed-end investment company being held by the Fund,
or (iii) more than 5% of the Fund's total assets would be invested in any one
such closed-end investment company, except in connection with a plan of merger
or consolidation with or acquisition of substantially all the assets of such
other investment company or fund. The Fund will not invest in the securities of
any open-end investment company, except in connection with a plan of merger or
consolidation with or acquisition of substantially all the assets of such other
open-end investment company;
(c)......purchase any security, including any repurchase agreement
maturing in more than seven days, which is illiquid, if more than 15% of the net
assets of the Fund, taken at market value, would be invested in such securities;
(d)......purchase or retain the securities of any company if officers
or Trustees of the Fund, or officers and directors of its advisers 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.
In order to register its shares in certain jurisdictions, the Fund has
agreed to adopt certain additional investment restrictions, which are not
fundamental and which may be changed by a vote of the Fund's Board of Trustees.
Pursuant to these additional investment restrictions, the 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 a recognized securities exchange, and provided further
that warrants acquired in units or attached to securities shall be deemed for
this purpose to have no value, (ii) write (sell) uncovered calls or puts or any
combination thereof or purchase calls, puts, straddles, spreads or any
combination thereof, or (iii) invest in interests in oil, gas or other mineral
exploration or development leases or programs, (iv) 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. The Fund
does not intend to borrow money during the coming year, and will do so only as a
temporary measure for extraordinary purposes or to facilitate redemptions. The
Fund will not purchase securities while any borrowings are outstanding.
2. MANAGEMENT OF THE FUND
The Fund's Board of Trustees provides broad supervision over the
affairs of the Fund. The officers of the Fund are responsible for the Fund's
operations. The Trustees and executive officers of the Fund 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 1940 Act.
JOHN F. COGAN, JR.*, Chairman of the Board, President and Trustee, DOB: June
1926
President, Chief Executive Officer and a Director of The Pioneer Group, Inc.
("PGI"); Chairman and a Director of Pioneering Management Corporation ("PMC")
and Pioneer Funds Distributor, Inc. ("PFD"); Director of Pioneering Services
Corporation ("PSC"), Pioneer Capital Corporation ("PCC") and Forest-Starma (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).
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RICHARD H. EGDAHL, M.D., Trustee, DOB: December 1926
Boston University Health Policy Institute, 53 Bay State Rd., Boston, MA 02115
Professor of Management, Boston University School of Management; Professor of
Public Health, Boston University School of Public Health; Professor of Surgery,
Boston University School of Medicine; Director, Boston University Health Policy
Institute and Boston University Medical Center; Executive Vice President and
Vice Chairman of the Board, University Hospital; Academic Vice President for
Health Affairs, Boston University; Director, Essex Investment Management
Company, Inc. (investment adviser), Health Payment Review, Inc. (health care
containment software firm), Mediplex Group, Inc. (nursing care facilities firm),
Peer Review Analysis, Inc. (health care facilities firm) and Springer-Verlag New
York, Inc. (publisher); Honorary Trustee, Franciscan Children's Hospital and
Trustee of all of the Pioneer mutual funds.
MARGARET B.W. GRAHAM, Trustee, DOB: May 1947
The Keep, P.O. Box 110. Little Deer Isle, ME 04650
Founding Director, Winthrop Group, Inc. (consulting firm) since 1982; Manager
of Research Operations, Xerox Palo Alto Research Center, from 1991 to 1994;
Professor of Operations Management and Management of Technology, Boston
University School of Management ("BUSM"), from 1989 to 1993 and Trustee of all
of the Pioneer mutual funds, except Pioneer Variable Contracts Trust.
JOHN W. KENDRICK, Trustee, DOB: July 1917
6363 Waterway Drive, Falls Church, VA 22044
Professor Emeritus and Adjunct Scholar, George Washington University;
Economic Consultant and Director, American Productivity and Quality Center;
American Enterprise Institute and Trustee of all of the Pioneer mutual funds,
except Pioneer Variable Contracts Trust.
MARGUERITE A. PIRET, Trustee, DOB: May 1948
One Boston Place, Suite 2635, Boston, MA 02108
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.
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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.
NORMAN KURLAND, Vice President, DOB: November 1949
Senior Vice President of PMC since 1993; Vice President of PMC from 1990 to
1993; Vice President of Pioneer India Fund, Pioneer Emerging Markets Fund and
Pioneer International Growth Fund.
WILLIAM H. KEOUGH, Treasurer, DOB: April 1937
Senior Vice President, Chief Financial Officer and Treasurer of PGI;
Treasurer of PFD, PMC, PSC, PCC, PIC, PIntl, PMT, PGL, First Russia, Omega and
Pioneer SBIC Corporation; Treasurer and Director of PPC and Treasurer of all of
the Pioneer mutual funds.
JOSEPH P. BARRI, Secretary, DOB: August 1946
Secretary of PGI, PMC, PPC, PIC, PIntl, PMT, First Russia, Omega and PCC;
Clerk of PFD and PSC; Partner, Hale and Dorr (counsel to the Fund) and Secretary
of all of the Pioneer mutual funds.
ERIC W. RECKARD, Assistant Treasurer, DOB: June 1956
Manager of Fund Accounting of PMC since May 1994, Manager of Auditing,
Compliance and Business Analysis for PGI prior to May 1994 and Assistant
Treasurer of all of the Pioneer mutual funds.
ROBERT P. NAULT, Assistant Secretary, DOB: March 1964
General Counsel and Assistant Secretary of PGI since 1995; Assistant
Secretary of PMC, PIntl, PGL, First Russia, Omega and all of the Pioneer mutual
funds; Assistant Clerk of PFD and PSC: and formerly of Hale and Dorr (counsel to
the 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.
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<PAGE>
Investment Principal
Fund Name Adviser Underwriter
Pioneer International Growth Fund PMC PFD
Pioneer Europe Fund PMC PFD
Pioneer Emerging Markets Fund PMC PFD
Pioneer India Fund PMC PFD
Pioneer Capital Growth Fund PMC PFD
Pioneer Mid-Cap Fund PMC PFD
Pioneer Growth Shares PMC PFD
Pioneer Small Company Fund PMC PFD
Pioneer Gold Shares PMC PFD
Pioneer Equity-Income Fund PMC PFD
Pioneer Fund PMC PFD
Pioneer II PMC PFD
Pioneer Real Estate Shares PMC PFD
Pioneer Short-Term Income Trust PMC PFD
Pioneer America Income Trust PMC PFD
Pioneer Bond Fund PMC PFD
Pioneer Income Fund PMC PFD
Pioneer Intermediate Tax-Free Fund PMC PFD
Pioneer Tax-Free Income Fund PMC PFD
Pioneer 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
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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.
PMC, the Fund's investment adviser, also manages the investments of
certain institutional private accounts. To the knowledge of the Fund, no officer
or Trustee of the Fund owned 5% or more of the issued and outstanding shares of
PGI as of the date of this Statement of Additional Information, except Mr. Cogan
who then owned approximately 15% of such shares. As of the date of this
Statement of Additional Information, the Trustees and officers of the Fund owned
beneficially in the aggregate less than 1% of the outstanding shares of the
Fund. As of such date, to the knowledge of the Fund, no person owned more than
5% of the outstanding shares of the Fund.
Remuneration of Trustees
The Fund pays an annual trustees' fee to each Trustee who is not
affiliated with PGI, PMC, PFD or PSC consisting of two components: (a) a base
fee of $500 and (b) a variable fee, calculated on the basis of the Fund's
average net assets, estimated to be approximately $91 for 1996. In addition, the
Fund pays a per meeting fee of $120 to each Trustee who is not affiliated with
PGI, PMC, PFD or PSC. The Fund also pays an annual committee
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<PAGE>
participation fee to each Trustee who serves as a member of any committees
established to act on behalf of one or more of the of Pioneer mutual funds.
Committee fees are allocated to the Fund on the basis of the Fund's average net
assets. Each Trustee who is a member of the Audit Committee for the Pioneer
mutual funds receives an annual fee equal to 10% of the aggregate annual
trustees' fee, except the Committee Chairperson who receives an annual trustees'
fee equal to 20% of the aggregate annual trustees' fee. The 1996 fees for the
Audit Committee members and Chairperson are expected to be approximately $6,000
and $12,000, respectively. Members of the Pricing Committee for the Pioneer
mutual funds, as well as any other committee which renders material functional
services to the Board of Trustees for the Pioneer mutual funds, receives an
annual fee equal to 5% of the annual trustees' fee, except the Committee
Chairperson who will receive an annual trustees' fee equal to 10% of the annual
trustees' fee. The 1996 fees for the Pricing Committee members and Chairperson
are expected to be approximately $3,000 and $6,000, respectively. Any such fees
paid to affiliates or interested persons of PGI, PMC, PFD or PSC are reimbursed
to the Fund under its Management Contract. The Fund pays no salaries of
compensation to any of its officers.
The following table provides information regarding the compensation
paid by the Fund and the other Pioneer mutual funds to the Trustees for their
services for the Fund's most recently completed fiscal year. The Fund paid no
salaries or compensation to any of its officers. The Fund paid an annual
trustees' fee of $1,000 plus $100 per meeting attended to each Trustee who was
not an interested person of PMC, PFD or PGI and paid an annual trustees' fee of
$500 plus expenses to each other Trustee. Any such fees and expenses paid to
interested persons of PMC, PFD or PGI (currently Messrs. Cogan and Tripple) were
reimbursed to the Fund under its Management Contract.
Total Compensation
from the Pioneer
Aggregate Family of Funds
Compensation (33 funds including
Director_ From the Fund** the Fund)***
John F. Cogan, Jr. $ 500.00* $ 11,000*
Richard H. Egdahl, M.D. 2,041.41 63,315
Margaret B.W. Graham 2,041.41 63,315
John W. Kendrick 2,041.41 62,398
Marguerite A. Piret 2,715.83 76,704
David D. Tripple 500.00* 11,000*
Stephen K. West 2,379.07 68,180
John Winthrop 2,496.74 71,199
--------------------------
Totals $14,715.88 $427,111
============================
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* PMC fully reimbursed the Fund and the other funds in the Pioneer Family
of Mutual Funds for compensation paid to Messrs. Cogan and Tripple.
** For the fiscal year ended October 31, 1995.
*** For the calendar year ended December 31, 1995.
_ No Trustee received or accrued any pension or other retirement benefits
from the Fund during either of the periods covered.
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<PAGE>
3. INVESTMENT MANAGER
The Fund has contracted with PMC, 60 State Street, Boston,
Massachusetts, to act as its manager for management and advisory services. A
description of the services provided under the Management Contract and the
expenses paid by the Fund is set forth under "Management of the Fund" in the
Prospectus.
The Management Contract is renewable annually by the vote of a majority
of the Board of Trustees (including a majority of the 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 each
such renewal. The contract terminates if assigned and may be terminated without
penalty by the Fund or PMC upon sixty days' written notice by vote of its Board
of Directors or Trustees or a majority of its outstanding voting securities.
Under the Fund's current Management Contract, which was approved by the
shareholders of the Fund on April 27, 1994 and became effective on April 30,
1994, as compensation for its management services and expenses incurred, PMC is
entitled to a management fee from the Fund at the rate of 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 any excess over $500 million. The fee is computed and
accrued daily and paid monthly. Prior to March 1, 1996, PMC had agreed not to
impose a portion of its management fee to the extent required to limit the Class
A shares' total expenses to 1.75% of the average daily net assets attributable
to the Class A shares. The portion of the management fee attributable to Class B
shares was waived only to the extent the management fee was waived for Class A
shares. This agreement was voluntary and temporary and was terminated by PMC on
February 28, 1996.
PMC has agreed that if in any fiscal year the aggregate expenses of the
Fund exceed the expense limitation established by any state having jurisdiction
over the Fund, PMC will reduce its management fee to the extent required by
state law. The most restrictive state expense limit currently applicable to the
Fund provides that the Fund's expenses in any fiscal year may not exceed 2.5% of
the first $30 million of average daily net assets, 2.0% of the next $70 million
of such assets and 1.5% of such assets in excess of $100 million. In the past,
the relevant state has granted relief for international funds, such as the Fund,
because of their higher operations costs, and the Fund expects to seek such
relief to the extent it becomes necessary to do so.
Under the Fund's prior Management Contract, which terminated on April
29, 1994, as compensation for its management services and expenses incurred, PMC
was entitled to a management fee from the Fund at the rate of 1.10% per annum of
the funds average daily net assets up to $300 million, 1.05% of the next $200
million and 0.95% of any excess over $500 million. PMC had also voluntarily
agreed not impose a portion of its management fee and to make other
arrangements, if necessary to limit other expenses of the Fund to the extent to
limit the Class A shares total expenses to 2.00% of the average daily net assets
attributable to the Class A shares. This expense limitation also terminated on
April 29, 1994. Prior to April 30, 1994, the Fund relied on five Subadvisers
(collectively, the "Subadvisers") for investment advice with respect to
investments in securities of companies whose principal executive officers were
located in France, Germany, Italy, Netherlands and the United Kingdom.
These subadvisory arrangements also terminated on April 29, 1994.
The Fund paid $131,361, $243,963 and $499,754 in management fees for
the fiscal years ended October 31, 1993, 1994 and 1995, respectively. The Fund
would have incurred management fees payable to PMC during such periods of
$443,141, $592,674 and $758,700, respectively, had the fee reduction agreements
not been in place.
Under the terminated subadvisory agreements, each Subadviser was paid
an advisory fee by PMC at the annual rate of 0.50% of the average daily net
assets of the Fund managed by it. These subadvisory fees, which accrued daily
and were paid quarterly, were payable by PMC without regard to any expense
limitation affecting PMC's fees. For the fiscal year ended October 31, 1993, PMC
paid subadvisory fees of $29,478 to BPG Advisory Investment S.A.; $17,617 to
Schroder Munchmeyer Hengst Capital GmbH; $6,342 to Euromobiliare, S.I.M.,
S.p.A.;
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<PAGE>
$34,763 to Mees & Hope Fundmanagement B.V.; and $45,048 to Edinburgh-Wilmington
International Capital Management. During the period from November 1, 1993 to
April 29, 1994, PMC paid subadvisory fees of $24,302, $10,411 and $15,840 to BPG
Advisory Investment S.A., Schroder Munchmeyer Hengst Capital GmbH and Mees &
Hope Fundmanagement B.V., respectively. During the same period, no subadvisory
fees were paid to Euromobiliare, S.I.M., S.p.A. and Edinburgh-Wilmington
International Capital Management.
The Fund's subadvisory agreement with a Spanish subadviser, Gestemar
Gestion, S.G.I.I.C., S.A., terminated on July 29, 1993, following a change in
the subadviser's management. PMC assumed responsibility for managing the Fund's
Spanish assets at that time. For period from November 1, 1992 to July 29, 1993,
PMC paid subadvisory fees of $10,315 to Gestemar Gestion, S.G.I.I.C., S.A.
4. PRINCIPAL UNDERWRITER
PFD serves as the principal underwriter in connection with the
continuous offering of shares of the Fund pursuant to an Underwriting Agreement,
dated October 9, 1990. The Trustees who were not interested persons of the Fund,
as defined in the 1940 Act, approved the Underwriting Agreement, which will
continue in effect from year to year, if annually approved by the Trustees. See
"Distribution Plans" below. The Underwriting Agreement provides that PFD will
bear certain distribution expenses not borne by the Fund. For the fiscal years
ended October 31, 1993, 1994 and 1995, net underwriting commissions earned by
PFD were approximately $38,447, $40,109 and $56,000, respectively. Commissions
reallowed to dealers during such periods were approximately $281,000, $482,102
and $368,000, respectively.
PFD bears all expenses it incurs in providing services under the
Underwriting Agreement. Such expenses include compensation to its employees and
representatives and to securities dealers for distribution related services. PFD
also pays certain expenses in connection with the distribution of the Fund'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 Fund bears the cost of
registering its shares under federal, state and foreign securities law. See
"Distribution Plans" below.
The Fund 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 Fund.
The Fund will not generally issue Fund shares for consideration other
than cash. At the Fund's sole discretion, however, the Fund may issue shares for
consideration other than cash in connection with a bona fide reorganization,
statutory merger or other acquisition of portfolio securities (other than
municipal debt securities issued by state political subdivisions or their
agencies or instrumentalities) provided (i) the securities meet the investment
objectives and policies of the Fund; (ii) the securities are acquired by the
Fund for investment and not for immediate resale; (iii) the securities are not
restricted as to transfer either by law or liquidity of market; and (iv) the
securities have a value which is readily ascertainable (and not established only
by evaluation procedures) as evidenced by a listing on the American Stock
exchange or the New York Stock Exchange or by quotation under the Nasdaq
National Market. An exchange of securities for Fund shares will generally be a
taxable transaction to the shareholder.
5. DISTRIBUTION PLANS
The Fund has adopted plans of distribution pursuant to Rule 12b-1
promulgated by the SEC under the 1940 Act with respect to its Class A, Class B
and Class C shares (the "Class A Plan", the "Class B Plan" and the "Class C
Plan") (together, the "Plans").
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<PAGE>
Class A Plan
Pursuant to the Class A Plan the Fund reimburses PFD for its
expenditures in financing certain activities primarily intended to result in the
sale of the Class A Plan shares. Certain categories of such expenditures have
been approved by the Board of Trustees and are set forth in the Prospectus. See
"Distribution Plans" in the Prospectus. The expenses of the Fund pursuant to the
Class A Plan are accrued daily at a rate which may not exceed the annual rate of
0.25% of the Fund's average daily net assets attributable to Class A shares.
Class B Plan
The Class B Plan provides that the 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 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's service fee at a rate
equal to 0.25% of the amount invested. As compensation therefor, PFD may retain
the service fee paid by the 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 Fund. PFD pays
commissions to dealers as well as expenses of printing prospectuses and reports
used for sales purposes, expenses with respect to the preparation and printing
of sales literature and other distribution related expenses, including, without
limitation, the cost necessary to provide distribution- related services, or
personnel, travel office expenses and equipment. The Class B Plan also provides
that PFD will receive all contingent deferred sales charges ("CDSCs")
attributable to Class B shares. (See "Distributions Plans" in the Prospectus.)
Class C Plan
The Class C Plan provides that the 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
PFD a distribution fee and a service fee at rates of up to 0.75% and 0.25%,
respectively, of the 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's service fee at a
rate equal to 0.25% of the amount invested. As compensation therefor, PFD may
retain the service fee paid by the 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 current value 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.
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<PAGE>
The purpose of distribution payments to PFD under the Class C Plan is
to compensate PFD for its distribution services with respect to the Class C
shares of the Fund. PFD pays commissions to dealers as well as expenses of
printing prospectuses and reports used for sales purposes, expenses with respect
to the preparation and printing of sales literature and other
distribution-related expenses, including, without limitation, the cost necessary
to provide distribution-related services, or personnel, travel office expenses
and equipment. The Class C Plan also provides that PFD will receive all CDSCs
attributable to Class C shares. (See "Distributions Plans" in the Prospectus.)
General
In accordance with the terms of the Plans, PFD provides to the Fund 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 Fund, nor any Trustee of the Fund who is
not an interested person of the Fund, has any direct or indirect financial
interest in the operation of the Plans except to the extent that PFD and certain
of its employees may be deemed to have such an interest as a result of receiving
a portion of the amounts expended under the Plans by the Fund 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 Fund, as defined in the 1940 Act (none of whom has or
have any direct or indirect financial interest in the operation of the Plans)
(the "Qualified Trustees"), cast in person at a meeting called for the purpose
of voting on the Plans. In approving the Plans, the Trustees identified and
considered a number of potential benefits which the Plans may provide. The Board
of Trustees believes that there is a "reasonable likelihood" that the Plans will
benefit the Fund and its current and future shareholders. Under their terms, the
Plans remain in effect from year to year provided such continuance is approved
annually by vote of the Trustees in the manner described above. The Plans may
not be amended to increase materially the annual percentage limitation of
average net assets which may be spent for the services described therein without
approval of the shareholders of the 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 Fund and have no direct or indirect financial interest in the operations
of the Plan, or by a vote of a majority of the outstanding voting securities of
the respective Class of the Fund (as defined in the 1940 Act). A Plan will
automatically terminate in the event of its assignment (as defined in the 1940
Act). In the Trustees' quarterly review of the Plans, they will consider the
Plans continued appropriateness and the level of compensation they provide.
