File No. 33-53746
File No. 811-7318
As Filed with the Securities and Exchange Commission on March 27, 1995.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /_X__/
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Pre-Effective Amendment No. ___ /____/
Post-Effective Amendment No. 3. /_X__/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT ____
OF 1940 /_X__/
Amendment No. 4. /_X__/
(Check appropriate box or boxes)
PIONEER INTERNATIONAL GROWTH FUND
(Exact name of registrant as specified in charter)
60 State Street, Boston, Massachusetts 02109
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(Address of principal executive office) Zip Code
(617) 742-7825
(Registrant's Telephone Number, including Area Code)
Joseph P. Barri, Hale and Dorr, 60 State Street, Boston, MA 02109
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box):
_X_ immediately upon filing pursuant to paragraph (b) __
on 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 fiscal year ended November 30, 1994 on or
about January 31, 1995.
<PAGE>
PIONEER INTERNATIONAL GROWTH FUND
Cross-Reference Sheet Showing Location in Prospectus and Statement of Additional
Information of Information Required by
Items of the Registration Form
<TABLE>
<CAPTION>
Location in
Prospectus or
Statement of
Additional
Form N-1A Item Number and Caption Information
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1. Cover Page....................................................... Prospectus - Cover Page
2. Synopsis......................................................... Prospectus - Expense Information
3. Condensed Financial Information.................................. Prospectus - Financial Highlights
4. General Description of Registrant................................ Prospectus - Investment Objective and Policies;
Management of the Fund; Fund Share Alternatives; Share
Price; 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; Fund
Share Alternatives; Share Price; How to Sell Fund Shares;
How to Exchange Fund Shares; The Fund
7. Purchase of Securities Being Offered............................. Prospectus - Fund Share Alternatives; Share Price; 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 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
14. Management of the Fund........................................... Statement of Additional Information - Management of
the Fund; Investment Adviser
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 Adviser; Principal Underwriter;
Distribution Plans; Shareholder Servicing/Transfer Agent;
Custodian; Independent Public Accountant
17. Brokerage Allocation and Other
Practices...................................................... Statement of Additional Information - Portfolio
Transactions
<PAGE>
Location in
Prospectus or
Statement of
Additional
Form N-1A Item Number and Caption Information
18. Capital Stock and Other Securities............................... Statement of Additional Information - Description of
Shares; Certain Liabilities
19. Purchase Redemption and Pricing of
Securities Being Offered....................................... Statement of Additional Information - Letter of
Intention; Systematic Withdrawal Plan; Determination of
Net Asset Value
20. Tax Status....................................................... Statement of Additional Information - Tax Status
21. Underwriters..................................................... Statement of Additional Information - Principal
Underwriter; Distribution Plans
22. Calculation of Performance Data.................................. Statement of Additional Information - Investment
Results
23. Financial Statements............................................. Financial Statements
</TABLE>
<PAGE>
[PIONEER LOGO]
Pioneer
International
Growth Fund
Prospectus
Class A and Class B Shares
March 27, 1995
Pioneer International Growth Fund (the "Fund") seeks long-term growth of capital
by investing in a portfolio consisting primarily of foreign equity securities
and of Depositary Receipts for such securities. Any current income generated
from these securities is incidental to the investment objective of the Fund. The
Fund is a diversified open-end investment company designed for investors seeking
to achieve capital growth and diversification through foreign investments. There
is, of course, no assurance that the Fund will achieve its investment objective.
The Fund will seek to achieve its investment objective by investing primarily in
equity and equity-related securities of companies organized and domiciled in
countries other than the United States, which securities are considered by the
Fund's investment adviser to offer the potential for long-term growth of
capital. The Fund expects to employ certain active management techniques in
order to hedge the foreign currency and other risks associated with the Fund's
investments. The Fund may invest without limit in both emerging and established
markets. Emerging markets may offer significant investment opportunities but may
also involve speculative risks.
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 foreign securities, particularly in emerging markets,
entail risks in addition to those customarily associated with investing in U.S.
securities. The Fund is intended for investors who can accept the risks
associated with its investments and may not be suitable for all investors. See
"Investment Objective and Policies" for a discussion of these risks.
This Prospectus (Part A of the Registration Statement) provides information
about the Fund that you should know before investing. Please read and retain it
for your future reference. More information about the Fund is included in the
Statement of Additional Information (Part B of the Registration Statement), also
dated March 27, 1995, which is incorporated into this Prospectus by reference. A
copy of the Statement of Additional Information may be obtained free of charge
by calling Shareholder Services at 1-800-225-6292 or by written request to the
Fund at 60 State Street, Boston, Massachusetts 02109. Additional information
about the Fund has been filed with the Securities and Exchange Commission (the
"SEC") and is available upon request and without charge.