During the fiscal year ended October 31, 1995, the Fund incurred total
distribution fees of $147,374 and $56,924 pursuant to the Class A Plan and the
Class B Plan, respectively. Class C shares were first offered on January 31,
1996. Distribution fees were paid by the Fund to PFD in reimbursement of
expenses related to servicing of shareholder accounts and to compensate dealers
and sales personnel.
During the fiscal year ended October 31, 1995, CDSCs, at a rate
declining from a maximum of 4.0% of the lower of the cost or market value of the
shares being redeemed, of $6,902 were deducted from redemptions of Class B
shares made within 6 years of purchase (as described in "How to Buy Fund Shares"
in the Prospectus). Such CDSCs are paid to PFD in reimbursement of expenses
related to servicing of shareholders accounts and compensation paid to dealers
and sales personnel.
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6. SHAREHOLDER SERVICING/TRANSFER AGENT
The Fund has contracted with PSC, 60 State Street, Boston,
Massachusetts, to act as shareholder servicing and transfer agent for the Fund.
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, as the case may be, or a majority of the Fund's outstanding voting
securities.
Under the terms of its contract with the Fund, PSC will service
shareholder accounts, and its duties will include: (i) processing sales,
redemptions and exchanges of shares of the Fund; (ii) distributing dividends and
capital gains associated with Fund portfolio accounts; and (iii) maintaining
account records and responding to shareholder inquiries.
PSC receives an annual fee of $22.00 per Class A, Class B and Class C
shareholder account from the Fund as compensation for the services described
above. PSC is also reimbursed by the Fund for its out-of-pocket expenditures.
The annual fee is set at an amount determined by vote of a majority of the
Fund's Trustees (including a majority of the Trustees who are not parties to the
contract with PSC or interested persons of any such parties) to be comparable to
fees for such services being paid by other investment companies.
7. CUSTODIAN
Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts
02109 (the "Custodian"), is the custodian of the Fund's assets. The Custodian's
responsibilities include safekeeping and controlling the Fund's cash and
securities in the U.S. as well as in Europe, handling the receipt and delivery
of securities, and determining income and collecting interest and dividends on
the Fund's investments. The Custodian fulfills its function in Europe through a
network of subcustodian banks located in European countries (the
"Subcustodians"). The Custodian also provides fund accounting, bookkeeping and
pricing assistance to the Fund and assistance in arranging for forward currency
exchange contracts as described above under "Investment Policies and
Restrictions."
The Custodian does not determine the investment policies of the Fund or
decide which securities the Fund will buy or sell. The Fund may invest in
securities issued by the Custodian or any of the Subcustodians, deposit cash in
the Custodian or any Subcustodian and deal with the Custodian or any of the
Subcustodians 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 in the U.S. or in recognized central
depositories in Europe. In approving the Subcustodian for European securities,
the Fund's Board of Trustees made certain determinations required by Rule 17f-5
promulgated under the 1940 Act. The Trustees will annually review and approve
the continuations of the Fund's European custodian arrangements.
8. INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, One International Place, Boston, Massachusetts
02110, are the Fund's independent public accountants, providing audit services
and assistance and consultation with respect to the preparation of tax returns
and filings with the SEC.
9. PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed
on behalf of the Fund by PMC pursuant to authority contained in the Fund's
Management Contract. In selecting brokers or dealers, PMC considers other
factors relating to best execution, 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
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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 Fund and/or other investment companies or accounts 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 brokerage
and research services provided by such broker-dealer, the Fund may pay
commissions to the broker-dealer in an amount greater than the amount another
firm might 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 many transactions
on behalf of the Fund and other investment companies or accounts 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 broker-dealers solely because
such services were provided. Management believes that no exact dollar value can
be calculated for such services.
The research received from broker-dealers may be useful to PMC in
rendering investment management services to the Fund as well as to other
investment companies or accounts managed by PMC, although not all of 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
accounts may be useful to PMC in carrying out its obligations to the Fund. 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 their own staffs.
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. This policy does not imply a commitment to execute all
portfolio transactions through all broker-dealers that sell shares of the Fund.
Brokerage commissions in European countries are generally fixed (non-
negotiable) and other transaction costs on European securities exchanges are
generally higher than in the United States.
In addition to the Fund, PMC acts as investment adviser to other
Pioneer mutual funds and certain private accounts with investment objectives
similar to those of the Fund. Securities frequently meet the investment
objective of the Fund, 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 company or account may choose to hold its investment
in the same issue may likewise vary. To the extent that more than one of the
Pioneer mutual funds or a private account managed by PMC seeks to acquire the
same security at about the same time as the Fund, the Fund may not be able to
acquire as large a position in such security as it desires or it may have to pay
a higher price for the security. Similarly, the Fund may not be able to obtain
as large an execution of an order to sell or as high a price for any particular
portfolio security if PMC decides to sell on behalf of another account the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one company or account, the
resulting participation in volume transactions could produce better executions
for the Fund. In the event
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more than one account purchases or sells the same security on a given date, the
purchases and sales will normally be made as nearly as practicable on a pro rata
basis in proportion to the amounts desired to be purchased or sold by each.
The Trustees periodically review PMC's performance of its
responsibilities in connection with portfolio transactions on behalf of the
Fund.
For the fiscal years ended October 31, 1993, 1994 and 1995, the Fund
paid or owed aggregate brokerage commissions of $205,326, $363,875 and $249,961,
respectively. For the fiscal year ended October 31, 1994, the Fund paid a
brokerage commission of $3,949 to an affiliated broker of Euromobiliare, S.I.M.,
S.p.A.. The percentage of the Fund's aggregate brokerage commissions paid to an
affiliated broker of the former Subadviser was 1%.
10. TAX STATUS
It is the Fund's policy to meet the requirements of Subchapter M of the
Code for qualification as a regulated investment company. If the Fund meets all
such requirements and distributes to its shareholders, in accordance with the
Code's timing requirements, annually all taxable and exempt income, if any,
which it receives, the Fund will be relieved of the necessity of paying federal
income tax.
In order to qualify as a regulated investment company under Subchapter
M, the Fund must, among other things, derive at least 90% of its annual gross
income from dividends, interest, gains from the sale or other disposition of
stock, securities or foreign currencies, or other income (including gains from
options, futures and forward contracts) derived with respect to its business of
investing in such stock, securities or currencies (the "90% income test"), limit
its gross 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 annual distribution and quarterly
diversification requirements.
Dividends from net investment income, net short-term capital gains and
certain net foreign exchange gains are taxable as ordinary income to the
shareholders, whether received in cash or in additional shares. Dividends from
net long-term capital gains, if any, whether received in cash or additional
shares, are taxable to the 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 the 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 the Fund in connection
with certain transactions involving foreign currency-denominated debt
securities, forward foreign currency contracts, foreign currencies, options and
future contracts on 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 the Fund acquires stock in certain non-U.S. corporations that
receive at least 75% of their annual gross income from passive sources (such as
sources that produce interest, dividend, rental, royalty or capital gain income)
or
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hold at least 50% of their assets in such passive sources ("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. In certain cases, an election may be available that
would ameliorate these adverse tax consequences. The Fund may limit its
investments in passive foreign investment companies and will undertake
appropriate actions, including consideration of any available elections, to
limit its tax liability, if any, with respect to such investments.
Since, at the time of an investor's purchase of Fund shares, a portion
of the per share net asset value by which the purchase price is determined may
be represented by realized or unrealized appreciation in the Fund's portfolio or
undistributed taxable income of the Fund, subsequent distributions (or portions
thereof) on such shares may be taxable to such investor even if the net asset
value of his shares is, as a result of the distributions, reduced below his cost
for such shares and the distributions (or portions thereof) in reality represent
a return of a portion of his investment.
Redemptions and exchanges are taxable events. Any loss realized by a
shareholder upon the redemption or other sale of shares with a tax holding
period at the time of redemption of six months or less will be treated as a
long-term capital loss to the extent of any amounts treated as distributions of
long-term capital gain with respect to such shares.
In addition, as described in the Prospectus, the tax treatment of gains
or losses on the redemption or exchange of certain Class A shares within 90 days
after their purchase may be affected by subsequent investments in the same Fund
or another fund pursuant to a reinvestment or exchange privilege, and losses on
certain redemptions may be disallowed under "wash sale" rules in the event of
other investments in the Fund (including those made pursuant to automatic
dividend reinvestment) within 30 days before or after a redemption or other sale
of shares.
For federal income tax purposes, the Fund is permitted to carry forward
a net realized capital loss in any year to offset realized capital gains, if
any, during the eight years following the year of the loss. To the extent
subsequent net realized capital gains are offset by such losses, they would not
result in federal income tax liability to the Fund and are not expected to be
distributed as such to shareholders.
The Fund's dividends paid to U.S. corporate shareholders normally will
not qualify for the dividends-received deduction available to corporations,
because the Fund does not expect to receive dividends from U.S. domestic
corporations.
The Fund will be subject to withholding and other taxes imposed by
foreign countries with respect to its investments in those countries. Tax
conventions between certain countries and the U.S. may reduce or eliminate such
taxes in some cases. If more than 50% of the value of the Fund's total assets at
the close of any fiscal year consists of stock or securities of foreign
corporations, the Fund may elect to pass through to shareholders their pro rata
shares of foreign taxes paid by the Fund, with the result that shareholders
would be required to include such taxes in their gross incomes (in addition to
dividends and distributions actually received by shareholders) and would treat
such shares as foreign taxes paid by them, for which they may be entitled to a
tax deduction or credit for such taxes on their own tax returns, subject to
certain limitations under the Code.
Different tax treatment, including penalties on certain excess
contributions and deferrals, certain pre-retirement and post-retirement
distributions, and certain prohibited transactions, is accorded to accounts
maintained as qualified retirement plans. Shareholders should consult their tax
advisers for more information.
The Fund is not subject to Massachusetts corporate excise or franchise
taxes. Provided that the Fund qualifies as a regulated investment company under
the Code, it will also not be required to pay any Massachusetts income tax.
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Interest rate futures contracts or futures contracts on securities,
securities indices or foreign currencies entered into by the Fund and options
written or purchased by the Fund on securities, securities indices, foreign
currencies or futures contracts, 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 futures or
forward contracts may not have been disposed of or closed out and delivery may
not have been made thereunder and such options may not have lapsed, been closed
out, or exercised, and the tax rules applicable to these derivative instruments
may affect the characterization as long-term or short-term of some capital gains
and losses realized by the Fund. Additionally, certain options, futures, and
forward contracts on foreign currency and certain options on foreign currency
futures contracts 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 the 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 the Fund's income and loss and hence of distributions to
shareholders. Certain elections may be available with respect to these
instruments that may enable the Fund to ameliorate some adverse effects of the
tax rules described in this paragraph.
Federal law requires that the Fund withhold (as "backup withholding")
31% of reportable payments, including dividends, capital gain dividends, and the
proceeds of redemptions, repurchases or exchanges, 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 is their correct number and that they are not
currently subject to backup withholding, or that they are exempt from backup
withholding. The 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 federal income tax. The description does not address any
special tax rules applicable to particular types of entities, such as banks,
insurance companies or tax-exempt organizations. Shareholders should consult
their own tax advisors on these matters and on state, local and other applicable
tax laws. Investors other than U.S. persons may be subject to different U.S. tax
treatment, including a possible 30% U.S. non-resident alien withholding tax (or
a lower treaty rate) on any amounts treated as ordinary income and, unless an
effective IRS Form W-8 or authorized substitute is one file, to 311 backup
withholding on certain other payments from the Fund. Shareholders should consult
their own tax advisers on these matters and on state, local and other applicable
tax laws.
11. DESCRIPTION OF SHARES
The Fund's Declaration of Trust permits the Board of Trustees to
authorize the issuance of an unlimited number of full and fractional shares of
beneficial interest (without par value) which may be divided into such separate
series as the Trustees may establish. Currently, the Fund consists of only one
series. The Trustees may, however, establish additional series of shares in the
future, and may divide or combine the shares into a greater or lesser number of
shares without thereby changing the proportionate beneficial interests in the
Fund. The Declaration of Trust further authorizes the Trustees to classify or
reclassify any series of the shares into one or more classes. Pursuant thereto,
the Trustees have authorized the issuance of three classes of shares of the
Fund, Class A shares, Class B shares and Class C shares. Each share of a class
of the Fund represents an equal proportionate interest in the assets of the Fund
allocable to that class. Upon liquidation of the Fund, shareholders of each
class of the Fund are entitled to share pro rata in the Fund's net assets
allocable to such class available for distribution to shareholders. The Fund
reserves the
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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.
Shareholders are entitled to one vote for each share held and may vote
in the election of Trustees and on other matters submitted to meetings of
shareholders. Although Trustees are not elected annually by the shareholders,
shareholders have, under certain circumstances, the right to remove one or more
Trustees. No amendment adversely affecting the rights of shareholders may be
made to the Fund'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 Fund's operations are governed
by its Declaration of Trust dated October 13, 1992, as amended from time to
time, a copy of which is on file with the office of the Secretary of State of
The Commonwealth of Massachusetts. Shareholders of a Massachusetts business
trust may, under certain circumstances, be held personally liable for the
obligations of the Fund. However, the Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of the Fund or any
series of the Fund and provides that notice of such disclaimer may be given in
each agreement, obligation or instrument entered into or executed by the Fund or
its Trustees. Moreover, the Declaration of Trust provides for the
indemnification out of Fund property of any shareholders held personally liable
for any obligations of the Fund or any series of the Fund. The Declaration of
Trust also provides that the Fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the Fund 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 Fund itself would be unable to
meet its obligations. In light of the nature of the Fund's business and the
nature and amount of its assets, the possibility of the Fund's liabilities
exceeding its assets, and therefore a shareholder's risk of personal liability,
is remote.
The Declaration of Trust further provides that the Fund 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 Fund. The Declaration of Trust does not authorize the Fund 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 the 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 the 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 the Prospectus. For
example, a person who signs a Letter of Intention providing for a total
investment in Fund 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 Fund and in
all other Pioneer mutual funds, as of the date of the Letter of Intention as a
credit toward determining the applicable sales charge for the Class A shares to
be purchased under the Letter of Intention.
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The Letter of Intention authorizes PSC to escrow 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 Fund to sell, the full amount indicated and the investor
should read the provisions of the Letter of Intention carefully before signing.
14. SYSTEMATIC WITHDRAWAL PLAN
The Systematic Withdrawal Plan ("SWP") is designed to provide a
convenient method of receiving fixed payments at regular intervals from shares
of the Fund deposited by the applicant under this SWP. The applicant must
deposit or purchase for deposit with PSC shares of the Fund having a total value
of not less than $10,000. Periodic payments of $50 or more will be made to the
applicant, or any person designated by him, monthly or quarterly. Class B share
accounts must meet the minimum initial investment requirement prior to
establishing a SWP. Withdrawals under a SWP from Class B and Class C share
accounts are limited to 10% of the value at the time the SWP is established. See
"Waiver or Reduction of Contingent Deferred Sales Charge" in the prospectus.
Any income dividends or capital gains distributions on shares under the
SWP will be credited to the SWP account on the payment date in full and
fractional shares at the net asset value per share in effect on the record date.
SWP payments are made from the proceeds of the redemption of 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 SWP account. Share redemptions are taxable transactions, and 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 SWP have been
redeemed.
15. DETERMINATION OF NET ASSET VALUE
The net asset value per share of each class of the Fund is determined
as of the close of regular trading on the New York Stock Exchange (the
"Exchange") (currently 4:00 PM, Eastern Time) on each day on which the Exchange
is open for trading. As of the date of this Statement of Additional Information,
the New York Stock Exchange is open for trading every weekday except for the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset
value per share of each class of the 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. The 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 the 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 a class, and dividing it by the number of
outstanding shares. For purposes of determining net asset value expenses of the
classes of the Fund are accrued daily.
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 last bid and asked prices. Securities for which no market quotations are
readily available (including those the trading of which 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. The maximum offering price per Class A share is the net
asset value per Class A share,
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plus the maximum sales charge. 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 the 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
the Fund's classes may be compared to averages or rankings prepared by Lipper
Analytical Services, Inc., a widely recognized independent service which
monitors mutual fund performance; the Europe Australia Far East Index ("EAFE"),
an unmanaged index of international stock markets; The Europe 13 Index, an
unmanaged market weighted index of 13 European markets; any of the country
indexes or regional indexes prepared by Morgan Stanley Capital International;
the Standard & Poor's 500 Stock Index ("S&P 500"), an index of unmanaged groups
of common stock; or the Dow Jones Industrial Average, a recognized unmanaged
index of common stocks of 30 industrial companies listed on the New York Stock
Exchange.
In addition, the performance of the classes of the 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, USA Today, U.S. News and World Report
and the Wall Street Journal may also be cited (if the 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, Lipper Analytical Services, Inc., Kanon Bloch Carre & Co.,
Micropal, Inc., Morningstar, Inc., Schabacker Investment Management and Towers
Data Systems, Inc.
In addition, from time to time, quotations from articles from financial
publications such as those listed above may be used in advertisements, in sales
literature or in reports to shareholders of the Fund.
The Fund may also present, from time to time, historical information
depicting the value of a hypothetical account in one or more classes of the Fund
since the Fund's inception.
In presenting investment results, the 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.
Standardized Annual Average Total Return Quotations and Other Performance
Quotations
One of the primary methods used to measure the performance of a Class
of the 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 the Fund, over any period up to the lifetime of that Class of the 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
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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.
The Fund's average annual total return quotations for each of its
classes as that information may appear in the Prospectus, this Statement of
Additional Information or in advertising are calculated by standard methods
prescribed by the SEC.
Standardized 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 the class made on the first day of
a designated period (assuming all dividends and distributions are reinvested) to
equal the ending redeemable value of such hypothetical investment on the last
day of the designated period in accordance with the following formula:
P(1+T)n = ERV
Where: P = a hypothetical initial payment of $1,000,
less the maximum sales load of $57.50 for
Class A shares or the deduction of the CDSC
for Class B and Class C shares at the end of
the period.
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical
$1,000 initial payment made at the beginning
of the designated period (or fractional
portion thereof)
For purposes of the above computation, it is assumed that all dividends and
distributions made by the 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 the Class' mean
account size.
The average annual total return for each Class of shares for the
one-year, three-year and life-of-the-Fund periods ended October 31, 1995 were:
1 Year 5 Years 10 Years Life
------ ------- -------- ----
Class A Shares 8.52% N/A N/A 9.55% *
Class B Shares 10.43% N/A N/A 13.71% **
- --------------
* Commencement of operations, April 2, 1991.
* Commencement of operations, April 4, 1994.
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<PAGE>
Class A share results reflect the maximum sales charge of 5.75%. Class
B share results reflect the effect of the CDSC that would have been charged if
shares were redeemed at the end of each period. If PMC's voluntary fee and
expense reduction agreement had not been in place, total return would have been
lower. Class C shares were first offered on January 31, 1996.
Automated Information Line
FactFoneSM, Pioneer's 24-hour automated information line, allows
shareholders to dial toll-free 1-800-225-4321 and hear recorded fund
information, including:
o net asset value prices for all Pioneer mutual funds;
o annualized 30-day yields on Pioneer's fixed income funds;
o annualized 7-day yields and 7-day effective (compound) yields
for Pioneer's money market funds; and
o dividends and capital gains distributions on all Pioneer
mutual funds.
Yields are calculated in accordance with SEC mandated standard formulas.
In addition, using a personal identification number ("PIN"),
shareholders may enter purchases, exchanges and redemptions, access their
account balance and last three transactions and may order a duplicate statement.
See "FactFoneSM" in the Prospectus for more information.