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TABLE OF CONTENTS PAGE
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I. EXPENSE INFORMATION 2
II. FINANCIAL HIGHLIGHTS 3
III. INVESTMENT OBJECTIVE AND POLICIES 4
IV. MANAGEMENT OF THE FUND 6
V. FUND SHARE ALTERNATIVES 7
VI. SHARE PRICE 7
VII. HOW TO BUY FUND SHARES 8
VIII. HOW TO SELL FUND SHARES 10
IX. HOW TO EXCHANGE FUND SHARES 11
X. DISTRIBUTION PLANS 12
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION 12
XII. SHAREHOLDER SERVICES 13
Account and Confirmation Statements 13
Additional Investments 13
Automatic Investment Plans 13
Financial Reports and Tax Information 13
Distribution Options 13
Directed Dividends 13
Direct Deposit 13
Voluntary Tax Withholding 14
Telephone Transactions and Related Liabilities 14
Retirement Plans 14
Telecommunications Device for the Deaf (TDD) 14
Systematic Withdrawal Plans 14
Reinstatement Privilege (Class A Shares Only) 14
XIII. THE FUND 14
XIV. INVESTMENT RESULTS 15
APPENDIX 16
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
I. EXPENSE INFORMATION
This table is designed to help you understand the charges and expenses that you,
as a shareholder, will bear directly or indirectly when you invest in the Fund.
The table reflects estimated annual operating expenses, based upon actual
expenses for the fiscal year ended November 30, 1994.
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Class A Class B
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Shareholder Transaction Expenses
Maximum Sales Charge on Purchases(1)
(as a percentage of offering price) 5.75% none
Maximum Sales Charge on Reinvestment of Dividends none none
Maximum Deferred Sales Charge
(as a percentage of original purchase price or
redemption proceeds, as applicable) none(1) 4.00%
Redemption Fee(2) none none
Exchange Fee none none
Annual Operating Expenses
(as a percentage of average net assets):(3)
Management Fees 1.00% 1.00%
12b-1 Fees 0.25% 1.00%
Other Expenses (including accounting and transfer agent
fees, custodian fees and printing expenses): 0.70% 1.02%
Total Operating Expenses 1.95% 3.02%
</TABLE>
(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 bank wire transfers of redemption proceeds.
(3) For Class B shares, percentages are based on estimated expenses that would
have been incurred during the previous period had Class B shares been
outstanding for the entire period.
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 time period:
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1 Year 3 Years 5 Years 10 Years
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Class A Shares $76 $115 $157 $ 272
Class B Shares
--Assuming complete
redemption at end of
period $71 $123 $ 179 $310*
--Assuming no redemption $31 $ 93 $ 159 $310*
</TABLE>
*Class B shares convert to Class A shares eight years after purchase; therefore,
Class A expenses are used after year eight.
The example above assumes reinvestment of all dividends and distributions and
that the percentage amounts listed under "Annual Operating Expenses" remain the
same each year.
The example is designed for information purposes only, and should not be
considered a representation of past or future expenses or return. Actual Fund
expenses and return 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 fees and
expenses are reduced or reallocated, see "Management of the Fund," "Distribution
Plans" and "How to Buy Fund Shares" in this Prospectus and "Management of the
Fund" and "Underwriting Agreement and Distribution Plans" in the Statement of
Additional Information. The Fund's payment of a 12b-1 fee may result in
long-term shareholders indirectly paying more than the economic equivalent of
the maximum 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 the Fund for shares of other publicly available Pioneer mutual funds. See
"How to Exchange Fund Shares."
<PAGE>
II. FINANCIAL HIGHLIGHTS
The following information has been derived from financial statements which have
been audited by Arthur Andersen LLP, independent public accountants, in
connection with their examination of the Fund's financial statements. Arthur
Andersen LLP's report on the Fund's financial statements as of November 30, 1994
appears in the Fund's Annual Report, which is incorporated by reference into the
Statement of Additional Information. The information listed below should be read
in conjunction with financial statements contained in the Fund's Annual Report.
The Annual Report includes more information about the Fund's performance and is
available free of charge by calling Shareholder Services at 1-800-225-6292.