All performance numbers communicated through FactFoneSM represent past
performance and figures for all quoted bond funds include the maximum applicable
sales charge. A shareholder's actual yield and total return will vary with
changing market conditions. The value of Class A, Class B and Class C shares
(except for Pioneer money market funds, which seek a stable $1.00 share price)
will also vary and may be worth more or less at redemption than their original
cost.
17. FINANCIAL STATEMENTS
The audited financial statements are included in the Fund's 1995 Annual
Report to Shareholders which is hereby incorporated by reference into this
Statement of Additional Information and attached hereto in reliance upon the
report of Arthur Andersen LLP, independent public accountants, as experts in
accounting and auditing.
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<PAGE>
Appendix A
Risk-Adjusted Average Annual Total Return (1983-1993)
with varying U.S./International Asset Allocation
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
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<PAGE>
term of the bond was assumed to be a simple average of the maturity and first
call dates minus the current date. The bond was "held" for the calendar year and
returns were computed. Total returns for 1977-1991 are calculated as the change
in the flat price or and-interest price.
INTERMEDIATE-TERM U.S. GOVERNMENT BONDS
Total returns of the intermediate-term government bonds for 1977-1991 are
calculated from The Wall Street Journal prices, using the change in flat price.
Returns from 1934-1986 are obtained from the CRSP Government Bond File.
Each year, one-bond portfolios are formed, the bond chosen is the shortest
noncallable bond with a maturity not less than 5 years, and this bond is "held"
for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) From 1934-1942, almost all bonds
with maturities near 5 years were partially or full tax-exempt and were selected
using the rules described above. Personal tax rates were generally low in that
period, so that yields on tax-exempt bonds were similar to yields on taxable
bonds. From 1926-1933, there are few bonds suitable for construction of a series
with a 5-year maturity. For this period, five year bond yield estimates are
used.
MSCI
Morgan Stanley Capital International Indices, developed by the Capital
International S.A., are based on share prices of some 1470 companies listed on
the stock exchanges around the world.
Countries in the MSCI EAFE Portfolio are:
Australia; Austria; Belgium; Denmark; Finland; France; Germany; Hong Kong;
Italy; Japan; Netherlands; N. Zealand; Norway; Singapore/Malaysia; Spain;
Sweden; Switzerland; United Kingdom.
6 MONTH CDs
Data sources include the Federal Reserve Bulletin and The Wall Street Journal.
LONG-TERM U.S. CORPORATE BONDS
For 1969-1991, corporate bond total returns are represented by the Salomon
Brothers Long-Term High-Grade Corporate Bond Index. Since most large corporate
bond transactions take place over the counter, a major dealer is the natural
source of these data. The index includes nearly all Aaa- and Aa-rated bonds. If
a bond is downgraded during a particular month, its return for the month is
included in the index before removing the bond from future portfolios.
Over 1926-1968 the total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946-1968, Ibbotson
and Sinquefield backdated the Salomon Brothers' index, using Salomon Brothers'
monthly yield data with a methodology similar to that used by Salomon for
1969-1991. Capital appreciation returns were calculated from yields assuming (at
the beginning of each monthly holding period) a 20-year maturity, a bond price
equal to par, and a coupon equal to the beginning-of-period yield. For the
period 1926-1945, the Standard and Poor's monthly High-Grade Corporate Composite
yield data were used, assuming a 4 percent coupon and a 20-year maturity. The
conventional present-value formula for bond price for the beginning and
end-of-month prices was used. (This formula is presented in Ross, Stephen A.,
and Randolph W. Westerfield, Corporate Finance, Times Mirror/Mosby, St. Louis,
1990, p. 97 ["Level-Coupon Bonds"].) The monthly income return was assumed to be
one-twelfth the coupon.
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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.
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.
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<PAGE>
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
A-4
<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
<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
<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
<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
<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
<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
<PAGE>
<TABLE>
<CAPTION>
Pioneer Europe Fund A
Sales
Initial Offering Charge Shares Purchased Net Asset Value Per Initial Net
Date Investment Price Included Share Asset Value
<S> <C> <C> <C> <C> <C> <C>
4/2/91 $10,000 $15.92 5.75% 628.141 $15.00 $9,425
Value of Shares
(Dividends and Capital Gains Reinvested)
From Investment From Cap. Gains From Dividends Reinvested
Date Reinvested Total Value
---- ---------- -----------
12/31/91 $9,774 $0 $0 $9,774
12/31/92 $9,253 $113 $84 $9,450
12/31/93 $11,237 $309 $274 $11,820
12/31/94 $10,986 $1,244 $304 $12,534
12/31/95 $12,431 $2,452 $344 $15,227
Pioneer Europe Fund B *
Sales
Initial Offering Charge Shares Purchased Net Asset Value Per Initial Net
Date Investment Price Included Share Asset Value
<S> <C> <C> <C> <C> <C> <C>
4/4/94 $10,000 $17.96 0.00% 556.793 $17.96 $10,000
Value of Shares
(Dividends and Capital Gains Reinvested)
From From Cap. Gains From Dividends
Date Investment Reinvested Reinvested Total Value
---- ----------- ---------- ---------- -----------
12/31/94 $9,661 $793 $38 $10,492
12/31/95 $10,852 $1,772 $43 $12,267
</TABLE>
*Does not reflect the effect of the contingent deferred sales charge.
Past performance does not guarantee future results. Return and share
price fluctuate and your shares when redeemed may be worth more or less than
your original purchase.
<PAGE>
APPENDIX B
The Pioneer family of mutual funds was established in 1928 with the
creation of Pioneer Fund. Pioneer is one of the oldest, most respected and
successful money managers in the United States.
As of December 31, 1995, PMC employed a professional investment staff
of 44, with a combined average of 15 years' experience in the financial services
industry.
At December 31, 1995, there were 637,060 non-retirement shareholder
accounts and 345,309 retirement shareholder accounts in the Pioneer's funds.
Total assets for all Pioneer Funds at December 31, 1995 were $12,764,708,124
representing 982,369 shareholder accounts.
B-1
<PAGE>
FORM N-1A
PIONEER EUROPE FUND
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
The financial statements of the Registrant are
incorporated by reference from the Annual Report to
Shareholders for the fiscal year ended October 31, 1995
(filed with the Securities and Exchange Commission on
December 27, 1995, Accession No. 0000866707-95-000016.
(b) Exhibits:
1.1. Amended and Restated Declaration of Trust+
1.2. Establishment and Designation of Classes+
2. Amended and Restated By-Laws+
3. None
4. None
5. Management Contract dated April 30, 1994
between the Registrant and Pioneering
Management Corporation+
6.1. Underwriting Agreement dated October 9, 1990
between the Registrant and Pioneer Funds
Distributor, Inc.+
6.2. Form of Dealer Sales Agreement+
7. None
8. Custodian Agreement dated January 14, 1992
between the Registrant and Brown Brothers
Harriman & Co.+
9. Investment Company Service Agreement dated
April 2, 1991 between the Registrant and
Pioneering Services Corporation+
C-1
<PAGE>
10. None
11. Consent of Arthur Andersen LLP+
12. None
13. Stock Purchase Agreement+
14. None
15.1 Distribution Plan*
15.2 Distribution Plan relating to Class B shares+
15.3 Distribution Plan relating to Class C shares+
16. Description of Average Annual Total Return**
17. Financial Data Schedule+
18.1 Multiple Class Plan pursuant to Rule 18f-3
relating to Class A and Class B shares+
18.2 Multiple Class Plan pursuant to Rule 18f-3
relating to Class A, Class B and Class C
shares+
19. Powers of Attorney.*
- -----------------------
+ Filed herewith.
* Incorporated by reference from the Registrant's Registration Statement on
Form N-1A (File Nos. 33-36265 and 811-6151) (the "Registration Statement") as
filed with the Securities and Exchange Commission (the "SEC") on August 8, 1990.
** Incorporated by reference from the Registrant's Post-Effective Amendment
No. 1 to the Registration Statement as filed with the SEC on February 6, 1992.
C-2
<PAGE>
Item 25. Persons Controlled By or Under
Common Control With Registrant
The Pioneer Group, Inc., a Delaware corporation ("PGI"), owns 100% of the
outstanding capital stock of Pioneering Management Corporation, a Delaware
corporation ("PMC"), Pioneering Services Corporation ("PSC"), Pioneer Capital
Corporation ("PCC"), Pioneer Fonds Marketing GmbH ("GmbH"), Pioneer SBIC Corp.
("SBIC"), Pioneer Associates, Inc., Pioneer International Corporation, Pioneer
Plans Corporation ("PPC"), Pioneer Goldfields Limited ("PGL"), and Pioneer
Investments Corporation ("PIC"), all Massachusetts corporations. PMC owns 100%
of the outstanding capital stock of Pioneer Funds Distributor, Inc. ("PFD"), a
Massachusetts corporation. PGI also owns 100% of the outstanding capital stock
of Pioneer Metals and Technology, Inc. ("PMT"), a Delaware corporation, and
Pioneer First Polish Trust Fund Joint Stock Company ("First Polish"), a Polish
corporation. PGI owns 90% of the outstanding shares of Teberebie Goldfields
Limited ("TGL"). Pioneer Fund, Pioneer II, Pioneer Bond Fund, Pioneer
Intermediate Tax-Free Fund, Pioneer Growth Trust, 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 Interest Shares, Inc. (a Nebraska
corporation) and Pioneer Growth Shares, Pioneer Income Fund, Pioneer India Fund,
Pioneer Tax-Free Income Fund, Pioneer Emerging Markets Fund, Pioneer Mid-Cap
Fund, Pioneer Money Market Trust, Pioneer Real Estate Shares, Pioneer Small
Company Fund and Pioneer Variable Contracts Trust (each of the foregoing, a
Delaware business trust) are all parties to management contracts with PMC. PCC
owns 100% of the outstanding capital stock of SBIC. SBIC is the sole general
partner of Pioneer Ventures Limited Partnership, a Massachusetts limited
partnership. John F. Cogan, Jr. owns approximately 15% of the outstanding shares
of PGI. Mr. Cogan is Chairman of the Board, President and Trustee of the
Registrant and of each of the Pioneer mutual funds; Director and President of
PGI; President and Director of PPC, PIC, Pioneer International Corporation and
PMT; Director of PCC and PSC; Chairman of the Board and Director of PMC, PFD and
TGL; Chairman, President and Director of PGL; Chairman of the Supervisory Board
of GmbH; Chairman and Member of Supervisory Board of First Polish; and Chairman
and Partner, Hale and Dorr.
Item 26. Number of Holders of Securities
The following table sets forth the approximate number of record
holders of each class of securities of the Registrant as of February 1, 1996:
C-3
<PAGE>
Class A Class B Class C
Number of Record Holders: 7,688 1,032 1
Item 27. Indemnification
Except for the Declaration of Trust dated June 22, 1990, and
amended and restated on October 13, 1992 (the "Declaration of Trust"),
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.
Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
All of the information required by this item is set forth in the
Form ADV, as amended, of the Registrant's investment advisor, 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.
C-4
<PAGE>
Item 29. Principal Underwriter
(a) See Item 25 above.
(b) Directors and Officers of PFD:
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
John F. Cogan, Jr. Director and Chairman Chairman of the Board,
Chief Executive
Officer and Trustee
Robert L. Butler Director and President None
David D. Tripple Director Executive Vice
President and Trustee
Steven M. Graziano Senior Vice President None
Stephen W. Long Senior Vice President None
John W. Drachman Vice President None
Barry G. Knight Vice President None
William A. Misata Vice President None
Anne W. Patenaude Vice President None
Elizabeth B. Rice Vice President None
Gail A. Smyth Vice President None
Constance D. Spiros Vice President None
Marcy Supovitz Vice President None
Steven R. Berke Assistant None
Vice President
Mary Sue Hoban Assistant None
Vice President
William H. Keough Treasurer Treasurer
Roy P. Rossi Assistant Treasurer None
Joseph P. Barri Clerk Secretary
Robert P. Nault Assistant Clerk Assistant Secretary
Mary Kleeman Vice President None
C-5
<PAGE>
(c) Not applicable.
Item 30. Location of Accounts and Records
The accounts and records are maintained at the Registrant's office
at 60 State Street, Boston, Massachusetts; contact the Treasurer.
Item 31. Management Services
The Registrant is not a party to any management-related service
contract, except as described in the Prospectus and Statement of Additional
Information.
Item 32. Undertakings
(a) Not applicable.
(b) Not applicable.
(c) 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 has caused this Post-Effective
Amendment to the Registration Statement (the "Amendment") (which meets all the
requirements for effectiveness pursuant to Rule 485(b) under the Securities Act
of 1933) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and The Commonwealth of Massachusetts, on the
28th day of February, 1996.
PIONEER EUROPE FUND
/s/ John F. Cogan, Jr.___
John F. Cogan, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signature Date
Principal Executive Officer: )
)
)
John F. Cogan, Jr.* )
John F. Cogan, Jr., President )
)
)
Principal Financial and )
Accounting Officer: )
)
)
William H. Keough* )
William H. Keough, Treasurer )
)
Trustees: )
)
)
)
John F. Cogan, Jr.* )
John F. Cogan, Jr. )
<PAGE>
Robert H. Egdahl, M.D.* )
Robert H. Egdahl, M.D. )
)
)
John W. Kendrick* )
John W. Kendrick )
)
)
Marguerite A. Piret* )
Marguerite A. Piret )
)
)
David D. Tripple* )
David D. Tripple )
)
)
Stephen K. West* )
Stephen K. West )
)
)
John Winthrop* )
John Winthrop )
)
)
Margaret B. W. Graham* )
Margaret B. W. Graham )
*By: /s/ Joseph P. Barri_ February 28, 1996
-------------------
Joseph P. Barri,
Attorney-in-Fact
<PAGE>
Exhibit Index
Exhibit
Number Document Title
1.1. Amended and Restated Declaration of Trust
1.2. Establishment and Designation of Classes
2. Amended and Restated By-Laws
5. Management Contract dated April 30, 1994 between the Registrant
and Pioneering Management Corporation
6.1. Underwriting Agreement dated October 9, 1990 between the
Registrant and Pioneer Funds Distributor, Inc.
6.2. Form of Dealer Sales Agreement
8. Custodian Agreement dated January 14, 1992 between the Registrant
and Brown Brothers Harriman & Co.
9. Investment Company Service Agreement dated April 2, 1991 between
the Registrant and Pioneering Services Corporation
11. Consent of Arthur Andersen LLP
13. Stock Purchase Agreement
15.2 Distribution Plan relating to Class B shares
15.3 Distribution Plan relating to Class C shares
17. Financial Data Schedule
18.1 Multiple Class Plan pursuant to Rule 18f-3 relating to Class A and
Class B shares
18.2 Multiple Class Plan pursuant to Rule 18f-3 relating to Class A,
Class B and Class C shares
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
PIONEER EUROPE FUND
60 State Street
Boston, Massachusetts
02109
Dated October 13, 1992
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I - NAME AND DEFINITIONS ....................................... 1
Section 1.1. Name............................................... 1
Section 1.2. Definitions........................................ 1
ARTICLE II - TRUSTEES .................................................. 4
Section 2.1. General Powers..................................... 4
Section 2.2. Investments........................................ 4
Section 2.3. Legal Title........................................ 6
Section 2.4. Issuance and Repurchase of Shares.................. 7
Section 2.5. Delegation; Committees............................. 7
Section 2.6. Collection and Payment............................. 7
Section 2.7. Expenses........................................... 7
Section 2.8. Manner of Acting; By-laws.......................... 7
Section 2.9. Miscellaneous Powers............................... 8
Section 2.10. Principal Transactions............................. 9
Section 2.11. Litigation......................................... 9
Section 2.12. Number of Trustees................................. 9
Section 2.13. Election and Term.................................. 10
Section 2.14. Resignation and Removal............................ 10
Section 2.15. Vacancies.......................................... 10
Section 2.16. Delegation of Power to Other
Trustees........................................... 11
Section 2.17. Record Dates....................................... 11
Section 2.18. Appointment of Chairman of Trustees................ 12
ARTICLE III - CONTRACTS ................................................ 12
Section 3.1. Underwriting Contract.............................. 12
Section 3.2. Advisory or Management Contract.................... 12
Section 3.3. Administration Agreement........................... 13
Section 3.4. Service Agreement.................................. 13
Section 3.5. Transfer Agent..................................... 14
Section 3.6. Custodian.......................................... 14
i
<PAGE>
Section 3.7. Affiliations of Trustees or
Officers, Etc...................................... 14
Section 3.8. Compliance with 1940 Act........................... 15
ARTICLE IV - LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS.................................... 15
Section 4.1. No Personal Liability of
Shareholders, Trustees, Etc........................ 15
Section 4.2. Standard of Care; Non-Liability
of Trustees, Etc................................... 17
Section 4.3. Mandatory Indemnification.......................... 17
Section 4.4. No Bond Required of Trustees....................... 19
Section 4.5. No Duty of Investigation, Etc...................... 19
Section 4.6. Reliance on Experts, Etc........................... 20
Section 4.7. Contribution....................................... 20
Section 4.8. Limitation on Monetary Damages..................... 20
ARTICLE V - SHARES OF BENEFICIAL INTEREST............................... 20
Section 5.1. Beneficial Interest................................ 20
Section 5.2. Rights of Shareholders............................. 21
Section 5.3. Trust Only......................................... 21
Section 5.4. Issuance of Shares................................. 21
Section 5.5. Register of Shares................................. 22
Section 5.6. Transfer of Shares................................. 22
Section 5.7. Notices............................................ 23
Section 5.8. Treasury Shares.................................... 23
Section 5.9. Voting Powers...................................... 23
Section 5.10. Meetings of Shareholders........................... 24
Section 5.11. Series or Class Designation........................ 24
Section 5.12. Assent to Declaration of Trust..................... 28
ARTICLE VI - REDEMPTION AND REPURCHASE OF SHARES........................ 28
Section 6.1. Redemption of Shares............................... 28
Section 6.2. Price.............................................. 29
Section 6.3. Payment............................................ 29
Section 6.4. Effect of Suspension of Determination
of Net Asset Value................................. 29
ii
<PAGE>
Section 6.5. Repurchase by Agreement............................ 30
Section 6.6. Redemption of Shareholder's
Interest........................................... 30
Section 6.7. Redemption of Shares in Order to
Qualify as Regulated Investment
Company; Disclosure of Holding............... 30
Section 6.8. Suspension of Right of Redemption.................. 31
ARTICLE VII - DETERMINATION OF NET ASSET VALUE, NET
INCOME AND DISTRIBUTIONS.............................. 31
Section 7.1. Net Asset Value.................................... 31
Section 7.2. Distributions to Shareholders...................... 32
Section 7.3. Determination of Net Income;
Reduction of Outstanding Shares.................... 33
Section 7.4. Power to Modify Foregoing
Procedures................................... 34
ARTICLE VIII - DURATION; TERMINATION OF TRUST OR A
SERIES OR CLASS; AMENDMENT; MERGERS, ETC............. 34
Section 8.1. Duration........................................... 34
Section 8.2. Termination of the Trust or a
Series or a Class.................................. 34
Section 8.3. Amendment Procedure................................ 36
Section 8.4. Merger, Consolidation and
Sale of Assets..................................... 37
Section 8.5. Incorporation...................................... 37
ARTICLE IX - MISCELLANEOUS.............................................. 38
Section 9.1. Execution and Filing............................... 38
Section 9.2. Governing Law...................................... 38
Section 9.3. Counterparts....................................... 38
Section 9.4. Reliance by Third Parties.......................... 38
Section 9.5. Provisions in Conflict with Law
or Regulations............................... 39
iii
<PAGE>
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
PIONEER EUROPE FUND
Dated October 13, 1992
Amended and Restated DECLARATION OF TRUST made this day of October 13,
1992 by John F. Cogan, Jr., Margaret B.W. Graham, Franklin R. Johnson, John W.