Financial Highlights
For Each Class A Share Outstanding Throughout the Period+:
<TABLE>
<CAPTION>
Year April 1, 1993
Ended to
November 30 November 30
1994 1993
<S> <C> <C>
Net asset value, beginning of period $ 20.91 $ 15.00
Income from investment operations:
Net investment income (loss) $ 0.19 $ (0.03)
Net realized and unrealized gain (loss) on investments, forward foreign
currency hedge contracts and other foreign currency related
transactions 1.87 5.94
Total income (loss) from investment operations $ 2.06 $ 5.91
Distributions to shareholders:
In excess of net investment income (loss) (0.03) --
Net realized capital gains (1.39) --
Net increase (decrease) in net asset value $ (0.64) $ 5.91
Net asset value, end of period $ 21.55 $ 20.91
Total return* 10.03% 39.40%
Ratio of net operating expenses to average net assets 1.95% 1.73%**
Ratio of net investment income (loss) to average net assets 0.84% (0.48%)**
Portfolio turnover rate 274.89% 184.69%**
Net assets, end of period (in thousands) $282,033 $86,923
Ratios assuming no reduction fees or expenses by PMC:
Net operating expenses -- 2.88%**
Net investment loss -- (1.63%)**
</TABLE>
For Each Class B Share Outstanding Throughout the Period:+***
<TABLE>
<CAPTION>
April 4, 1994
to November 30
1994
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Net asset value, beginning of period $ 21.06
Income from investment operations:
Investment income (loss)--net $ 0.06
Net realized and unrealized gain
(loss) on investments, forward
foreign currency hedge contracts
and other foreign currency related
transactions 0.33
Total income (loss) from investment
operations $ 0.39
Distribution to shareholders --
Net increase (decrease) in net asset
value $ 0.39
Net asset value, end of period $ 21.45
Total return* 1.85%
Ratio of net operating expenses to
average net assets 3.02%
Ratio of net investment income (loss)
to average net assets 0.72%
Portfolio turnover rate 274.89%
Net assets, end of period (in
thousands) $21,236
</TABLE>
(+)The per share data presented above is based upon average shares outstanding
and average net assets for the periods presented. *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 were first offered on April 4, 1994.
<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
the equity and equity-related securities of companies that are organized and
have principal offices in foreign countries ("Foreign Companies") and Depositary
Receipts for securities of such companies. There can be no assurance that the
Fund will achieve its objective.
Under normal circumstances, at least 80% of the Fund's total assets are invested
in equity securities consisting of common stock and securities with common stock
characteristics, such as preferred stock, warrants and debt securities
convertible into common stock and American Depositary Receipts for such
securities ("Equity Securities"). Pioneering Management Corporation (the
"Manager") currently intends to focus on securities of issuers located in such
countries as Australia, Canada, Hong Kong, Japan, Malaysia, Mexico, New Zealand,
Singapore, the United Kingdom and the other developed countries of Western
Europe as well as the countries with emerging markets listed in "Investments in
Emerging Markets." The Fund may also invest up to 20% of its total assets in
Other Eligible Investments (as defined below), consisting of money market and
fixed-income securities, and may employ certain other active management
techniques. Certain of these techniques may be used in an attempt to hedge
foreign currency and other risks associated with the Fund's investments. These
techniques include purchasing options on securities indices, entering into
forward foreign currency exchange contracts, purchasing options on foreign
currencies, entering into futures contracts on securities indices and
currencies, purchasing and selling options on such futures contracts, and
lending portfolio securities. The Fund may also enter into repurchase agreements
and invest in restricted and illiquid securities. See the Appendix to this
Prospectus and the Statement of Additional Information for a description of
these investment practices and securities and associated risks.
As to any specific investment in Equity Securities, the Manager's analysis will
focus on evaluating the fundamental value of an enterprise. The Fund will
purchase securities for its portfolio when their market price appears to be less
than their fundamental value in the judgment of the Manager. In selecting
specific investments, the Manager will attempt to identify securities with
strong potential for appreciation relative to their downside exposure. In this
regard the Manager will also use a macro-analysis of numerous economic and
valuation variables to determine the anticipated investment climate in specific
countries.
In making these determinations, the Manager will take into account
price-earnings ratios, cash flow, the relationship of asset value to market
price of the securities and other factors which it may determine from time to
time to be relevant. Because current income is not the Fund's investment
objective, the Fund will not restrict its investments in Equity Securities to
those of issuers with a record of timely dividend payments.
While investing in foreign Equity Securities involves certain risks, as
discussed below, the Manager believes such investments offer opportunities for
capital growth and diversification. Today, more than two-thirds of the world's
stock market value is traded on markets outside the United States. Investing
overseas can help diversify a portfolio otherwise invested solely in U.S.
securities. Foreign stock and bond markets often do not parallel the performance
of U.S. markets, which means that, over time, diversifying investments across
several countries can help reduce portfolio volatility. Under normal
circumstances at least 65% of the Fund's total assets will be invested in
securities of companies domiciled in at least three different foreign countries.
Risk Factors
Investing in the securities of Foreign Companies and foreign governments
involves certain considerations and risks which are not typically associated
with investing in securities of domestic companies and the United States
government. In many foreign countries, issuers are not subject to uniform
accounting, auditing and financial standards and requirements comparable to
those applicable to United States companies. Also in many foreign countries,
there is less government supervision and regulation of foreign securities
exchanges, brokers and listed companies than exists in the United States.
Interest and dividends paid by foreign issuers may be subject to withholding and
other foreign taxes which will decrease the net return on such investments as
compared to interest and dividends paid to a fund by domestic companies or by
the U.S. government.
In addition, the value of foreign securities may also be adversely affected by
fluctuations in the relative rates of exchange between the currencies of
different nations and by exchange control regulations. The Fund's investment
performance may be significantly affected, either positively or negatively, by
currency exchange rates because the U.S. dollar value of securities denominated
in a foreign currency will increase or decrease in response to changes in the
value of foreign currencies in relation to the U.S. dollar. There may also be
less publicly available information about Foreign Companies compared to reports
and ratings published about U.S. companies. Some foreign securities markets
generally have substantially less trading volume than domestic markets and
securities of some Foreign Companies are less liquid and more volatile than
securities of comparable U.S. companies.
Brokerage commissions in foreign countries are generally fixed, and other
transaction costs related to securities exchanges are generally higher than in
the United States. Most foreign Equity Securities of the Fund are held by
foreign subcustodians that satisfy certain eligibility requirements. However,
foreign subcustodian arrangements are significantly more expensive than domestic
custody. In addition, foreign settlement of securities transactions is subject
to local law and custom that is not, generally, as well established or as
reliable as U.S. regulation and custom applicable to settlements of securities
transactions and, accordingly, there is generally perceived to be a greater risk
of loss in connection with securities transactions in many foreign countries.
Additionally, in some foreign countries, there is the possibility of
expropriation, nationalization or confiscation of assets and property,
limitations on the removal of securities, property or other assets of the Fund,
political or social instability, or diplo-
<PAGE>
matic developments which could affect U.S. investments in those countries.
The Manager will take these factors into consideration in managing the Fund's
investments.
Investment in Japan and the United Kingdom
The Fund may invest more than 25% of its total assets in the securities of
corporate issuers located in each of Japan and the United Kingdom and more than
25% of the Fund's total assets, adjusted to reflect currency transactions and
positions, may be denominated in the Japanese yen and the British pound.
Investment of a substantial portion of the Fund's assets in such countries or
currencies will subject the Fund to the risks of adverse securities markets,
exchange rates and social, political or economic events which may occur in those
countries.
Investments in Emerging Markets
The Fund may invest without limitation in securities of issuers located in
countries with emerging economies or securities markets, but will not invest
more than 25% of its total assets in securities of issuers located in any one
such country. Countries with emerging economies or securities markets include:
Argentina, Bangladesh, Brazil, Chile, China, Colombia, Czech Republic, Egypt,
Greece, Hungary, India, Indonesia, Israel, Jamaica, Jordan, Kenya, South Korea,
Kuwait, Morocco, Nigeria, Pakistan, Peru, the Philippines, Poland, South Africa,
Sri Lanka, Taiwan, Thailand, Turkey, Venezuela and Zimbabwe. Political and
economic structures in many of such countries may be undergoing significant
evolution and rapid development, and such countries may lack the social,
political and economic stability characteristic of more developed countries. As
a result, the risks described above relating to investments in foreign
securities, including the risks of nationalization or expropriation of assets,
may be heightened. In addition, unanticipated political or social developments
may affect the values of the Fund's investments and the availability to the Fund
of additional investments in such countries. The small size and inexperience of
the securities markets in certain of such countries and the limited volume of
trading in securities in those countries may make the Fund's investments in such
countries less liquid and more volatile than investments in countries with more
developed securities markets (such as Japan or most Western European countries).