Kendrick, Marguerite A. Piret, David D. Tripple 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 June 22, 1990 the
Trustees established a trust for the investment and reinvestment of funds
contributed thereto;
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 of Trust in its entirety, as
follows:
<PAGE>
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the trust created hereby is "Pioneer
Europe Fund" (the "Trust").
Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings:
(a) "Administrator" means the party, other than the Trust, to the
contract described in Section 3.3 hereof.
(b) "By-laws" means the By-laws referred to in Section 2.8 hereof, as
from time to time amended.
(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 "Assignment," "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.
-2-
<PAGE>
(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.
(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 amended, 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 (or, if the Trust shall have only one such component,
then that one) 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.
-3-
<PAGE>
(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 Europe Fund.
(t) The "Trustees" means the persons who have signed this Declaration,
so long as they shall continue in office in accordance with the terms hereof,
and all other persons who now serve or may from time to time be duly elected,
qualified and serving as Trustees in accordance with the provisions of Article
II hereof, and reference herein to a Trustee or the Trustees shall refer to such
person or persons in this capacity or their capacities as trustees hereunder.
(u) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including any and all assets of or allocated to any
Series or Class, as the context may require.
-4-
<PAGE>
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
-5-
<PAGE>
or participations and all other contracts for or evidence of equity interests;
bonds, debentures, bills, time notes and all other evidences of indebtedness;
negotiable or non-negotiable instruments; government securities, including
securities of any state, municipality or other political subdivision thereof, or
any governmental or quasi-governmental agency or instrumentality; and money
market instruments including bank certificates of deposit, finance paper,
commercial paper, bankers' acceptances and all kinds of repurchase agreements,
of any corporation, company, trust, association, firm or other business
organization however established, and of any country, state, municipality or
other political subdivision, or any governmental or quasi-governmental agency or
instrumentality; and the Trustees shall be deemed to have the foregoing powers
with respect to any additional securities in which the Trust may invest should
the Fundamental Restrictions be amended.
(c) To acquire (by purchase, subscription or otherwise), to hold, to
trade in and deal in, to acquire any rights or options to purchase or sell, to
sell or otherwise dispose of, to lend and to pledge any such securities, to
enter into repurchase agreements, reverse repurchase agreements, firm commitment
agreements, and forward foreign currency exchange contracts, to purchase and
sell options on securities, indices, currency or 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.
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(f) To borrow money from a bank for temporary or emergency purposes and
not for investment purposes; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security the Trust Property; and to lend Trust Property.
(g) To aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in the
Trust Property or in the affairs of which the Trustees have any direct or
indirect interest; to do all acts and things designed to protect, preserve,
improve or enhance the value of such obligation or interest; and to guarantee or
become surety on any or all of the contracts, stocks, bonds, notes, debentures
and other obligations of any such corporation, company, trust, association or
firm.
(h) To enter into a plan of distribution and any related agreements
whereby the Trust may finance directly or indirectly any activity which is
primarily intended to result in sale 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.
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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 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 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
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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 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. In the event the Trustees incur and pay any expense on
behalf of the Trust or any Series or Class or incur any loss or liability in
administering the Trust or a Series or Class, the Trustees shall have a lien on
the assets of the Fund or Series, as the case may be, prior to any rights or
interests of Shareholders. The Trustees shall fix the compensation of all
officers, employees and Trustees.
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 the entire number
of Trustees then in office. Meetings of the Trustees may be called orally or in
writing by the Chairman of the Trustees or at his order or direction or by any
two other Trustees. Notice of the time, date and place of all meetings of the
Trustees shall be given by the party calling the meeting to each Trustee by
telephone or telegram sent to his
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home or business address at least twenty-four hours in advance of the meeting or
by written notice mailed to his home or business address at least seventy-two
hours in advance of the meeting. Notice need not be given to any Trustee who
attends the meeting without objecting to the lack of notice or who executes a
written waiver of notice with respect to the meeting. 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 the 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
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position or by reason of any action taken or omitted by any such Person in such
capacity, whether or not constituting negligence, or whether or not the Trust
would have the power to indemnify such Person against such liability; (e)
establish pension, profit-sharing, share purchase, and other retirement,
incentive and benefit plans for any Trustees, officers, employees and agents of
the Trust; (f) to the extent permitted by law, indemnify any person with whom
the Trust or any Series thereof has dealings, including the Investment Adviser,
Administrator, Distributor, Transfer Agent and selected dealers, to such extent
as the Trustees shall determine; (g) guarantee indebtedness or contractual
obligations of others; (h) determine and change the fiscal year of the Trust or
any Series thereof and the method by which its accounts shall be kept; and (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.
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
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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 nine (9).
Section 2.13. Election and Term. Except for the Trustees named herein
or appointed to fill vacancies pursuant to Section 2.15 hereof, the Trustees may
succeed themselves and shall be elected by the Shareholders owning of record a
plurality of the Shares voting at a meeting of Shareholders on a date fixed by
the Trustees. Except in the event of resignations or removals pursuant to
Section 2.14 hereof, each Trustee shall hold office until such time as less than
a majority of the Trustees holding office have been elected by Shareholders. In
such event the Trustees then in office will 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 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)
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of the 1940 Act 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 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 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. Within three (3) months of such appointment,
the Trustees shall cause notice of such appointment to be mailed to each
Shareholder at such address as is recorded on the books of the Trust. 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
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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.
Section 2.17. Record Dates. The Trustees may close the stock transfer
books of the Trust for a period not exceeding sixty (60) days preceding the date
of any meeting of Shareholders, or the date for the payment of any dividends or
other distributions, or the date for the allotment of rights, or the date when
any change or conversion or exchange of Shares shall go into effect; or in lieu
of closing the stock transfer books as aforesaid, the Trustees may fix in
advance a date, not exceeding sixty (60) days preceding the date of any meeting
of Shareholders, or the date for payment of any dividend or other distribution,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of Shares shall go into effect, as a record date for the
determination of the Shareholders entitled to notice of, and to vote at, any
such meeting, or entitled to receive payment of any such dividend or other
distribution, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of Shares, and in such case
such Shareholders and only such Shareholders as shall be Shareholders of record
on the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend or other distribution, or to
receive such allotment or rights, or to exercise such rights as the case may be,
notwithstanding any transfer of any Shares on the books of the Trust after any
such record date fixed or aforesaid.
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Section 2.18. Appointment of Chairman of Trustees. The Trustees may
appoint one of their number to be Chairman of the Board of 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.
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 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
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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.
The Trustees may, subject to applicable requirements of the 1940 Act,
including those relating to Shareholder approval, authorize the Investment
Adviser to employ one or more sub-advisers from time to time to perform such of
the acts and services of the investment adviser, and upon such terms and
conditions, as may be agreed upon between the investment adviser and
sub-adviser.
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 of the Trust and 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.
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Section 3.4. Service Agreement. The Trustees may in their discretion
from time to time enter into Service Agreements with respect to one or more
Series or Classes of Shares whereby the other parties to such Service Agreements
will provide administration and/or support services pursuant to Administration
Plans and Service Plans, and all upon such terms and conditions as the Trustees
in their discretion may determine.
Section 3.5. Transfer Agent. The Trustees may in their discretion from
time to time enter into a transfer agency and shareholder service contract
whereby the other party to such contract shall undertake to furnish transfer
agency and shareholder services to the Trust. The contract shall have such terms
and conditions as the Trustees may in their discretion determine not
inconsistent with the Declaration. Such services may be provided by one or more
Persons.
Section 3.6. Custodian.
(a) 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.
(b) Subject to such rules, regulations and orders as the Commission may
adopt, the Trustees may direct the Custodian to deposit all or any part of the
securities owned by the Trust or a Series or Class in a system for the central
handling of
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securities established by a national securities exchange or a national
securities association registered with the Commission under the Securities
Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, as amended from time
to time, pursuant to which system all securities of any particular class or
series of any issuer deposited within the system are treated as fungible and may
be transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust.
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 more other partnerships, corporations, trusts,
associations or other organizations, or has other business or
interests,shall not affect the validity of any such contract or
disqualify any Shareholder, Trustee or officer of the Trust from voting
upon or executing the same or create any
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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.
(a) 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, save only that 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
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shall, upon request by the Shareholder, assume the defense of any claim made
against the Shareholder for any act or obligation of the Trust. The Trust shall
indemnify and hold each Shareholder harmless from and against all claims and
liabilities, to which such Shareholder may become subject by reason of his being
or having been a Shareholder, and shall reimburse such Shareholder or former
Shareholder (or his or her heirs, executors, administrators or other legal
representatives or in the case of a corporation or other entity, its corporate
or other general successor) out of the Trust Property for all legal and other
expenses reasonably incurred by him in connection with any such claim or
liability. The indemnification and reimbursement required by the preceding
sentence shall be made only out of assets of the one or more Series whose Shares
were held by said Shareholder at the time the act or event occurred which gave
rise to the claim against or liability of said Shareholder. The rights accruing
to a Shareholder under this Section 4.1 shall not impair any other right to
which such Shareholder may be lawfully entitled, nor shall anything herein
contained restrict the right of the Trust or any Series thereof to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided herein.
(b) Every note, bond, contract, instrument, certificate or undertaking
made or issued by the Trustees or by any officer or officers shall give notice
that this Declaration of Trust is on file with the Secretary of The Commonwealth
of Massachusetts and shall recite that the same was executed or made by or on
behalf of the Trust or by them as Trustee or Trustees or as officer or officers
and not individually and that the obligations of such instrument are not binding
upon any of them or the Shareholders individually but are binding only upon the
assets and property of the Trust, and may contain such further recital as he or
they may deem appropriate, but the omission thereof shall not operate to bind
any Trustee or Trustees or officer or officers or Shareholder or Shareholders
individually.
Section 4.2. Standard of Care; Non-Liability of Trustees, Etc. A
Trustee shall perform his or her duties as such, including his or her duties as
a member of a committee of the
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board upon which he or she may serve, in good faith and in a manner he or she
reasonably believes to be in the best interests of the Trust and with such care
as an ordinarily prudent person in a like position would use under similar
circumstances. A Trustee who so performs his or her duties shall not be liable
for errors of judgment or mistakes of law or fact. Except for the limitation on
monetary damages set forth in Section 4.8, nothing contained in this Declaration
shall protect a Trustee against any liability to which the Trustee would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee hereunder.
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
more Series thereof if the claim arises from his or her conduct with
respect to only such Series, to the fullest extent permitted by law
against all liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal, or other, including appeals), actual or threatened; and the
words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
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(b) No indemnification shall be provided hereunder to a Trustee or
officer:
(i) against any liability to the Trust, a Series thereof or
the Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office;
(ii) with respect to any matter as to which he shall have been
finally adjudicated (A) to be liable to the Trust or its Shareholders
by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office
or (B) 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) provided, however, that any
Shareholder may, by appropriate legal proceeding, challenge
any such determination by the Non-interested Trustees or (y)
written opinion of independent legal counsel; or
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(C) a vote of a majority of the Shares outstanding
and entitled to vote (excluding Shares owned of record or
beneficially by such individual).
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
affect any other rights to which any Trustee or officer may now or hereafter be
entitled, shall continue as to a person who has ceased to be such Trustee or
officer and shall inure to the benefit of the heirs, executors, administrators
and assigns of such a person. Nothing contained herein shall affect any rights
to indemnification to which personnel of the Trust or any Series thereof other
than Trustees and officers may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of this
Section 4.3 may be advanced by the Trust or a Series thereof prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or some
other appropriate security provided by the recipient, or the Trust or
Series thereof shall be insured against losses arising out of any such
advances; or
(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
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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, 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. The Trustees shall at all times maintain insurance for the protection
of the Trust Property or the Trust Property of the applicable Series, its
Shareholders, Trustees, 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,
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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.
Section 4.7. Contribution. Any Trustee against whom a claim is
successfully asserted shall be entitled to contribution from the other Trustees
who participated in the action upon which the claim is asserted who did not
perform their duties in connection with the matters upon which the claim is
asserted in accordance with the standards set forth herein.
Section 4.8. Limitation on Monetary Damages. Notwithstanding anything
to the contrary implied or expressed in this Declaration, no Trustee shall be
liable for monetary damages with respect to any alleged breach of his or her
duty of care as a Trustee. It is intended that the Trustees be protected from
monetary damages to the same maximum extent as directors of business
corporations may be protected under the Massachusetts Business Corporation Law
by the inclusion of language to such effect in the Articles of Organization of a
business corporation.
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
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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.
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 they be called
upon to share or assume any losses of the Trust or suffer an assessment of any
kind by virtue of their ownership of Shares. The Shares shall be personal
property giving only the rights specifically set forth in this Declaration. The
Shares shall not entitle the holder to preference, preemptive, appraisal,
conversion or exchange rights, except as the Trustees may determine with respect
to any Series or Class of Shares.
Section 5.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.
Section 5.4. Issuance of Shares. The Trustees in their discretion may,
from time to time without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, including cash
or property, at such time or times and on such terms as the Trustees may deem
best, except that only Shares previously contracted to be sold may be issued
during any period when the right of redemption is suspended pursuant to Section
6.8
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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 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
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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. Shareholders shall be
entitled to at least fifteen (15) days' notice of any meeting of Shareholders.
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 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;
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(v) with respect to any merger, consolidation or sale of assets as provided in
Section 8.4; (vi) with respect to incorporation of the Trust to the extent and
as provided in Section 8.5; (vii) to the same extent as the stockholders of a
Massachusetts business corporation as to whether or not a court action,
proceeding or claim should or should not be brought or maintained derivatively
or as a class action on behalf of the Trust or a Series thereof or the
Shareholders of either; (viii) with respect to any plan adopted pursuant to Rule
12b-1 (or any successor rule) under the 1940 Act, and related matters; and (ix)
with respect to such additional matters relating to the Trust as may be required
by this Declaration, the By-laws or any registration of the Trust as an
investment company under the 1940 Act with the Commission (or any successor
agency) or as the Trustees may consider necessary or desirable. Each whole Share
shall be entitled to one vote as to any matter on which it is entitled to vote
and each fractional Share shall be entitled to a proportionate fractional vote.
On any matter submitted to a vote of Shareholders, all Shares shall be voted by
individual Series except (1) when permitted by the 1940 Act, Shares shall be
voted in the aggregate and not by individual Series; and (2) when the Trustees
have determined that the matter affects only the interests of one or more Series
or Class thereof, then only the Shareholders of such Series or Class thereof
shall be entitled to vote thereon. The Trustees may, in conjunction with the
establishment of any further Series or any Classes of Shares, establish
conditions under which the several Series or Classes of Shares shall have
separate voting rights or no voting rights. There shall be no cumulative voting
in the election of Trustees. Until Shares are issued, the Trustees may exercise
all rights of Shareholders and may take any action required by law, this
Declaration or the By-laws to be taken by Shareholders. The By-laws may include
further provisions for Shareholders' votes and meetings and related matters.
Section 5.10. Meetings of Shareholders. No annual or regular meetings
of Shareholders are required. Special meetings of the Shareholders, including
meetings involving only the holders of Shares of one or more but less than all
Series or Classes thereof, may be called at any time by the Chairman of the
Board, President, or any Vice-President of the Trust, and shall
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be called by the President or the Secretary at the request, in writing or by
resolution, of a majority of the Trustees. Meetings of the Shareholders of any
Series of the Trust shall be called by the President or the Secretary at the
written request of the holder or holders of ten percent (10%) or more of the
total number of Shares then issued and outstanding of such Series of the Trust
entitled to vote at such meeting. Any such request shall state the purpose of
the proposed meeting. 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 said 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.
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 a single Series: Pioneer Europe Fund (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 the Trust Shares consist of a single Class. (c) The Shares of the
Existing Series and the Class thereof and any Shares of any further Series and
Classes thereof that may from time to time be established and designated by the
Trustees shall be established and designated, and the variations in the relative
rights and preferences as between the different Series shall be fixed and
determined, by the Trustees (unless the Trustees otherwise determine with
respect to further Series or Classes at the time of establishing and designating
the same); provided, that all Shares shall be identical except that there may be
variations so fixed and determined between different Series or Classes thereof
as to investment objective, policies and restrictions, purchase price, payment
obligations, distribution expenses, right of redemption, special and relative
rights as to dividends and on liquidation, conversion rights, exchange rights,
and conditions under which the several Series
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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 from time to time. The Trustees may hold
as treasury shares (of the same or some other Series or Class), reissue for such
consideration and on such terms as they may determine, or cancel any Shares of
any Series or Class reacquired by the Trust at their discretion from time to
time.
(ii) All consideration received by the Trust for the issue or sale of
Shares of a particular Series or Class, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the rights
of creditors of such Series and except as may otherwise be required by
applicable tax laws, and shall be so recorded upon the books of account of the
Trust. In the event that there are any assets, income, earnings, profits, and
proceeds thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series, the Trustees shall allocate them among any
one or more of the Series established and designated from time to time in such
manner and on such basis as they, in their sole discretion, deem fair and
equitable. Each such allocation by the Trustees shall be conclusive and binding
upon the Shareholders of all Series for
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all purposes. No holder of Shares of any Series shall have any claim on or right
to any assets allocated or belonging to any other Series.
(iii) The assets belonging to each particular Series shall be charged
with the liabilities of the Trust in respect of that Series or the appropriate
Class or Classes thereof and all expenses, costs, charges and reserves
attributable to that Series or Class or Classes thereof, and any general
liabilities, expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular Series shall be allocated
and charged by the Trustees to and among any one or more of the Series
established and designated from time to time in such manner and on such basis as
the Trustees in their sole discretion deem fair and equitable. Each allocation
of liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Series and Classes for all
purposes. The Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items are capital; and each
such determination and allocation shall be conclusive and binding upon the
Shareholders. The assets of a particular Series of the Trust shall, under no
circumstances, be charged with liabilities attributable to any other Series or
Class thereof of the Trust. All persons extending credit to, or contracting with
or having any claim against a particular Series or Class of the Trust shall look
only to the assets of that particular Series for payment of such credit,
contract or claim.
(iv) The power of the Trustees to pay dividends and make distributions
shall be governed by Section 7.2 of this Declaration with respect to any Series
or Classes which represent the interests in the assets of the Trust immediately
prior to the establishment of two or more Series or Classes. With respect to any
other Series or Class, dividends and distributions on Shares of a particular
Series or Class may be paid with such frequency as the Trustees may determine,
which may be daily or otherwise, pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees may
determine, to the holders of Shares of that Series or Class, from such of the
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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 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 Class or
is required by any Rule 12b-1 plan, such requirements as to a separate vote by
that Series or Class shall apply, (2) to the extent that a matter referred to in
(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 (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
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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, as the case may be, or that
Series shall be entitled to vote except that: (i) 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 (ii) 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 requirement of
the 1940 Act, the Trustees shall have the authority to provide that the holders
of Shares of any Series or Class shall have the right to convert or exchange
said Shares into Shares of one or more Series or Classes of Shares in accordance
with such requirements, conditions and procedures as may be established by the
Trustees.
(viii) The establishment and designation of any Series or Classes of
Shares shall be effective upon the execution by a majority of the then Trustees
of an instrument setting forth such establishment and designation and the
relative rights and preferences of such Series or Classes, or as otherwise
provided in such instrument. At any time that there are no Shares outstanding of
any particular Series or Class previously established and designated, the
Trustees may by an instrument executed by a majority of their number abolish
that Series or Class and the establishment and designation thereof. Each
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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 Shares next determined as
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set forth in Section 7.1 hereof after receipt of such application. The amount of
any contingent deferred sales charge or redemption fee payable upon redemption
of Shares may be deducted from the proceeds of such redemption.
Section 6.3. Payment. Payment of the redemption price of Shares of the
Trust or any Series or Class thereof shall be made in cash or in property to the
Shareholder at such time and in the manner, not inconsistent with the 1940 Act
or other applicable laws, as may be specified from time to time in the Trust's
then effective Prospectus, subject to the provisions of Section 6.4 hereof.
Notwithstanding the foregoing, the Trustees may withhold from such redemption
proceeds any amount arising (i) from a liability of the redeeming Shareholder to
the Trust or (ii) in connection with any Federal or state tax withholding
requirements.