Investments in Depositary Receipts
The Fund may hold securities of foreign issuers in the form of American
Depositary Receipts ("ADRs"), 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 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. GDRs are not necessarily
denominated in the same currency as the underlying securities which they
represent. 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.
Other Eligible Investments
The Fund's Other Eligible Investments consist of: (a) corporate commercial
paper and other short-term commercial obligations, in each case rated or issued
by foreign or domestic companies with similar securities outstanding that are
rated Prime-1, Aa or better by Moody's Investors Service, Inc. ("Moody's"), or
A-1, AA or better by Standard and Poor's Ratings Group ("Standard and Poor's");
(b) obligations (including certificates of deposit, time deposits, demand
deposits and bankers' acceptances) of banks (located in the United States or
foreign countries) with securities outstanding that are rated Prime-1, Aa or
better by Moody's, or A-1, AA or better by Standard and Poor's; (c) obligations
issued or guaranteed by the U.S. government or the government of a foreign
country or their respective agencies or instrumentalities; (d) fixed-income
securities of foreign or domestic companies which are rated, at the time of
investment, within the top four grades by the major rating services (Moody's
"Baa" or higher, Standard and Poor's "BBB" or higher) or, if unrated, judged to
be of comparable quality by the Manager; and (e) repurchase agreements. These
securities may be denominated in U.S. dollars or in foreign currencies. In the
event that the credit quality of a security falls below investment grade
subsequent to purchase, the Fund may nevertheless retain such security as long
as the Manager determines it is advisable to do so. However, at no time may the
Fund have more than 5% of its net assets invested in fixed-income securities
rated below investment grade. Securities rated "Baa" or "BBB" and securities of
comparable quality may have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments than is the case with higher grade debt
securities.
The Fund may on occasion, for temporary defensive purposes to preserve capital,
invest up to 100% of its total assets in Other Eligible Investments except that
when the Fund assumes a defensive posture, it will not invest in fixed-income
securities of foreign or domestic companies rated below A by Moody's or Standard
& Poor's, or if unrated, judged to be of comparable credit quality by the
Manager. The Fund will assume a temporary defensive posture only when political
and economic factors affect foreign equity markets to such an extent that the
Manager believes there to be extraordinary risks in being substantially invested
in foreign Equity Securities.
<PAGE>
Lending of Portfolio Securities
The Fund may also seek to earn additional income by lending its portfolio
securities. Under present regulatory policies, such loans may be made to
institutions, such as certain broker-dealers, and are required to be secured
continuously by collateral in cash, cash equivalents or U.S. government
securities maintained on a current basis at an amount at least equal to the
market value of the securities loaned. If the Manager decides to make securities
loans, the value of the securities loaned would not exceed 33-1/3% of the value
of the total assets of the Fund. See "Investment Policy and Restrictions" in the
Statement of Additional Information. The Fund may experience a loss or delay in
the recovery of its securities if the institution with which it has engaged in a
portfolio securities loan transaction breaches its agreement with the Fund.
Certain Other Investment Techniques
As noted above, the Fund may purchase put and call options on securities
indices, purchase put and call options on currencies, enter into forward foreign
currency exchange contracts and enter into futures contracts on indices and
currencies and purchase and sell options on such futures contracts. These
techniques may be employed in an attempt to hedge currency or other risks
associated with the Fund's portfolio securities. While the successful use of
these techniques may reduce or eliminate certain risks, these techniques also
involve transaction costs as well as risks. These risks include the risk that
contractual positions once entered may not be easily closed out on a particular
market, the risk that the attempted hedge may be ineffective because changes in
the value of a hedged position may not correlate to the securities market or
currency being hedged and the risk that an incorrect prediction by the Manager
in the movement of securities prices or exchange rates may cause the Fund to
perform less well if the hedge had not been attempted. See the Appendix for a
further description of these techniques and associated risks.
Portfolio Turnover
The Manager avoids market-timing or speculating on broad market fluctuations.
Therefore, except as described above, the Fund is substantially fully invested
at all times. A high rate of portfolio turnover (100% or more) involves
correspondingly greater transaction costs which must be borne by the Fund and
its shareholders and may, under certain circumstances, make it more difficult
for the Fund to qualify as a regulated investment company under the Internal
Revenue Code. See "Dividends, Distributions and Taxation." Changes in the
portfolio may be made promptly when determined to be advisable by reason of
developments not foreseen at the time of the initial investment decision, and
usually without reference to the length of time a security has been held.
Accordingly, portfolio turnover rates are not considered a limiting factor in
the execution of investment decisions.
The Fund's investment objective and certain investment restrictions designated
as fundamental in the Statement of Additional Information may be changed by the
Board of Trustees only with shareholder approval.
IV. MANAGEMENT OF THE FUND
The Fund's Board of Trustees has overall responsibility for management and
supervision of the Fund. There are currently eight Trustees, six of whom are not
"interested persons" of the Fund as defined in the Investment Company Act of
1940, as amended (the "1940 Act"). The Board meets at least quarterly. By virtue
of the functions performed by Pioneering Management Corporation as investment
adviser, the Fund requires no employees other than its executive officers, all
of whom receive their compensation from the Manager or other sources. The
Statement of Additional Information contains the names and general business and
professional background of each Trustee and executive officer of the Fund.
The Fund is managed under a contract with the Manager, which serves as
investment adviser to the Fund and is responsible for the overall management of
the Fund's business affairs, subject only to the authority of the Board of
Trustees. The Manager is a wholly-owned subsidiary of The Pioneer Group, Inc.
("PGI"), a Delaware corporation. Pioneer Funds Distributor, Inc. ("PFD"), a
wholly-owned subsidiary of PGI, is the principal underwriter of shares of the
Fund. John F. Cogan, Jr., Chairman and President of the Fund, Chairman and a
Director of the Manager, Chairman of PFD, and President and a Director of PGI,
beneficially owned approximately 15% of the outstanding capital stock of PGI as
of the date of this Prospectus.
Each international equity portfolio managed by the Manager, including the Fund,
is overseen by an Equity Committee, which consists of the Manager's most senior
equity professionals, and a Portfolio Management Committee, which consists of
PMC's international equity portfolio managers. Both committees are chaired by
Mr. David Tripple, the Manager's President and Chief Investment Officer and
Executive Vice President of each of the Pioneer mutual funds. Mr. Tripple joined
the Manager in 1974 and has had general responsibility for the Manager's
investment operations and specific portfolio assignments for over five years.
Day-to-day management of the Fund is the responsibility of Dr. Norman
Kurland, Vice President of the Fund and of the Manager. Dr. Kurland joined
the Manager in 1990 after working with a variety of investment and industrial
concerns.
In addition to the Fund, the Manager also manages and serves as the investment
adviser for other mutual funds and is an investment adviser to certain other
institutional accounts. The Manager's and PFD's executive offices are located at
60 State Street, Boston, Massachusetts 02109.
Under the terms of its contract with the Fund, the Manager assists in the
management of the Fund and is authorized in its discretion to buy and sell
securities for the account of the Fund. The Manager pays all the ordinary
operating expenses, including executive salaries and the rental of office space
relating to its services for the Fund with the exception of the following which
are to be paid by the Fund: (a) taxes and other governmental charges, if any;
(b) interest on borrowed money, if any; (c) legal fees and expenses; (d)
auditing fees; (e) insurance premiums; (f) dues and fees for membership in trade
associations; (g) fees and expenses of registering and maintaining registrations
by the Fund of its shares with the SEC, individual states, territories and
foreign jurisdictions and of preparing reports to government agencies; (h) fees
and expenses of Trustees not affiliated with or interested per-
<PAGE>
sons of the Manager; (i) fees and expenses of the custodian, dividend disbursing
agent, transfer agent and registrar; (j) issue and transfer taxes chargeable to
the Fund in connection with securities transactions to which the Fund is a
party; (k) costs of reports to shareholders, shareholders' meetings and
Trustees' meetings; (l) the cost of certificates representing shares of the
Fund; (m) bookkeeping and appraisal charges; and (n) distribution fees in
accordance with Rule 12b-1. The Fund also pays all brokerage commissions in
connection with its portfolio transactions.
Orders for the Fund's portfolio securities transactions are placed by the
Manager, 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 the Manager's brokerage allocation
practices.
As compensation for its management services and certain expenses which the
Manager incurs, the Manager is entitled to a management fee equal to 1.00% per
annum of the Fund's average daily net assets up to $300 million, 0.85% of the
next $200 million and .75% of the excess over $500 million. The fee is normally
computed daily and paid monthly. The management fee paid by the Fund is greater
than those paid by most funds. Due to the added complexity of managing funds
with an international investment strategy, however, management fees for
international funds tend to be higher than those paid by most funds.
During the fiscal year ended November 30, 1994, the Fund incurred expenses of
$4,472,536, including management fees paid or payable to the Manager of
$2,256,822.