Section 6.4. Effect of Suspension of Determination of Net Asset Value.
If, pursuant to Section 6.8 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.
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Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per share determined as of the time when the purchase or contract of
purchase is made or the net asset value as of any time which may be later
determined pursuant to Section 7.1 hereof, provided payment is not made for the
Shares prior to the time as of which such net asset value is determined.
Section 6.6. Redemption of Shareholder's Interest. The Trustees, in
their sole discretion, may cause the Trust to redeem all of the Shares of one or
more Series or Class thereof held by any Shareholder if the value of such Shares
held by such Shareholder is less than the minimum amount established from time
to time by the Trustees.
Section 6.7. Redemption of Shares in Order to Qualify as Regulated
Investment Company; Disclosure of Holding.
(a) If the Trustees shall, at any time and in good faith, be of the
opinion that direct or indirect ownership of Shares or other securities of the
Trust has or may become concentrated in any Person to an extent which would
disqualify the Trust or any Series of the Trust as a regulated investment
company under the Internal Revenue Code of 1986, then the Trustees shall have
the power by lot or other means deemed equitable by them (i) to call for
redemption by any such Person a number, or principal amount, of Shares or other
securities of the Trust or any Series of the Trust sufficient to maintain or
bring the direct or indirect ownership of Shares or other securities of the
Trust or any Series of the Trust into conformity with the requirements 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.
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(b) The holders of Shares or other securities 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 as the
Trustees deem necessary to comply with the provisions of the Internal Revenue
Code of 1986, or to comply with the requirements of any other taxing authority.
Section 6.8. 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 (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 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.
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<PAGE>
ARTICLE VII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
Section 7.1. Net Asset Value. The net asset value of each outstanding
Share of the Trust or of each Series or Class thereof shall be determined on
such days and at such time or times as the Trustees may determine. The value of
the assets of the Trust or any Series thereof may be determined (i) by a pricing
service which utilizes electronic pricing techniques based on general
institutional trading, (ii) by appraisal of the securities owned by the Trust or
any Series of the Trust, (iii) in certain cases, at amortized cost, or (iv) by
such other method as shall be deemed to reflect the fair value thereof,
determined in good faith by or under the direction of the Trustees. From the
total value of said assets, there shall be deducted all indebtedness, interest,
taxes, payable or accrued, including estimated taxes on unrealized book profits,
expenses and management charges accrued to the appraisal date, net income
determined and declared as a distribution and all other items in the nature of
liabilities which shall be deemed appropriate, as incurred by or allocated to
the Trust or any Series or Class of the Trust. The resulting amount which shall
represent the total net assets of the Trust or Series or Class thereof shall be
divided by the number of Shares of the Trust or Series or Class thereof
outstanding at the time and the quotient so obtained shall be deemed to be the
net asset value of the Shares of the Trust or Series or Class thereof. The net
asset value of the Shares shall be determined at least once on each business
day, as of the close of regular trading on the New York Stock Exchange or as of
such other time or times as the Trustees shall determine. The power and duty to
make the daily calculations may be delegated by the Trustees to the Investment
Adviser, the Administrator, the Custodian, the Transfer Agent or such other
Person as the Trustees by resolution may determine. The Trustees may suspend the
daily determination of net asset value to the extent permitted by the 1940 Act.
It shall not be a violation of any provision of this Declaration of Trust if
Shares are sold, redeemed or repurchased by the Trust at a price other than one
based on net asset value if the net asset value is
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<PAGE>
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 under the Securities Act of 1933. 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
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<PAGE>
deducted directly from the income and other distributions paid on Shares to a
Shareholder's account in each Series or Class.
(b) Inasmuch as the computation of net income and gains for Federal
income tax purposes may vary from the computation thereof on the books, the
above provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust or a Series or Class thereof to avoid or reduce liability for
taxes.
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. If, for any reason, the net income of any Series or Class of
the Trust determined at any time is a negative amount, 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
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<PAGE>
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 the 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, of dividends declared thereafter upon the Outstanding Shares
of such Series or Class on the day such negative net income is experienced,
until such asset account is reduced to zero. The Trustees shall have full
discretion to determine whether any cash or property received shall be treated
as income or as principal and whether any item of expense shall be charged to
the income or the principal account, and their determination made in good faith
shall be conclusive upon the Shareholders. In the case of stock dividends
received, the Trustees shall have full discretion to determine, in the 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).
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<PAGE>
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 or (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
a 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 a Series or Class thereof outstanding and
entitled to vote shall be sufficient authorization, 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 a Class thereof is not in the best
interest of such Series or a Class, the Trust or their respective shareholders
as a result of such 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 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,
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<PAGE>
(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.
(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
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<PAGE>
the rights and interests of all Shareholders of the Trust or the terminated
Series or Class shall thereupon cease.
Section 8.3. Amendment Procedure.
(a) This Declaration may be amended by a vote of the holders of a
majority of the Shares outstanding and entitled to vote or by any instrument in
writing, without a meeting, signed by a majority of the Trustees and consented
to by the holders of a majority of the Shares outstanding and entitled to vote.
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, 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 to make any other changes in the Declaration which do not adversely
affect the rights of Shareholders hereunder.
(b) No amendment may be made under this Section 8.3 which would change
any rights with respect to any Shares of the Trust or Series or Class thereof by
reducing the amount payable thereon upon liquidation of the Trust or Series or
Class thereof or by diminishing or eliminating any voting rights pertaining
thereto, except with the vote or consent of the holders of two-thirds of the
Shares of the Trust or such Series or Class outstanding and entitled to vote.
Nothing contained in this Declaration shall permit the amendment of this
Declaration to impair the exemption from personal liability of the Shareholders,
Trustees, officers, employees and agents of the Trust or to permit assessments
upon Shareholders.
(c) 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
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<PAGE>
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. With the approval of the holders of a
majority of the Shares of the Trust or a Series thereof outstanding and entitled
to vote, 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
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<PAGE>
Series holds or is about to acquire shares or any other interest. The Trustees
may also cause a merger or consolidation between the Trust or any successor
thereto and any such corporation, trust, partnership, association or other
organization if and to the extent permitted by law, as provided under the law
then in effect. Nothing contained herein shall be construed as requiring
approval of Shareholders for the Trustees to organize or assist in organizing
one or more corporations, trusts, partnerships, associations or other
organizations and selling, conveying or transferring a portion of the Trust
Property to such organization or entities.
ARTICLE IX
MISCELLANEOUS
Section 9.1. 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 hereafter be referred to in
lieu of the original Declaration and the various amendments thereto.
Section 9.2. 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
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<PAGE>
rights of all parties and the validity and construction of every provision
hereof shall be subject to and construed according to the laws of said
Commonwealth.
Section 9.3. Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.
Section 9.4. 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 (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 9.5. 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 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 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.
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<PAGE>
(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 provisions in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.
IN WITNESS WHEREOF, the undersigned have executed this instrument this
day of October 13, 1992.
/s/John F. Cogan, Jr.,
John F. Cogan, Jr.,
as Trustee and not individually
975 Memorial Drive, #802
Cambridge, MA 02138
/s/Margaret B.W. Graham,
Margaret B.W. Graham,
as Trustee and not individually
776 Garland Drive
Palo Alto, CA 94303
/s/Franklin P. Johnson,
Franklin P. Johnson,
as Trustee and not individually
100 Keyes Road
Concord, MA 01742
/s/John W. Kendrick,
John W. Kendrick,
as Trustee and not individually
6363 Waterway Drive
Falls Church, VA 22046
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<PAGE>
/s/Marguerite R. Piret,
Marguerite R. Piret,
as Trustee and not individually
162 Washington Street
Belmont, MA 02178
/s/David D. Tripple,
David D. Tripple,
as Trustee and not individually
6 Woodbine Road
Belmont, MA 02178
/s/John Winthrop,
John Winthrop,
as Trustee and not individually
52 King Street
Charleston, SC 29401
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<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
SUFFOLK COUNTY, MASSACHUSETTS
October 13, 1992
Then personally appeared the above-named persons, John F. Cogan, Jr.,
Margaret B.W. Graham, Franklin P. Johnson, John W. Kendrick, Marguerite R.
Piret, David D. Tripple and John Winthrop, who acknowledged the foregoing
instrument to be their free act and deed.
Before me,
/s/Steven R. Berke
Steven R. Berke
Notary Public
My commission expires: July 11, 1997
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PIONEER EUROPE FUND
Establishment and Designation
of
Class A Shares, Class B Shares and Class C Shares
of beneficial Interest of
Pioneer Europe Fund
The undersigned, being a majority of the Trustees of Pioneer Europe Fund, a
Massachusetts business trust (the "Fund"), acting pursuant to Article V, Section
5.1 and 5.11 of the Amended and Restated Declaration of Trust dated October 13,
1992 of the Fund (the "Declaration"), do hereby divide the shares of beneficial
interest of the Fund (the "Shares") to create three classes of Shares of the
Fund as follows:
1. The three classes of Shares established and designed hereby are "Class A
Shares," "Class B Shares" and "Class C Shares," respectively.
2. Class A Shares, Class B Shares and Class C Shares shall each be entitled
to all of the rights and preferences accorded to Shares under the
Declaration.
3. The purchase price of Class A Shares, Class B Shares and Class C Shares,
the method of determining the net asset value of Class A Shares, Class B
Shares and Class C Shares and the relative divided rights of holders of
Class A Shares, Class B Shares and Class C Shares shall be established by
the Trustees of the Trust in accordance with the provisions of the
Declaration and shall be set forth in the Trust's Registration Statement
on Form N-1A under the Securities Act of 1933 and/or the Investment
Company Act of 1940, as amended and as in effect at the time of issuing
such Shares.
4. The Trustees, acting in their sole discretion, may determine that any
Shares of the 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.
John F. Cogan, Jr. Marguerite A. Piret
as Trustee and not individually as Trustee and not individually
975 Memorial Drive, #802 162 Washington Street
Cambridge, MA 02138 Belmont, MA 02178
Richard H. Egdahl, M.D. David D. Tripple
as Trustee and not individually as Trustee and not individually
Health Policy Institute 6 Woodbine Road
53 Bay State Road Belmont, MA 02178
Boston, MA 02215
Margaret B.W. Graham Stephen K. West, Esq.
as Trustee and not individually as Trustee and not individually
The Keep Sullivan & Cromwell
P. O. Box 110 125 Broad Street
Little Deer Isle, ME 04650 New York, NY 10004
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 29402
-2-
Amended and Restated By-Laws
of
Pioneer Europe Fund
60 State Street
Boston, Massachusetts 02109
Dated October 13, 1992
<PAGE>
Amended and Restated By-Laws
of
Pioneer Europe Fund
Table of Contents
Page
ARTICLE I - Officers and Their Election...................................1
Section 1. Officers.................................................1
Section 2. Election of Officers.....................................1
Section 3. Resignations and Removals................................1
Section 4. Vacancies................................................1
ARTICLE II - Powers and Duties of Officers and Trustees...................2
Section 1. Trustees.................................................2
Section 2. Executive and other Committees...........................2
Section 3. Chairman of the Trustees.................................2
Section 4. President................................................2
Section 5. Treasurer................................................2
Section 6. Secretary................................................3
Section 7. Vice Presidents..........................................3
Section 8. Assistant Treasurer......................................3
ARTICLE III - Shareholders' Meetings......................................3
Section 1. General..................................................3
Section 2. Special Meetings.........................................3
Section 3. Notices..................................................4
Section 4. Place of Meetings........................................4
ARTICLE IV - Trustees' Meetings ......................................4
Section 1. Meetings.................................................4
Section 2. Quorum...................................................4
Section 3. Notices..................................................4
i
<PAGE>
Section 4. Place of Meeting.........................................4
Section 5. Special Action...........................................4
Section 6. Action by Consent........................................5
ARTICLE V - Shares of Beneficial Interest.................................5
Section 1. Beneficial Interest......................................5
Section 2. Transfers................................................5
ARTICLE VI - Inspection of Books ......................................5
ARTICLE VII -- Custodian ......................................6
ARTICLE VIII - Miscellaneous Provisions...................................8
Section 1. Seal.....................................................8
Section 2. Fiscal Year..............................................9
Section 3. Reports to Shareholders..................................9
Section 4. Voting of Securities.....................................9
Section 5. Evidence of Authority....................................9
Section 6. Severability.............................................9
Section 7. Pronouns.................................................9
ii
<PAGE>
AMENDED AND RESTATED BY-LAWS
of
PIONEER EUROPE FUND
The Trustees have adopted these Articles as the Amended and Restated
By-Laws (the "By-Laws") of the Pioneer Europe Fund (the "Trust") pursuant to
authority granted by Section 2.8 of Article II of the Amended and Restated
Declaration of Trust (the "Declaration of Trust") made on the day of October 13,
1992 and filed in the office of the Secretary of The Commonwealth of
Massachusetts. Capitalized terms used but not defined in these By-Laws have the
meanings ascribed to them in the Declaration of Trust.
ARTICLE I
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
offices of President and 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
<PAGE>
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 occurring in any office
for any reason and may, in their discretion, leave unfilled for such period as
they may determine any offices other than those of Chairman, President,
Treasurer and Secretary. Each such successor shall hold office until his
successor is duly chosen and qualified.
ARTICLE II
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
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<PAGE>
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. Subject to Section 2.18 of Article II of the Declaration
of Trust, 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 Article III 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 be preserved upon its records, and he shall furnish such
other reports regarding its business and condition as the Trustees may from time
to time require. The Treasurer shall perform such duties additional to all of
the foregoing as the Trustees or the President may from time to time designate.
SECTION 6. Secretary. The Secretary shall record in books kept for the purpose
all votes and proceedings of the Trustees and the shareholders at their
respective meetings.
The Secretary shall perform such duties and possess such
powers additional to the foregoing as the Trustees or the President may from
time to time designate.
SECTION 7. Vice Presidents. Each Vice President of the Trust shall perform such
duties and possess such powers as the Trustees or the President may from time to
time designate. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Trustees) shall perform the duties of
the President and when so performing shall have all
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<PAGE>
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.
ARTICLE III
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. Special Meetings. Special meetings of the Shareholders, including
meetings involving only the holders of Shares of one or more but less than all
Series or Classes thereof, may be called at any time by the Chairman of the
Board, President, or any Vice-President of the Trust, and shall be called by the
President or the Secretary at the request, in writing or by resolution, of a
majority of the Trustees. Meetings of the Shareholders of any Series of the
Trust shall be called by the President or the Secretary at the written request
of the holder or holders of ten percent (10%) or more of the total number of
Shares then issued and outstanding of such Series of the Trust entitled to vote
at such meeting. If the Secretary, when so ordered or requested, 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 3. Notices. Except as above provided, 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
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<PAGE>
notification of such meeting, at least fifteen 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.
ARTICLE IV
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 or by any two other
Trustees, 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. Notice of any meeting of the Trustees shall be given as
described in Section 2.8 of Article II of the Declaration of Trust by the party
calling the meeting or such party may direct the Secretary to provide the
required notice to each Trustee.
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.
SECTION 5. Special Action. When all the Trustees shall be present at any
meeting, however called, or wherever held, or
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<PAGE>
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 all the Trustees and filed
with the records of the Trustees' meetings, or by telephone consent provided a
quorum 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, as amended,
requires that a particular action be taken only at a meeting of the Trustees.
ARTICLE V
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. 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 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 shares have been transferred on the
books of the Trust in accordance with the requirements of these By-Laws.
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<PAGE>
ARTICLE VI
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 VII
Custodian
The Custodian(s) employed by the Trust pursuant to Section 3.6 of
Article III 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 a nominee
of either, or for exchange for a different number of
bonds or certificates representing the same aggregate
face amount or number of units; provided that in any
such case the new securities are to be delivered to
the Custodian(s);
(4) To the broker selling the same for examination, in
accord with the "street delivery" custom;
(5) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization,
reorganization or readjustment of the securities of
the issuer of such securities or pursuant to
provisions to any deposit agreement; provided that,
in any such case, the new securities and cash, if
any, are to be delivered to the Custodian(s);
(6) In the case of warrants, rights, or similar
securities, the surrender thereof in the exercise of
such warrants, rights or similar securities or the
surrender of interim receipts or temporary securities
for definitive securities;
(7) To any pledge by way of pledge or hypothecation to
secure any loan, but only within the limits permitted
to the Trust by Section 2.2 (f) of Article II of the
Declaration of Trust; and
(8) For deposit in a system for the central handling of
securities in accordance with the provisions of
Section 3.6 of Article III of the Declaration of
Trust.
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<PAGE>
(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 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
Article III 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
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<PAGE>
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 Article
III of the Declaration of Trust shall be required to enter into a contract with
the Custodian containing in substance the same provisions as those described in
paragraphs (a) through (e) above, except that any contract with a sub-custodian
performing its duties outside the United States and its territories and
possessions, may omit or limit any of such conditions, provided that, any such
omission or limitation shall be expressly approved by a majority of the Trustees
of the Trust.
ARTICLE VIII
Miscellaneous Provisions
SECTION 1. Seal. The seal of the Trust shall be in such form as the Trustees may
from time to time approve.
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<PAGE>
SECTION 2. Fiscal Year. The fiscal year of the Trust shall be the period of
twelve months ending on the 31st day of December in each calendar year.
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. 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 7. 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.
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MANAGEMENT CONTRACT
THIS AGREEMENT dated this 30th day of April, 1994 between Pioneer Europe
Fund, a Massachusetts business trust (the "Fund"), and Pioneering Management
Corporation, a Delaware corporation (the "Manager").
WITNESSETH
WHEREAS, the Fund 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 Fund currently issues one series of shares (the "Portfolio").
WHEREAS, the parties hereto deem it mutually advantageous that the Manager
should be engaged, subject to the supervision of the Fund's Board of Trustees
and officers, to manage the Fund.
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Fund 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 Fund's Declaration
of Trust, By-Laws and its registration statements under the 1940 Act and under
the Securities Act of 1933 covering the Fund'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 fund may from time to time
<PAGE>
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 Fund itself might or could do with respect to
purchases, sales or other transactions, as well as with respect to all other
things necessary or incidental to the furtherance or conduct of such purchases,
sales or other transactions.
(b) The Manager will, to the extent reasonably required in the conduct of
the business of the Portfolio and upon the Fund'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 subparagraphs (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
Fund with respect to the Portfolio) and preserve such records for the periods
prescribed therefor by Rule 31a-2 of the 1940 Act. The Manager will also provide
to the Board of Trustees such periodic and special reports as the Board may
reasonably request.
2. The Manager recognizes that the Fund may from time to time create
additional investment portfolios, that this agreement relates only to the
management of the assets of the Portfolio, and that the management of the assets
of any additional portfolio of the Fund 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 fund
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<PAGE>
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 Fund, for members of the
Manager's organization to serve as officers or agents of the Fund.
(b) The Manager shall pay directly or reimburse the fund for: (i) the
compensation (if any) of the Trustees who are affiliated with, or interested
persons of, the Manager and all officers of the Fund as such; and (ii) all
expenses not hereinafter specifically assumed by the Fund or the Portfolio where
such expenses are incurred by the Manager or by the Fund 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 Fund shall assume and shall pay: (i) charges and expenses for fund
accounting, pricing and appraisal services and related overhead, including, to
the extent such services are performed by personnel of the Manager or its
affiliates, office space and facilities and personnel compensation, training and
benefits; (ii) the charges and expenses of auditors; (iii) the charges and
expenses of any custodian, transfer agent, plan agent, dividend disbursing agent
and registrar appointed by the Fund with respect to the Portfolio; (iv) issue
and transfer taxes, chargeable to the Fund in connection with securities
transactions to which the Fund 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 fund to federal, state or other governmental
agencies; (vi) fees and expenses involved in registering and maintaining
registrations of the Fund and/or its shares with the commission, state or blue
sky securities agencies and foreign countries, including the preparation of
Prospectuses and Statements of Additional Information for filing with the
commission; (vii) all expenses of shareholders' and Trustees' meetings and of
preparing, printing and distributing prospectuses, notices, proxy statements and
all reports to shareholders and to governmental agencies; (viii) charges and
expenses of legal counsel to the Fund and to the Trustees; (ix) distribution
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<PAGE>
fees paid by the Fund in accordance with Rule 12b-1 promulgated by the
commission pursuant to the 1940 Act; (x) compensation of those Trustees of the
fund who are not affiliated with or interested persons of the Manager, the Fund
(other than as Trustees), The Pioneer Group, Inc. or Pioneer Funds Distributors,
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 Fund
shall pay all brokers' and underwriting commissions chargeable to the Fund in
connection with securities transactions to which the Fund is a party.