V. FUND SHARE ALTERNATIVES
The Fund continuously offers two Classes of shares designated as Class A and
Class B shares, as described more fully in "How to Buy Fund Shares." If you do
not specify in your instructions to the Fund which Class of shares you wish to
purchase, exchange or redeem, the Fund will assume that your instructions apply
to Class A shares.
Class A Shares. If you invest less than $1 million in Class A shares, you will
pay an initial sales charge. Certain purchases may qualify for reduced initial
sales charges. If you invest $1 million or more in Class A shares, no sales
charge will be imposed at the time of purchase. However, shares redeemed within
12 months of purchase may be subject to a contingent deferred sales charge
("CDSC"). Class A shares are subject to distribution and service fees at a
combined annual rate of up to 0.25% of the Fund's average daily net assets
attributable to Class A shares.
Class B Shares. If you plan to invest up to $250,000, Class B shares are
available to you. Class B shares are sold without an initial sales charge, but
are subject to a CDSC of up to 4% if redeemed within six years. Class B shares
are subject to distribution and service fees at a combined annual rate of 1.00%
of the Fund's average daily net assets attributable to Class B shares. Your
entire investment in Class B shares is available to work for you from the time
you make your investment, but the higher distribution fee paid by Class B shares
will cause your Class B shares (until conversion) to have a higher expense ratio
and to pay lower dividends, to the extent dividends are paid, than Class A
shares. Class B shares will automatically convert to Class A shares, based on
relative net asset value, eight years after the initial purchase.
Purchasing Class A or Class B Shares. The decision as to which Class to purchase
depends on the amount you invest, the intended length of the investment and your
personal situation. If you are making an investment that qualifies for reduced
sales charges, you might consider Class A shares. If you prefer not to pay an
initial sales charge on an investment of $250,000 or less and you plan to hold
the investment for at least six years, you might consider Class B shares.
Investment dealers or their representatives may receive different compensation
depending on which Class of shares they sell. Shares may be exchanged only for
shares of the same Class of another Pioneer mutual fund and shares acquired in
the exchange will continue to be subject to any CDSC applicable to 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.
VI. SHARE PRICE
Shares of the Fund are sold at the public offering price, which is the net asset
value per share plus any applicable sales charge. Net asset value per share of a
Class of the Fund is determined by dividing the fair market value of its assets,
less liabilities attributable to that Class, by the number of shares of that
Class outstanding. The net asset value is computed once daily, on each day the
New York Stock Exchange (the "Exchange") is open, as of the close of regular
trading on the Exchange.
Securities are valued at the last sale price on the principal exchange or market
where they are traded. Securities which have not traded on the date of
valuation, or securities for which sales prices are not generally reported, are
valued at the mean between the current bid and asked prices. Securities quoted
in foreign currencies are converted to U.S. dollars utilizing foreign exchange
rates employed by the Fund's independent pricing services. Generally, trading in
foreign securities is substantially completed each day at various times prior to
the close of regular trading on the Exchange. The values of such securities used
in computing the net asset value of the Fund's shares are determined as of such
times. Foreign currency exchange rates are also generally determined prior to
the close of regular trading on the Exchange. Occasionally, events which affect
the values of such securities and such exchange rates may occur between the
times at which they are determined and the close of regular trading on the
Exchange and will therefore not be reflected in the computation of the Fund's
net asset value. If events materially affecting the value of such securities
occur during such period, then these securities are valued at their fair value
as determined in good faith by the Trustees. All assets of the Fund for which
there is no other readily available valuation
<PAGE>
method are valued at their fair value as determined in good faith by the
Trustees.
VII. HOW TO BUY FUND SHARES
You may buy Fund shares at the public offering price from any securities
broker-dealer which has a sales agreement with PFD. If you do not have a
securities broker-dealer, please call 1-800-225-6292 for assistance.
The minimum initial investment is $1,000 for Class A and Class B shares except
as specified below. The minimum initial investment is $50 for Class A accounts
being established to utilize monthly bank drafts, government allotments, payroll
deduction and other similar automatic investment plans. Separate minimum
investment requirements apply to retirement plans and to telephone and wire
orders placed by broker-dealers; no sales charges or minimum requirements apply
to the reinvestment of dividends or capital gains distributions. The minimum
subsequent investment is $50 for Class A shares and $500 for Class B shares
except that the subsequent minimum investment amount for Class B share accounts
may be as little as $50 if an automatic investment plan (see "Automatic
Investment Plans") is established.