4. (a) The Fund shall pay to the Manager, as compensation for the Manager's
services hereunder, a fee at the rate of 1.00% per annum of the Portfolio'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. The management fee payable hereunder
shall be computed daily and paid monthly in arrears. In the event of termination
of this Agreement, the fee provided in this Section shall be computed on the
basis of the period ending on the last business day on which this Agreement is
in effect subject to a pro rata adjustment based on the number of days elapsed
in the current month as a percentage of the total number of days in such month.
(b) If the operating expenses of the Portfolio in any year exceed the
limits set by state securities laws or regulations in states in which shares of
the Portfolio are sold, the amount payable to the Manager under subjection (a)
above will be reduced (but not below $0), and the Manager shall make other
arrangements concerning expenses but, in each instance, only as and to the
extent required by such laws or regulation. If amounts have already been
advanced to the Manager under this Agreement, the Manager will return such
amounts to the Fund 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
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<PAGE>
or a portion thereof would otherwise accrue) and/or undertake to pay or
reimburse the Fund 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 Fund 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 anything in connection therewith or
related thereto; and no such performance of management or other services or
taking of any such action or doing of any such thing shall be in any manner
restricted or otherwise affected by any aspect of any relationship of the
Manager to or with the Fund or deemed to violate or give rise to any duty or
obligation of the manager to the Fund except as otherwise imposed by law. The
Fund 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.
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<PAGE>
(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 fund'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 best interest of the Portfolio as well as other clients, the
Manager, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be sold or purchased in order to obtain the best
execution and lower brokerage commissions, if any. In such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Manager in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Portfolio
and to such clients.
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<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
Fund 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 Fund 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
fund or Portfolio for any purpose. If any occasion should arise in which the
Manager gives any advice to its clients concerning the hares of the Portfolio,
the Manager will act solely as investment counsel for such clients and not in
any way on behalf of the fund 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
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<PAGE>
Massachusetts, which apply to contracts made and to be performed in The
Commonwealth of Massachusetts.
13. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
14. The parties to this agreement acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, and of any and every
nature whatsoever shall be satisfied solely out of the assets of the portfolio
affected thereby and that no Trustee, officer or holder of shares of beneficial
interest of the fund shall be personally liable for any of the foregoing
liabilities. The Fund'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 EUROPE FUND
/s/Joseph P. Barri /s/John F. Cogan
Joseph P. Barri John F. Cogan
Secretary President
ATTEST: PIONEER MANAGEMENT CORPORATION
/s/Joseph P. Barri /s/David D.Tripple
Joseph P. Barri David D.Tripple
Secretary President
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UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this 9th day of October 1990 by and
between Pioneer Europe Fund ("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:
<PAGE>
1. Pioneer does hereby grant to the Underwriter the right and option to
purchase shares of beneficial interest of a Portfolio of Pioneer (the "Shares")
for sale to investors either directly or indirectly through other
broker-dealers. The Underwriter is not required to purchase any specified number
of Shares, but will purchase from Pioneer only a sufficient number of Shares as
may be necessary to fill unconditional orders received from time to time by the
Underwriter from investors and dealers.
2. The Underwriter shall offer Shares to the public at an offering
price based upon the net asset value of the Shares, to be calculated as
described in the Registration Statement, including the Prospectus, filed with
the Commission and in effect at the time of the offering, plus sales charges as
approved by the Underwriter and the Trustees of Pioneer and as further outlined
in Pioneer's Prospectus. The offering price shall be subject to any provisions
set forth in the Prospectus from time to time with respect thereto, including,
without limitation, rights of accumulation, letters of intention,
exchangeability of shares, reinstatement privileges, net asset value purchases
by certain persons and reinvestments of dividends and capital gain
distributions.
3. In the case of all Shares sold to investors through other
broker-dealers, a portion of applicable sales charges will be reallowed to such
broker-dealers who are members of the NASD or, in the case of certain sales by
banks or certain sales to foreign nationals, to brokers or dealers exempt from
registration with the Commission. The concession reallowed to broker-dealers
shall be set forth in a written sales agreement and shall be generally the same
for broker-dealers providing comparable levels of sales and service.
4. This Agreement may be terminated by either party upon sixty days'
written notice.
5. This Agreement shall terminate on any anniversary hereof if its
terms and renewal have not been approved by a majority vote of the Trustees of
Pioneer voting in person,
-2-
<PAGE>
including a majority of its Trustees who are not "interested persons" of the
Trust and who have no direct or indirect financial interest in the operation of
the Underwriting Agreement (the "Qualified Trustees"), at a meeting of Trustees
called for the purpose of voting on such approval. This Agreement may also be
terminated at any time, without payment of any penalty, by Pioneer on 60 days'
written notice to the Underwriter, or by the Underwriter upon similar notice to
Pioneer. This Agreement may also be terminated by a party upon five (5) days
written notice to the other party in the event that the Commission has issued an
order or obtained an injunction or other court order suspending effectiveness of
the Registration Statement covering these shares of Pioneer. Finally, this
Agreement may also be terminated by Pioneer upon five (5) days written notice to
the Underwriter provided either of the following events has occurred: (i) the
NASD has expelled the 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
-3-
<PAGE>
this Agreement or any other person, if any, shall be satisfied out of the assets
of Pioneer and that no Trustee, officer or holder of shares of beneficial
interest of Pioneer shall be personally liable for any of the foregoing
liabilities. Pioneer's Declaration of Trust, as amended from time to time, is on
file in the Office of Secretary of State of The Commonwealth of Massachusetts.
The Declaration of Trust describes in detail the respective responsibilities and
limitations on liability of the Trustees, officers, and holders of shares of
beneficial interest.
8. This Agreement shall automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
9. In the event of any dispute between the parties, this Agreement
shall be construed according to the laws of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers and their seal to be hereto
affixed as of day and year first above written.
ATTEST: PIONEER GROWTH TRUST
_________________________ By:____________________________
Secretary President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
_________________________ By:____________________________
Clerk President
-4-
PIONEER FUNDS DISTRIBUTOR, INC.
60 State Street
Boston, MA 02109
(617) 742-7825
SALES AGREEMENT
Gentlemen:
Pioneer Funds Distributor, Inc. (PFD), acts as principal underwriter, as
defined in the Investment Company Act of 1940, for the registered investment
companies (the "Funds") listed on Appendix A attached (as amended from time to
time by PFD.) Acting as a principal, PFD offers to sell shares of the Funds
subject to the conditions set forth in this agreement and subsequent amendments
thereto.
1. Shares purchased from PFD for sale to the public shall be offered and
sold at the price or prices, and on the terms and conditions, set forth in the
currently effective prospectus of the Funds, as amended or supplemented from
time to time (the "Prospectus" or "Prospectuses"). In the sale of such shares to
the public you shall act as dealer for your own account or as agent for your
customer and in no transaction shall you have any authority to act or hold
yourself out as agent for PFD, any of the Funds, the Funds' Custodians, the
Funds' Transfer agent, or any other party, and nothing in this agreement shall
constitute you a partner, employee or agent of ours or give you any authority to
act for PFD. Neither PFD nor the funds shall be liable for any of your acts or
obligations as a broker-dealer under this agreement. Nothing herein shall be
construed to prohibit your acting as agent for one or both customers in the sale
of shares by one customer to another and charging such customer(s) a reasonable
commission.
2. Shares purchased from PFD for sale to the public shall be purchased
only to cover orders previously received by you from your customers. Shares
purchased for your own bona fide investment shall not be reoffered or sold
except to the applicable Fund or to PFD. PFD also agrees to purchase shares only
for investment or to cover orders received.
3. If you purchase shares from your customers, you agree to pay such
customers not less than the redemption price in effect on the date of purchase,
as defined in the prospectus of the applicable Fund. Sales of shares at prices
reflecting a discount, concession, commission or other reallowance shall be made
only to registered broker-dealers which are members of the National Association
of Securities Dealers Inc. (NASD) and who also have entered into sales
agreements with PFD.
4. Only unconditional orders for a designated number of shares or dollar
amount of investment shall be accepted. Procedures relating to handling orders
shall be conveyed to you from time to time. All orders are subject to acceptance
or rejection by PFD in our sole discretion.
5. If any shares sold to or through you under the terms of this agreement
are repurchased by PFD or by the issuer or are tendered for redemption within
seven business days after the date of our confirmation of the original purchase
by you, we both agree to pay to the Fund all commissions on such shares.
6. Sales by you to the public shall earn a commission computed as a
percentage of the applicable offering price and which varies with the size and
nature of each such purchase. The terms and conditions affecting the applicable
offering prices on shares sold with a front-end sales charge , including
features such as combined purchase, rights of accumulation, Letters of Intention
and net asset value purchases, are described in the prospectuses. The schedules
of commissions generally payable with respect to sales of the Funds are outlined
on Appendix A to this agreement. Commission checks for less than $1 will not be
issued.
PFD may, from time to time, offer additional commissions or bonuses on
sales by you or your representatives without otherwise revising this agreement.
Any such additional commissions or bonuses shall take effect in accordance with
the terms and conditions contained in written notification to you.
7. Remittance of the net amount due for shares purchased from PFD shall
be made payable to Pioneering Services Corporation (PSC) Agent for the
Underwriter, in New York or Boston funds, within three days of our confirmation
of sale to you, or within such shorter time as specified by the rules of the
NASD or of a registered clearing agent through which the transaction is settled.
Payments made to PSC should be sent to Post Office Box 9014, Boston, MA 02205
(or wired to an account designated by PSC), along with your transfer
instructions on the appropriate copy of our confirmation of sale to you. If such
payment is not received by PSC, we reserve the right to liquidate the shares
purchased for your account and risk. Promptly upon receipt of payment, shares
sold to you shall be deposited by PSC to an account on the books of the Fund(s)
in accordance with your instructions. Certificates will not be issued unless
specifically requested and we reserve the right to levy a charge for issuance of
certificates.
8. You represent that you are and, at the time of purchasing any shares
of the Funds, will be registered as a broker-dealer with the US. Securities and
Exchange Commission (SEC) or are exempt from such registration; if required to
be registered as a broker-dealer you are a member in good standing of the NASD;
you are qualified to act as a broker-dealer in the states or jurisdictions in
which you intend to offer shares of the Funds; you will abide by all applicable
federal and state statutes and the rules of the NASD; and when making sales to
citizens or residents of foreign countries, that you will abide by all
applicable laws and regulations of that country. Expulsion or suspension from
the NASD or revocation or suspension of SEC registration shall act as an
immediate cancellation of this agreement.
9. No person is authorized to make any representations concerning shares
of any of the Funds except those contained in the then current Prospectus or
Statement of Additional Information for such Fund. In purchasing shares from PFD
you shall rely solely on the representations contained in such Prospectuses and
Statements of Additional Information.
10. Additional copies of the current prospectuses, Statements of
Additional Information (SAI), and other literature will be supplied in
reasonable quantities upon request.
<PAGE>
11. We reserve the right in our discretion to suspend sales or withdraw
the offering of shares of any Fund entirely. Either party hereto has the right
to cancel this agreement upon five days' written notice to the other party. We
reserve the right to amend this agreement at any time and you agree that an
order to purchase shares of any one of the Funds placed by you after notice of
such amendment has been sent to you shall constitute your agreement to any such
amendment.
12. All written communications to PFD should be sent to the above address.
All written communications to you will be sent to your address listed below.
13. This agreement shall become effective upon receipt by us of your
acceptance hereof and supersedes any prior agreement between us with respect to
the sales of Shares of any of the Funds.
14. This agreement shall be construed in accordance with the laws of
Massachusetts. The parties hereby agree that all disputes between us of whatever
subject matter, whether existing on the date hereof or arising hereafter, shall
be submitted to arbitration in accordance with the then current Code of
Arbitration Procedure of the NASD, the Uniform Arbitration Act or similar rules.
Arbitration shall take place in the city of Boston, Massachusetts. Any decision
that shall be made in such arbitration shall be final and binding and shall have
the same force and effect as a judgment made in a court of competent
jurisdiction.
15. You appoint the transfer agent for each Fund as your agent to execute
the purchase transactions of Shares of such Fund in accordance with the terms
and provisions of any account, program, plan or service established or used by
your customers and to confirm each purchase to your customers on your behalf,
except as modified in writing by the transfer agent, and you guarantee to us and
the Fund the legal capacity of your customers so purchasing such Shares and any
other person in whose name the Shares are to be registered.
PIONEER FUNDS DISTRIBUTOR, INC.
Date: ,
By:__________________________________
William A. Misata
Vice President
The undersigned hereby accepts the offer set forth in above letter.
By:__________________________________________________
Title:________________________________________________
RETAIN ONE COPY AND RETURN THE OTHER
<PAGE>
APPENDIX A
CLASS A
Schedule 1
<TABLE>
<CAPTION>
<S> <C> <C>
Pioneer Fund Pioneer 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 EUROPE FUND
<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 in the United States 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
Outside the United States 19
4. Assistance by the Custodian as to Certain Matters 24
5. Powers and Duties of the Custodian with
Respect to its Role as Financial Agent 24
A. Records 24
i
<PAGE>
B. Accounts 24
C. Access to Records 24
D. Calculation of Net Asset Value 25
E. Disbursements 29
6. Standard of Care and Related Matters 30
A. Liability of the Custodian with
Respect to Proper Instructions;
Evidence of Authority; Etc. 30
B. Liability of the Custodian with
Respect to Use of Securities System 31
C. Liability of the Custodian with
respect to Subcustodians 31
D. Standard of Care; Liability;
Indemnification 32
E. Reimbursement of Advances 34
F. Security for Obligations to Custodian 34
G. Appointment of Agents 35
H. Powers of Attorney 35
7. Compensation of the Custodian 35
8. Termination; Successor Custodian 36
9. Amendment 36
10. Governing Law 37
11. Notices 37
12. Binding Effect 38
13. Counterparts 38
ii
<PAGE>
CUSTODIAN AGREEMENT
AGREEMENT made this 23rd day of December, 1991, between PIONEER EUROPE
FUND (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 in the United States: Except for securities and funds
held by any Subcustodians appointed pursuant to the provisions of Section 3
hereof, the Custodian shall have and perform the following powers and duties:
<PAGE>
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 Custodian is a
member, or (3) by a Securities System. However,
-2-
<PAGE>
(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
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<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 and further provided the Custodian shall at the time
of surrendering securities or instruments receive a receipt or other evidence of
ownership thereof.
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
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<PAGE>
securities exchange of which the Custodian is a member, or (3) by credit to the
account of the Custodian or an Agent of the Custodian with a Securities System;
provided, however, that (i) in the case of delivery of physical certificates or
instruments representing securities, the Custodian may make delivery to the
broker buying the securities, against receipt therefor, for examination in
accordance with "street delivery" custom, provided that the payment therefor is
to be made to the Custodian (which payment may be made by a broker's check) or
that such securities are to be returned to the Custodian, and (ii) in the case
of securities referred to in clause (iii) of the last sentence of Section 2D,
the Custodian may make settlement, including with respect to the form of
payment, in accordance with generally accepted trade practice relating to such
securities or the terms of the instrument representing said security.
G. Depositary Receipts - Upon receipt of proper instructions, to
instruct a Subcustodian or an Agent to surrender securities to the depositary
used by an issuer of American Depositary Receipts or International Depositary
Receipts (hereinafter collectively referred to as "ADRs") for such securities
against a written receipt therefor adequately describing such securities and
written evidence satisfactory to the Subcustodian or Agent that the depositary
has acknowledged receipt of instructions to issue with respect to such
securities ADRs in the name of the Custodian, or a nominee of the Custodian,
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<PAGE>
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 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
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the purchase of writing of an option on a security or securities index by the
Fund; to deposit and maintain in a segregated account, either physically or by
book-entry in a Securities System, securities subject to a covered call option
written by the Fund; and to release and/or transfer such securities or other
assets only in accordance with the provisions of any agreement among the Fund,
the Custodian and a broker-dealer relating to such securities or other assets a
notice or other communication evidencing the expiration, termination or exercise
of such covered option furnished by The Options Clearing Corporation, the
securities or options exchange on which such covered option is traded or such
other organization as may be responsible for handling such options transactions.
K. Borrowings - Upon receipt of proper instructions, to deliver
securities of the Fund to lenders or their agents as collateral for borrowings
effected by the Fund, provided that such borrowed money is payable to or upon
the Custodian's order as Custodian for the Fund.
L. Demand Deposit Bank Accounts - To open and operate an account or
accounts in the name of the Fund on the Custodian's books subject only to draft
or order by the Custodian. All funds received by the Custodian from or for the
account of the Fund shall be deposited in said account(s). The responsibilities
of the Custodian to the Fund for deposits
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accepted on the Custodian's books shall be that of a U. S. bank for a similar
deposit.
If and when authorized by proper instructions, the Custodian may open
and operate an additional account(s) in such other banks or trust companies as
may be designated by the Fund in such instructions (any such bank or trust
company so designated by the Fund being referred to hereafter as a "Banking
Institution"), provided that such account(s) (hereinafter collectively referred
to as "demand deposit bank accounts") shall be in the name of the Custodian for
account of the Fund and subject only to the Custodian's draft or order. Such
demand deposit accounts may be opened with Banking Institutions in the United
States and in other countries and may be denominated in either U. S. Dollars or
other currencies as the Fund may determine. All such deposits shall be deemed to
be portfolio securities of the Fund and accordingly the responsibility of the
Custodian therefore shall be the same as and no greater than the Custodian's
responsibility in respect of other portfolio securities of the Fund.
M. Interest Bearing Call or Time Deposits - To place interest bearing
fixed term and call deposits with such banks and in such amounts as the Fund may
authorize pursuant to proper instructions. Such deposits may be placed with the
Custodian or with Subcustodians or other Banking Institutions as the Fund may
determine. Deposits may be denominated in U. S. Dollars or other
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<PAGE>
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 L 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
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<PAGE>
therefor shall be the same as those for demand deposit bank accounts placed with
other banks as described in Section 2-L 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
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<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.
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<PAGE>
Q. Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the Shareholder Servicing Agent
or otherwise apply funds or securities, insofar as available, for the payment of
dividends or other distributions to Fund shareholders. Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Shareholder
Servicing Agent (given by such person or persons and in such manner on behalf of
the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities, insofar as available, to the
Shareholder Servicing Agent or as such Agent shall otherwise instruct for
payment to Fund shareholders who have delivered to such Agent a request for
repurchase or redemption of their shares of capital stock of the Fund.
R. Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all
forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that are
received by the Custodian, and upon receipt of proper instructions, to execute
and deliver or cause its nominee to execute and deliver such proxies or other
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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, 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.
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
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writing (each of the foregoing being referred to in this Agreement as a
"Securities System"). Utilization of a Securities System shall be in accordance
with applicable Federal Reserve Board and Securities and Exchange Commission
rules and regulations, if any, and subject to the following provisions:
1) The Custodian may deposit and/or maintain Fund securities, either
directly or through one or more Agents appointed by the Custodian (provided that
any such agent shall be qualified to act as a custodian of the Fund pursuant to
the Investment Company Act of 1940 and the rules and regulations thereunder), in
a Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by book-entry those
securities belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of
the Fund upon (i) receipt of advice from
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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 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.
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<PAGE>
V. Other Transfers - Upon receipt of proper instructions, to deliver
securities, funds and other property of the Fund to a Subcustodian or another
custodian of the Fund; and, upon receipt of proper instructions, to make such
other disposition of securities, funds or other property of the Fund in a manner
other than or for purposes other than as enumerated elsewhere in this Agreement,
provided that the instructions relating to such disposition shall include a
statement of the purpose for which the delivery is to be made, the amount of
securities to be delivered and the name of the person or persons to whom
delivery is to be made.
W. Investment Limitations - In performing its duties generally, and
more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, the Custodian may assume unless and until
notified in writing to the contrary that proper instructions received by it are
not in conflict with or in any way contrary to any provisions of the Fund's
Declaration of Trust or Certificate of Incorporation or By-Laws (or comparable
documents) or 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
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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 initialed on behalf of the Fund by one or more person or persons as
the Board of Trustees or Directors 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 Trustees or Directors 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
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(including any of its officers, Trustees, Directors, 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 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
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<PAGE>
Commission or any registered contract market), or any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Fund, (ii) for purposes of segregating cash or securities in
connection with options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the Fund, (iii) for
the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies, and (iv) as mutually
agreed from time to time between the Fund and the Custodian.
3. Powers and Duties of the Custodian with Respect to the Appointment
of Subcustodians Outside the United States: Securities, funds and other property
of the Fund may be held by subcustodians appointed pursuant to the provisions of
this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time
to time, appoint any bank or trust company (meeting the requirements of a
custodian or an "eligible foreign custodian" under the Investment Company Act of
1940 and the rules and regulations thereunder) to act as a Subcustodian for the
Fund, and the Custodian may also utilize directly and any Subcustodian may
utilize such securities depositories located outside the United States (as shall
be approved in writing by Fund) and as meet the requirements of an "eligible
foreign custodian" as
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<PAGE>
aforesaid, provided that the Fund shall have approved in writing (1) any such
bank or trust company and the subcustodian agreement to be entered into between
such bank or trust company and the Custodian, and (2) if the Subcustodian is a
bank 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, and (3) the securities depositories, if
any, through which the Subcustodian or the Custodian is authorized 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 bank or trust company that has been appointed as a Subcustodian 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
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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
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clearing agencies, or generally accepted trade practice in the applicable local
market.
With respect to the securities and funds held by a Subcustodian, either
directly or indirectly, (including by a securities depository or a clearing
agency) including demand and interest bearing deposits, currencies or other
deposits and foreign exchange contracts as referred to in Sections 2L, 2M or 2N,
the Custodian shall be liable to the Fund if and only to the extent that such
Subcustodian is liable to the Custodian and the Custodian recovers under the
applicable subcustodian agreement. The Custodian shall nevertheless 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 such Subcustodian.
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
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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.
At the written request of the Fund, the Custodian will terminate any
subcustodian appointed pursuant to the provisions of this Section 3 in
accordance with the termination provisions under the applicable subcustodian
agreement. 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
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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: 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 Fund's
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 3la-1 and 3la-2 thereunder) and under
applicable Federal and State tax laws. All such records will be the
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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. Calculation of Net Asset Value - To compute and determine the net
asset value per share of capital stock of the Fund as of the close of business
on the New York Stock Exchange on each day on which such Exchange is open,
unless otherwise directed by proper instructions. Such computation and
determination shall be made in accordance with (1) the provisions of the Fund's
Declaration of Trust or Certificate of Incorporation or By-Law, as they may from
time to time be amended and delivered to the Custodian, (2) the votes of the
Board of Trustees or Directors of
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the Fund at the time in force and applicable as they may from time to time be
delivered to the Custodian, and (3) proper instructions from such officers of
the Fund or other persons as are from time to time authorized by the Board of
Trustees or Directors of the Fund to give instructions with respect to
computation and determination of the net asset value. On each day that the
Custodian shall compute the net asset value per share of the Fund, the Custodian
shall provide the Fund with written reports which permit the Fund to verify that
portfolio transactions have been recorded in accordance with the Fund's
instructions and are reconciled with the Fund's trading records.
In computing the net asset value, the Custodian may rely upon any
information furnished by proper instructions, including without limitation any
information (1) as to accrual of liabilities of the Fund and as to liabilities
of the Fund not appearing on the books of account kept by the Custodian, (2) as
to the existence, status and proper treatment of reserves, if any, authorized by
the Fund, (3) as to the sources of quotations to be used in computing the net
asset value, including those listed in Appendix B, (4) as to the fair value to
be assigned to any securities or other property for which price quotations are
not readily available, and (5) as to the sources of information with respect to
"corporate actions" affecting portfolio securities of the Fund, including those
listed in Appendix B. (Information as to "corporate actions" shall include
information
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<PAGE>
as to dividends, distributions, stock splits, stock dividends, rights offerings,
conversions, exchanges, recapitalizations, mergers, redemptions, calls, maturity
dates and similar transactions, including the ex- and record dates and the
amounts or other terms thereof.)
In like manner, the Custodian shall compute and determine the net
asset value as of such other times as the Board of Trustees or Directors of the
Fund from time to time may reasonably request.
Notwithstanding any other provisions of this Agreement, including
Section 6C, the following provisions shall apply with respect to the Custodian's
foregoing responsibilities in this Section 5D: The Custodian shall be held to
the exercise of reasonable care in computing and determining net asset value as
provided in this Section 5D, but shall not be held accountable or liable for any
losses, damages or expenses the Fund or any shareholder or former shareholder of
the Fund may suffer or incur arising from or based upon errors or delays in the
determination of such net asset value unless such error or delay was due to the
Custodian's negligence, gross negligence or reckless or willful misconduct in
determination of such net asset value. (The parties hereto acknowledge, however,
that the Custodian's causing an error or delay in the determination of net asset
value may, but does not in and of itself, constitute negligence gross negligence
or reckless or willful misconduct.) The Custodian's
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<PAGE>
liability for any such negligence, gross negligence or reckless or willful
misconduct which results in an error in determination of such net asset value
shall be limited to the direct, out-of-pocket loss the Fund, shareholder or
former shareholder shall actually incur, measured by the difference between the
actual and the erroneously computed net asset value, and any expenses the Fund
shall incur in connection with correcting the records of the Fund affected by
such error (including charges made by the Fund's registrar and transfer agent
for making such corrections) or communicating with shareholders or former
shareholders of the Fund affected by such error.
Without limiting the foregoing, the Custodian shall not be held
accountable or liable to the Fund, any shareholder or former shareholder thereof
or any other person for any delays or losses, damages or expenses any of them
may suffer or incur resulting from (1) the Custodian's failure to receive timely
and suitable notification concerning quotations or corporate actions relating to
or affecting portfolio securities of the Fund or (2) any errors in the
computation of the net asset value based upon or arising out of quotations or
information as to corporate actions if received by the Custodian either (i) from
a source which the Custodian was authorized pursuant to the second paragraph of
this Section 5D to rely upon, or (ii) from a source which in the Custodian's
reasonable judgment was as reliable a source for such quotations or information
as the sources authorized pursuant to
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<PAGE>
that paragraph. Nevertheless, the Custodian will use its best judgment in
determining whether to verify through other sources any information it has
received as to quotations or corporate actions if the Custodian has reason to
believe that any such information might be incorrect.
In the event of any error or delay in the determination of such net
asset value for which the Custodian may be liable, the Fund and the Custodian
will consult and make good faith efforts to reach agreement on what actions
should be taken in order to mitigate any loss suffered by the Fund or its
present or former shareholders, in order that the Custodian's exposure to
liability shall be reduced to the extent possible after taking into account all
relevant factors and alternatives. Such actions might include the Fund or the
Custodian taking reasonable steps to collect from any shareholder or former
shareholder who has received any overpayment upon redemption of shares such
overpaid amount or to collect from any shareholder who has underpaid upon a
purchase of shares the amount of such underpayment or to reduce the number of
shares issued to such shareholder. It is understood that in attempting to reach
agreement on the actions to be taken or the amount of the loss which should
appropriately be borne by the Custodian, the Fund and the Custodian will
consider such relevant factors as the amount of the loss involved, the Fund's
desire to avoid loss of shareholder good will, the fact that other persons or
entitles could have been
-29-
<PAGE>
reasonably expected to have detected the error sooner than the time it was
actually discovered, the appropriateness of limiting or eliminating the benefit
which shareholders or former shareholders might have obtained by reason of the
error, and the possibility that other parties providing services to the fund
might be induced to absorb a portion of the loss incurred.
E. 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 Instruction;
Evidence of Authority; Etc. The Custodian shall not be liable for any action
taken or omitted in reliance upon proper instructions believed by it to be
genuine or upon any other written notice, request, direction, instruction,
certificate or other instrument believed by it to be genuine and signed by the
proper party or parties.
The Secretary or Assistant Secretary of the Fund shall certify to the
Custodian the names, signatures and scope of authority of all persons authorized
to give proper instructions or any other such notice, request, direction,
instruction, certificate or instrument on behalf of the Fund, the names and
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<PAGE>
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 Trustees or Directors 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.
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
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<PAGE>
Custodian or any of its agents or of any of its or their employees or from any
failure of the Custodian or any such agent to enforce effectively such rights as
it may have against the Securities System. At the election of the Fund, it shall
be entitled to be subrogated to the rights of the Custodian with respect to any
claim against the Securities System or any other person which the Custodian may
have as a consequence of any such loss or damage to the Fund if and to the
extent that the Fund has not been made whole for any such loss or damage.
C. Liability of the Custodian with respect to Subcustodians The
Custodian shall be liable to the Fund for any loss or damage to the Fund caused
by or resulting from the acts or omissions of any Subcustodian to the extent
that under the terms set forth in the subcustodian agreement between the
Custodian and the Subcustodian (or in the subcustodian agreement between a
Subcustodian and any secondary Subcustodian), the Subcustodian (or secondary
Subcustodian) has failed to perform in accordance with the standard of conduct
imposed under such subcustodian agreement as determined in accordance with the
law which is adjudicated to govern such agreement and in accordance with any
determination of any court as to the duties of said Subcustodian pursuant to
said agreement. The 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
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<PAGE>
connection with the delivery of any securities or funds held by it to any
Subcustodian.
D. Standard of Care; Liability; Indemnification - The Custodian shall
be held only to the exercise of reasonable care and diligence in carrying out
the provisions of this Agreement, provided that the Custodian shall not thereby
be required to take any action which is in contravention of any applicable law.
The Fund agrees to indemnify and hold harmless the Custodian and its nominees
from all claims and liabilities (including counsel fees) incurred or assessed
against it or its nominees in connection with the performance of this Agreement,
except such as may arise from its or its nominee's breach of the relevant
standard of conduct set forth in this Agreement. Without limiting the foregoing
indemnification obligation of the Fund, the Fund agrees to indemnify the
Custodian and any nominee in whose name portfolio securities or other property
of the Fund is registered against any liability the Custodian or such nominee
may incur by reason of taxes assessed to the Custodian or such nominee or other
costs, liability or expense incurred by the Custodian or such nominee resulting
directly or indirectly from the fact that portfolio securities or other property
of the Fund is registered in the name of the Custodian or such nominee.
It is also understood that the Custodian shall not be liable for any
loss involving any securities, currencies, deposits or other property of the
Fund, whether maintained by it, a
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<PAGE>
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 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.
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<PAGE>
F. Security for Obligations to Custodian - If the Fund shall require
the Custodian to advance cash or securities for any purpose for the benefit of
the Fund, including in connection with foreign exchange contracts or options
(collectively, an "Advance"), or if the Custodian or any nominee thereof shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Agreement (collectively a
"Liability"), except such as may arise from its or such nominee's breach of the
relevant standard of conduct set forth in this Agreement, then in such event any
property at any time held for the account of the Fund by the Custodian or a
Subcustodian shall be security for such Advance or Liability and if the Fund
shall fail to repay or indemnify the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's property,
including securities, to the extent necessary to obtain reimbursement or
indemnification.
G. Appointment of Agents - The Custodian may at any time or times in
its discretion appoint (and may at any time remove) any other bank or trust
company as its agent (an "Agent") to carry out such of the provisions of this
Agreement as the Custodian may from time to time direct, provided, however, that
the appointment of such Agent (other than an Agent appointed pursuant to the
third paragraph of Section 3) shall not relieve the Custodian of any of its
responsibilities under this Agreement.
-35-
<PAGE>
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.
-36-
<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 of the parties hereto with respect to the subject matter hereof. No
provision of this Agreement may be amended or terminated except by a statement
in writing signed by the party against which enforcement of the amendment or
termination is sought.
In connection with the operation of this Agreement, the Custodian and
the Fund may agree in writing from time to time on such provisions
interpretative of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement. No
interpretative or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
The section headings in this Agreement are for the convenience of the
parties and in no way alter, amend, limit or restrict the contractual
obligations of the parties set forth in this Agreement.
-37-
<PAGE>
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 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.
-38-
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.
PIONEER EUROPE FUND BROWN BROTHERS HARRIMAN & CO.
By _____________________________ per pro ___________________________
-39-
<PAGE>
BROWN BROTHERS HARRIMAN & CO - GLOBAL CUSTODY NETWORK
PIONEER EUROPE FUND
APPENDIX A
SUBCUSTODIAN
<TABLE>
<CAPTION>
COUNTRY SUBCUSTODIAN DEPOSITORY
<S> <C> <C>
AUSTRIA CREDITANSTALT BANKVEREIN OEKB
Creditanstalt Bankverein Agreement 12/18/89
Omnibus Amendment 1/17/94
BELGIUM MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
BRUSSELS CIK Morgan Guaranty Trust Company
Agreement 2/25/86 Banque Nationale de
(acting through its Brussels office)
Belgique
CZECH REPUBLIC CESKOSLOVENSKA OBCHODNI BANKA, A.S. SCP
Ceskoslovenska Obchodni Banka Agreement 2/8/94 czech National Bank
DENMARK DEN DANSKE BANK VP
De Danske Bank Agreement 1/1/89
FINLAND UNION BANK OF FINLAND CSR
Union Bank of Finland Agreement 2/27/89 HMMC
Omnibus Amendment 4/6/94
FRANCE MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
PARIS SICOVAM Morgan Guraranty Trust
Company Agreement 4/23/93 Banque de France
(acting through its Paris office)
GERMANY MORGAN GUARANTY TRUST COMPANY OF NEW YORK, FRANKFURT Kassenverein
Morgan Guraranty Trust Company Agreement
12/12/94
(acting through its Frankfurt office)
GREECE CITIBANK N.A., ATHENS Apothetirion Titlon
Citibank N.A., New York Agreement 7/16/81
A.E.
New York Agreement Amendment 8/31/90
HUNGARY CITIBANK BUDAPEST RT. KELER Ltd.
Citibank N.A., New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank N.A. Subsidiary Amendment 8/7/92
Citibank N.A./Citibank Budapest Agreement
1/24/92
</TABLE>
<PAGE>
BROWN BROTHERS HARRIMAN & CO - GLOBAL CUSTODY NETWORK
PIONEER EUROPE FUND
APPENDIX A
<TABLE>
<CAPTION>
COUNTRY SUBCUSTODIAN DEPOSITORY
<S> <C> <C>
IRELAND ALLIED IRISH BANKS PLC Gilt Settlement
Allied Irish Banks Agreement 1/10/89 Office
Omnibus amendment 4/8/94
ITALY BANCA COMMERCIALE ITALIANA Monte Titoli
Banca Commerciale Italiana Agreement 5/8/89 Banca D'Italia
Agreement Amendment 10/8/93
Omnibus Amendment 12/14/93
NETHERLANDS ABN-AMRO BANK NECIGEF
ABN-AMRO Agreement 12/19/88
NORWAY DEN NORSKE BANK VPS
Den Norske Bank Agreement 11/16/94
POLAND CITIBANK (POLAND) S.A. NDS
Citibank N.A. , New York Agreement 7/16/81
New York Agreement Amendment 8/31/90
Citibank Subsidiary Amendment 8/7/92
Citibank, N.A./Citibank Poland S.A. agt 11/6/92
PORTUGAL BANCO ESPIRITO SANTO E COMERCIAL DE LISBOA, S.A. Interbolsa
BESCL Agreement 4/26/89
Omnibus Amendment 2/23/94
SPAIN BANCO SANTANDER SCLV
Banco Santander Agreement 12/14/88 Banco de Espana
SWEDEN SKANDINAVISKA ENSKILDA BANKEN VPC
Skandinaviska Enskilda Banken Agreement 2/20/89
SWITZERLAND SWISS BANK CORPORATION SEGA
Swiss Bank Corporation Agreement 3/1/94
TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO. Cedel
Euroclear
</TABLE>
<PAGE>
BROWN BROTHERS HARRIMAN & CO - GLOBAL CUSTODY NETWORK
PIONEER EUROPE FUND
APPENDIX A
<TABLE>
<CAPTION>
COUNTRY SUBCUSTODIAN DEPOSITORY
<S> <C> <C>
UNITED KINGDOM MORGAN GUARANTY TRUST COMPANY OF NEW YORK, LONDON CGO
Morgan Guraranty Trust Company Agreement 4/23/93 CMO
(acting through its London office)
</TABLE>
I HEREBY CERTIFY THAT AT ITS MEETING ON JUNE 6, 1995 THE BOARD APPROVED THE
COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON THIS
APPENDIX.
/S/JOSEPH P. BARRI JUNE 21, 1995
JOSEPH P. BARRI
SECRETARY
TITLE
<PAGE>
APPENDIX B
PIONEER EUROPE FUND
THE FOLLOWING AUTHORIZED SOURCES ARE TO BE USED FOR PRICING AND FOREIGN EXCHANGE
QUOTATIONS, CORPORATE ACTIONS, DIVIDENDS AND RIGHTS OFFERINGS:
AUTHORIZED SOURCES
QUOTRON
REUTERS
INTERACTIVE DATA CORPORATION
VALORINFORM (GENEVA)
TELEKURS
SUBSCRIPTION BANKS
FUND MANAGERS
EXTEL (LONDON)
REPUTABLE FOREIGN BROKERS
APPROVED: DATE:___________
INVESTMENT COMPANY SERVICE AGREEMENT
April 2, 1991
Pioneer Europe Fund, 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
<PAGE>
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.
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.
PCS shall at all times adhere to various procedures and
systems consistent with industry standards in order to safeguard
-2-
<PAGE>
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 difficulties, fire, flood or other
catastrophes, 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
-3-
<PAGE>
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 (3) 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 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 employees, agents and nominees
harmless from any and all claims, demands, 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
-4-
<PAGE>
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 an annual fee of $19.13 per
account to PSC, such fee to be payable in equal monthly installments. In
addition, Customer shall reimburse PSC monthly for out-of-pocket expenses such
as postage, forms, envelopes, checks, "outside" mailings, telephone line and
other charges, mailgrams, mail insurance on certificates, transfer and
maintenance of records on microfilm 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.
After the date of termination, for so long as PSC in fact
continues to perform any one or more of the services contemplated by this
Agreement or any exhibit hereto, the provisions of this Agreement, including
without limitation the provisions of Section 8 dealing with indemnification,
shall where applicable continue in full force and effect.
-5-
<PAGE>
12. REQUIRED DOCUMENTS. Customer agrees to furnish to PSC prior to the
Effective Date the following (to the extent not 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
E. Opinion of counsel for Customer as to the due authorization by
and binding effect of this Agreement
-6-
<PAGE>
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 being available, but in no
case later than the effective date.
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 Trustees, 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.
-7-
<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
/s/Joseph P. Barri /s/William H. Smith, Jr.
Joseph P. Barri By:William H. Smith, Jr.
Clerk President
PIONEER EUROPE FUND
/s/Joseph P. Barri /s/John F. Cogan
Joseph P. Barri By:John F. Cogan
Secretary President
<PAGE>
EXHIBIT A TO INVESTMENT COMPANY SERVICE AGREEMENT
Shareholder Account Service --
As Servicing Agent for Plan Accounts in accordance with either the provisions of
standard Plan Applications or Customer's prospectus, PSC will:
1. Open, maintain and close accounts.
2. Purchase shares for the planholder.
3. Out of the money received in payment for share sales pay to the
Customer's Custodian the net asset value per share and pay to the
underwriter and to the dealer their commission, if any, on a
semi-monthly basis.
4. Redeem shares by systematic withdrawal orders. (See Exhibit B)
5. Issue certificates, upon instruction, resulting from withdrawals from
plan accounts. Maintain records showing name, address, certificate
numbers and number of shares.
6. Deposit certificates to plan accounts when furnished with such
documents as PSC deems necessary to authorize the deposit.
7. Reinvest or disburse dividends and other distributions upon direction
of shareholder.
8. Establish the proper registration of ownership of shares.
9. Pass upon the adequacy of documents submitted by a shareholder or his
legal representative to substantiate the transfer of ownership of
shares from the registered owner to transferees.
<PAGE>
10. Make transfers from time to time upon the books of the Customer in
accordance with properly executed transfer instructions furnished to
PSC.
11. Upon receiving appropriate detailed instructions and written materials
prepared by Customer and proxy proofs checked by Customer, mail
shareholder reports, proxies and related materials of suitable design
for automatic enclosing, receive and tabulate executed proxies, and
furnish an annual meeting list of shareholders when required.
12. Respond to shareholder inquiries in a timely manner.
13. Maintain dealer and salesperson records.
14. Maintain and furnish to Customer such shareholder information as
Customer may reasonably request for the purpose of compliance by
Customer with the applicable tax and securities law of various
jurisdictions.
15. Mail confirmations of transactions to planholders in a timely fashion.
16. Provide Customer with such information regarding correspondence as will
enable Customer to comply with related N-SAR requirements.
17. Maintain continuous proof of the outstanding shares of the Company.
18. Solicit taxpayer identification numbers.
19. Provide data to enable the Company to file abandoned property reports
for those accounts that have been indicated by the Post Office to be
not at the address of record with no forwarding address.
20. Maintain bank accounts and reconcile same on a monthly basis.
<PAGE>
21. Provide management information reports on a quarterly basis to the
Board of Trustees outlining the level of service provided.
22. Provide sale/statistical reporting for purposes of providing fund
management with information to maximizing the return to shareholders.
<PAGE>
EXHIBIT B TO INVESTMENT COMPANY SERVICE AGREEMENT
Redemption Service
In accordance with the provisions of the Customer's Prospectus, as Servicing
Agent for the Redemption function, PSC will:
1. Where applicable, establish accounts payable based on information
furnished to PSC on behalf of the Customer: i.e., copies of trade
confirmations and other documents deemed necessary or desirable by PSC
on the first business day following the trade date.
2. Receive for redemption either:
a. Share certificates, supported by appropriate documentation.
b. Written authorization (where no share certificates are
issued).
3. Verify there are sufficient shares in an account to cover redemption
requests.
4. Transfer the redeemed or repurchased shares to the Customer's treasury
share account, or, if applicable, cancel such shares for retirement.
5. Pay the applicable redemption or repurchase price to the shareholder in
accordance with the prospectus of the Customer and the Declaration of
Trust on or before the seventh calendar day succeeding any receipt of
certificates or requests for redemption or repurchase in "good order"
as defined in the Prospectus.
6. Notify the Customer and the underwriter for the Customer of the total
number of shares presented and covered by such requests within a
reasonable period of time following receipt.
<PAGE>
7. Promptly notify the shareholder if any such certificate or request for
redemption or repurchase is not in "good order" together with notice of
the documents required to comply with the good order standards. Upon
receipt of the necessary documents PSC shall effect such redemption at
the net asset value applicable at the date and time of receipt of such
documents.
8. Produce periodic reports of unsettled items, if any.
9. Adjust unsettled items, if any, relative to dividends and
distributions.
10. Report to Customer any late redemptions which must be included in
Customer's N-SAR.
<PAGE>
EXHIBIT C TO INVESTMENT COMPANY SERVICE AGREEMENT
Exchange Service
1. Receive and process exchanges in accordance with a duly executed
exchange authorization. PSC will redeem existing shares and use the
proceeds to purchase new shares. Shares of the Fund purchased directly
or acquired through reinvestment of dividends on such shares may be
exchanged for shares of other Pioneer Funds (which funds have sales
charges) only by payment of the applicable sales charge. Shares of the
Fund acquired by exchange and through reinvestment of dividends on such
shares may be re-exchanged to another Pioneer Fund at their respective
net asset values.
2. Make authorized deductions of fees.
3. Register new shares identically with the shares surrendered for
exchange. Mail new shares or a plan statement confirming the exchange
by first class mail to the address of record.
4. Maintain a record of unprocessed exchanges and produce a periodic
report.
<PAGE>
EXHIBIT D TO INVESTMENT COMPANY SERVICE AGREEMENT
Income Accrual and Disbursing Service
1. Distribute income dividends and/or capital gain distributions, either
through reinvestment or in cash, in accordance with shareholder
instructions.
2. On the mailing date, Customer shall make available to PSC collected
funds to make such distribution.
3. Adjust unsettled items relative to dividends and distribution.
4. Reconcile dividends and/or distributions with the Customer.
5. Prepare and file annual Federal and State information returns of
distributions and, in the case of Federal returns, mail information
copies to shareholders and report and pay Federal income taxes withheld
from distributions made to non-resident aliens.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated November 27, 1995 included in Pioneer Europe Fund's 1995 Annual Report
(and to all references to our firm) included in or made a part of the Pioneer
Europe Fund Post-Effective Amendment No. 5 and Amendment No. 6 to Registration
Statement File Nos. 33-36265 and 811-6151, respectively.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 26, 1996
EXHIBIT 13
FORM OF STOCK PURCHASE AGREEMENT
This Agreement is made this ___ day of June, 1990 between The Pioneer
Group, Inc., a Delaware corporation ("PGI") and Pioneer Europe Fund, a
Massachusetts business trust ("Pioneer").
WHEREAS, Pioneer wishes to sell and PGI wishes to purchase _____ shares
of beneficial interest in Pioneer for a purchase price of $____________ per
share (the "Shares"); and
WHEREAS, PGI is purchasing the Shares for the purpose of providing the
initial capitalization of Pioneer;
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneously with the execution of this Agreement, PGI is
delivering to Pioneer a check in the amount of $__________ in payment for the
Shares.
2. PGI agrees that it is purchasing the Shares for investment and has
no present intention of redeeming or reselling the Shares.
Executed as of the date first set forth above.
THE PIONEER GROUP, INC.
By:_____________________________
PIONEER EUROPE FUND
By:_____________________________
CLASS B DISTRIBUTION PLAN
PIONEER EUROPE FUND
CLASS B DISTRIBUTION PLAN, dated as of April 4, 1994, of PIONEER EUROPE
FUND, a Massachusetts business trust (the "Fund").
WITNESSETH
WHEREAS, the Fund 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 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 Fund desires that Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD"), provide certain distribution services for the
Fund's Class B Shares in connection with the Class B Plan;
WHEREAS, the Fund has entered into an underwriting agreement (in a form
approved by the Fund'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 Fund in connection with the offering and distribution of Class B
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 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
<PAGE>
and at the rate or rates to be set forth in an agreement between PFD and such
Dealer and (c) PFD may make such payments to the Dealers for distribution
services out of the fee paid to PFD hereunder, any deferred sales charges
imposed by PFD in connection with the repurchase of Class B 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 B 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 Fund, in considering whether 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 Fund 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 Fund 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 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 B shares. Such compensation shall be calculated and accrued daily
and paid monthly or at such other intervals as the Board of Trustees
may determine.
(b) The amount of compensation paid during any one year for
distribution services shall be .75% of the average daily net assets of
the Fund attributable to such year.
-2-
<PAGE>
(c) Distribution services and expenses for which PFD may be
compensated pursuant to this Plan include, without limitation:
compensation to and expenses (including allocable overhead, travel and
telephone expenses) of (i) Dealers, brokers and other dealers who are
members of the National Association of Securities Dealers, Inc.
("NASD") or their officers, sales representatives and employees, (ii)
PFD and any of its affiliates and any of their respective officers,
sales representatives and employees, (iii) banks and their officers,
sales representatives and employees, who engage in or support
distribution of the 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 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 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 Class B shares by the Fund
-3-
<PAGE>
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 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 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 Fund.
3. Nothing herein contained shall be deemed to require 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 Fund's Board of Trustees of the responsibility for and control of
the conduct of the affairs of the Fund.
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 Fund and who have no direct or indirect financial
interest in the operation of the Class B Plan or in any agreements related to
the Class B Plan (the "Qualified Trustees"), such votes to be cast in person at
a meeting called for the purpose of voting on this Class B Plan.
5. This Class B Plan will remain in effect indefinitely, provided that
such continuance is "specifically approved at least
-4-
<PAGE>
annually" by a vote of both a majority of the Trustees of the Fund 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 limitation son 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 both the Trustees and the
Qualified Trustees. This Class B Plan may be terminated at any time by a vote of
a majority of the Qualified Trustees or by a vote of the holders of a "majority
of the outstanding voting securities" of Class B of the Fund.
7. The Fund and PFD shall provide to the Fund'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 Fund.
9. For the purposes of this Class B Plan, the terms "interested
persons," "majority of the outstanding voting securities" and "specifically
approved at least annually" are used as defined in the 1940 Act.
10. The 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.
-5-
<PAGE>
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 EUROPE FUND
CLASS C SHARES DISTRIBUTION PLAN, dated as of January 31, 1996 of
PIONEER EUROPE FUND, a Massachusetts business trust (the "Fund").
WITNESSETH
WHEREAS, the Fund 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 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 Fund has entered into an underwriting agreement (in a form
approved by the Fund'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 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
<PAGE>
and at the rate or rates to be set forth in an agreement between PFD and such
Dealer and (c) PFD may make such payments to the Dealers for distribution
services out of the fee paid to PFD hereunder, any deferred sales charges
imposed by PFD in connection with the repurchase of Class C shares, its profits
or any other source available to it;
WHEREAS, the 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 Fund, 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 Fund 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 monthly or at such other intervals as the Board of Trustees
may determine.
(b) The amount of compensation paid during any one year for
distribution services with respect to Class C Shares shall be .75% of
the Fund's average daily net assets attributable to Class C Shares for
such year.
-2-
<PAGE>
(c) Distribution services and expenses for which PFD may be
compensated pursuant to this Plan include, without limitation:
compensation to and expenses (including allocable overhead, travel and
telephone expenses) of (i) Dealers, brokers and other dealers who are
members of the National Association of Securities Dealers, Inc.
("NASD") or their officers, sales representatives and employees, (ii)
PFD and any of its affiliates and any of their respective officers,
sales representatives and employees, (iii) banks and their officers,
sales representatives and employees, who engage in or support
distribution of the 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.
-3-
<PAGE>
(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 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.
3. Nothing herein contained shall be deemed to require 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 Fund's Board of Trustees of the responsibility for and control of
the conduct of the affairs of 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 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
-4-
<PAGE>
Trustees"), such votes with respect to (ii) and (iii) above to be cast in person
at a meeting called for the purpose of voting on this Class C Plan.
5. This Class C Plan will remain in effect indefinitely, provided that
such continuance is "specifically approved at least annually" by a vote of both
a majority of the Trustees of the Fund 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.
7. The Fund and PFD shall provide to the Fund'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 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.
-5-
<PAGE>
10. The Fund shall preserve copies of this Class C Plan, and each
agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and, for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.
11. This Class C Plan shall be construed in accordance with the laws of
The Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
12. If any provision of this Class C Plan shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Class C
Plan shall not be affected thereby.
-6-
[ARTICLE] 6
[CIK] 0000866707
[NAME] PIONEER EUROPE FUND
[SERIES]
[NUMBER] 001
[NAME] PIONEER EUROPE FUND CLASS A
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1995
[PERIOD-END] OCT-31-1995
[INVESTMENTS-AT-COST] 74433733
[INVESTMENTS-AT-VALUE] 87924060
[RECEIVABLES] 561511
[ASSETS-OTHER] 9342
[OTHER-ITEMS-ASSETS] 450102
[TOTAL-ASSETS] 88945015
[PAYABLE-FOR-SECURITIES] 1133771
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 480462
[TOTAL-LIABILITIES] 1614233
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 68170305
[SHARES-COMMON-STOCK] 3704319
[SHARES-COMMON-PRIOR] 3384114
[ACCUMULATED-NII-CURRENT] 217538
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 5672389
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 13270550
[NET-ASSETS] 87330782
[DIVIDEND-INCOME] 1475667
[INTEREST-INCOME] 308888
[OTHER-INCOME] 0
[EXPENSES-NET] (1368044)
[NET-INVESTMENT-INCOME] 416511
[REALIZED-GAINS-CURRENT] 5819824
[APPREC-INCREASE-CURRENT] 4430730
[NET-CHANGE-FROM-OPS] 10667065
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (19784)
[DISTRIBUTIONS-OF-GAINS] (4612153)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1851392
[NUMBER-OF-SHARES-REDEEMED] 1784047
[SHARES-REINVESTED] 252860
[NET-CHANGE-IN-ASSETS] 16918824
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 4872420
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 758700
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1636578
[AVERAGE-NET-ASSETS] 70141407
[PER-SHARE-NAV-BEGIN] 19.91
[PER-SHARE-NII] 0.12
[PER-SHARE-GAIN-APPREC] 2.57
[PER-SHARE-DIVIDEND] (0.01)
[PER-SHARE-DISTRIBUTIONS] (1.40)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 21.19
[EXPENSE-RATIO] 1.76
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
<PAGE>
[ARTICLE] 6
[CIK] 0000866707
[NAME] PIONEER EUROPE FUND
[SERIES]
[NUMBER] 002
[NAME] PIONEER EUROPE FUND CLASS B
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] OCT-31-1995
[PERIOD-END] OCT-31-1995
[INVESTMENTS-AT-COST] 74433733
[INVESTMENTS-AT-VALUE] 87924060
[RECEIVABLES] 561511
[ASSETS-OTHER] 9342
[OTHER-ITEMS-ASSETS] 450102
[TOTAL-ASSETS] 88945015
[PAYABLE-FOR-SECURITIES] 1133771
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 480462
[TOTAL-LIABILITIES] 1614233
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 68170305
[SHARES-COMMON-STOCK] 421926
[SHARES-COMMON-PRIOR] 153349
[ACCUMULATED-NII-CURRENT] 217538
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 5672389
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 13270550
[NET-ASSETS] 87330782
[DIVIDEND-INCOME] 1475667
[INTEREST-INCOME] 308888
[OTHER-INCOME] 0
[EXPENSES-NET] (1368044)
[NET-INVESTMENT-INCOME] 416511
[REALIZED-GAINS-CURRENT] 5819824
[APPREC-INCREASE-CURRENT] 4430730
[NET-CHANGE-FROM-OPS] 10667065
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (3800)
[DISTRIBUTIONS-OF-GAINS] (265778)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 402070
[NUMBER-OF-SHARES-REDEEMED] 148762
[SHARES-REINVESTED] 15269
[NET-CHANGE-IN-ASSETS] 16918824
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 4872420
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 758700
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 1636578
[AVERAGE-NET-ASSETS] 5695719
[PER-SHARE-NAV-BEGIN] 19.80
[PER-SHARE-NII] (0.02)
[PER-SHARE-GAIN-APPREC] 2.56
[PER-SHARE-DIVIDEND] (0.02)
[PER-SHARE-DISTRIBUTIONS] (1.40)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 20.92
[EXPENSE-RATIO] 2.49
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
PIONEER EUROPE FUND
Multiple Class Plan Pursuant to Rule 18f-3
Class A Shares and Class B Shares
October 4, 1995
Each class of shares of Pioneer Europe Fund (the "Fund") will have the same
relative rights and privileges and be subject to the same sales charges, fees
and expenses, except as set forth below. The Board of Trustees of the Fund may
determine in the future that other distribution arrangements, allocations of
expenses (whether ordinary or extraordinary) or services to be provided to a
class of shares are appropriate and amend this Plan accordingly without the
approval of shareholders of any class. Except as set forth in the 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 are sold at net asset value and subject to the initial sales
charge schedule or contingent deferred sales charge ("CDSC") and minimum
purchase requirements as set forth in the Fund's prospectus. Class A Shares
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 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 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 shall bear the costs and expenses associated with
conducting a shareholder meeting for matters relating to Class A shares.
Article II. Class B Shares
Class B Shares are sold at net asset value per share without the imposition
of an initial sales charge. However, Class B shares redeemed within a specified
number of years of purchase will be subject to a CDSC as set forth in the Fund's
prospectus. Class B Shares are sold subject to the minimum purchase requirements
set forth in the Fund's prospectus. Class B Shares 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 are subject to fees calculated as a
stated percentage of the net assets attributable to Class B shares under
<PAGE>
the Class B Rule 12b-1 Distribution Plan as set forth in such Distribution Plan.
The Class B Shareholders of the 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 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 shall bear the costs
and expenses associated with conducting a shareholder meeting for matters
relating to Class B shares.
Class B Shares will automatically convert to Class A Shares of the 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 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 Fund, and (b) those of the Trustees
who are not "interested persons" of the Fund, as such term may be from time to
time defined under the Act.
Article IV. Amendments
No material amendment to the Plan shall be effective unless it is approved
by the Board of Trustees in the same manner as is provided for approval of this
Plan in Article III.
-2-
<PAGE>
PIONEER EUROPE FUND
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 Europe Fund (the "Fund") will have the
same relative rights and privileges and be subject to the same sales charges,
fees and expenses, except as set forth below. The Board of Trustees may
determine in the future that other distribution arrangements, allocations of
expenses (whether ordinary or extraordinary) or services to be provided to a
class of shares are appropriate and amend this Plan accordingly without the
approval of shareholders of any class. Except as set forth in the 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 are sold at net asset value and subject to the initial
sales charge schedule or contingent deferred sales charge ("CDSC") and minimum
purchase requirements as set forth in the Fund's prospectus. Class A Shares
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 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 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 shall bear the costs and expenses associated with
conducting a shareholder meeting for matters relating to Class A shares.
<PAGE>
Article II. Class B Shares
Class B Shares are sold at net asset value per share without the
imposition of an initial sales charge. However, Class B shares redeemed within a
specified number of years of purchase will be subject to a CDSC as set forth in
the Fund's prospectus. Class B Shares are sold subject to the minimum purchase
requirements set forth in the Fund's prospectus. Class B Shares 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 are subject to fees
calculated as a stated percentage of the net assets attributable to Class B
shares under the Class B Rule 12b-1 Distribution Plan as set forth in such
Distribution Plan. The Class B Shareholders of the 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 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 shall bear the costs and expenses associated with conducting a
shareholder meeting for matters relating to Class B shares.
Class B Shares will automatically convert to Class A Shares of the 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.
-2-
<PAGE>
Article III. Class C Shares
Class C Shares are sold at net asset value per share without the
imposition of an initial sales charge. However, Class C shares redeemed within
one year of purchase will be subject to a CDSC as set forth in the Fund's
prospectus. Class C Shares are sold subject to the minimum purchase requirements
set forth in the Fund's prospectus. Class C Shares 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 are subject to fees calculated as a
stated percentage of the net assets attributable to Class C shares under the
Class C Rule 12b-1 Distribution Plan as set forth in such Distribution Plan. The
Class C Shareholders of the 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 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 shall bear the costs
and expenses associated with conducting a shareholder meeting for matters
relating to Class C shares.
The initial purchase date for Class C shares acquired through (i)
reinvestment of dividends on Class C Shares or (ii) exchange from another
Pioneer mutual fund will be deemed to be the date on which the original Class C
shares were purchased.
Article IV. Approval by Board of Trustees
This Plan shall not take effect until it has been approved by the vote
of a majority (or whatever greater percentage may, from time to time, be
required under Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "Act")) of (a) all of the Trustees of the 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.
-3-
<PAGE>
Article V. Amendments
No material amendment to the Plan shall be effective unless it is
approved by the Board of Trustees in the same manner as is provided for approval
of this Plan in Article IV.
-4-