Class A Shares
You may buy Class A shares at the public offering price, that is, at the net
asset value per share next computed after receipt of a purchase order, plus a
sales charge as follows:
<TABLE>
<CAPTION>
Dealer
Sales Charge as a Allowance
Percentage of as a
Net Percentage of
Offering Amount Offering
Amount of Purchase Price Invested Price
<S> <C> <C> <C>
Less than $50,000 5.75% 6.10% 5.00%
$50,000 but less than
$100,000 4.50 4.71 4.00
$100,000 but less than
$250,000 3.50 3.63 3.00
$250,000 but less than
$500,000 2.50 2.56 2.00
$500,000 but less than
$1,000,000 2.00 2.04 1.75
$1,000,000 or more -0- -0- see below
</TABLE>
No sales charge is payable at the time of purchase on investments of $1,000,000
or more or for participants in certain group plans (described below) subject to
a CDSC of 1% which may be imposed in the event of a redemption of Class A shares
within 12 months of purchase. See "How to Sell Fund Shares." PFD may, in its
discretion, pay a commission to broker-dealers who initiate and are responsible
for such purchases as follows: 1% on the first $1 million invested; 0.50% on the
next $4 million; and 0.10% on the excess over $5 million. These commissions will
not be paid if the purchaser is affiliated with the broker-dealer or if the
purchase represents the reinvestment of a redemption made during the previous 12
calendar months. Broker-dealers who receive a commission in connection with
Class A share purchases at net asset value by 401(a) or 401(k) retirement plans
with 1,000 or more eligible participants or with at least $10 million in plan
assets will be required to return any commission paid or a pro rata portion
thereof if the retirement plan redeems its shares within 12 months of purchase.
See "How to Sell Fund Shares." In connection with PGI's acquisition of Mutual of
Omaha Fund Management Company and contingent upon the achievement of certain
sales objectives, PFD pays to Mutual of Omaha Investor Services, Inc. 50% of
PFD's retention of any sales commission on sales of the Fund's Class A shares
through such dealer.
The schedule of sales charges above is applicable to purchases of Class A shares
of the Fund by an (i) an individual, (ii) an individual and his or her spouse
and children under the age of 21 and (iii) a trustee or other fiduciary of a
trust estate or fiduciary account or related trusts or accounts including
pension, profit-sharing and other employee benefit trusts qualified under
Section 401 or 408 of the Internal Revenue Code of 1986, as amended (the
"Code"), although more than one beneficiary is involved. The sales charges
applicable to a current purchase of Class A shares of the Fund by a person
listed above is determined by adding the value of shares to be purchased to the
aggregate value (at the then current offering price) of shares of any of the
other Pioneer mutual funds previously purchased (except direct purchases of
Pioneer Money Market Trust's Class A shares) and then owned, provided PFD is
notified by such person or his or her broker-dealer each time a purchase is made
which would qualify. Pioneer mutual funds include all mutual funds for which PFD
serves as principal underwriter. See the "Letter of Intention" section of the
Account Application.
Qualifying for a Reduced Sales Charge. Class A shares of the Fund may be sold at
a reduced or eliminated sales charge to certain group plans ("Group Plans")
under which a sponsoring organization makes recommendations to, permits group
solicitation of, or otherwise facilitates purchases by, its employees, members
or participants. Information about such arrangements is available from PFD.
Class A shares of the Fund may be sold at net asset value per share without a
sales charge to: (a) current or former Trustees and officers of the Fund and
partners and employees of its legal counsel; (b) current or former directors,
officers, employees or sales representatives of PGI or its subsidiaries; (c)
current or former directors, officers, employees or sales representatives of any
subadviser or predecessor investment adviser to any investment company for which
the Manager serves as investment adviser, and the subsidiaries or affiliates of
such persons; (d) current or former officers, partners, employees or registered
representatives of broker-dealers which have entered into sales agreements with
PFD; (e) members of the immediate families of any of the persons above; (f) any
trust, custodian, pension, profit-sharing or other benefit plan of the foregoing
persons; (g) insurance company separate accounts; (h) certain "wrap accounts"
for the benefit of clients of financial planners adhering to standards
established by PFD; (i) other funds and accounts for which the Manager or any of
its affiliates serves as investment adviser or manager; and (j) certain unit
investment trusts. Shares so purchased are purchased for investment purposes and
may not be resold except through redemption or repurchase by or on behalf of the
Fund. The availability of this privilege is conditioned upon the receipt by PFD
of written notification of eligibility. In addition, Class A shares of a Fund
may be sold at net asset value per share without a sales
<PAGE>
charge to Optional Retirement Program participants if (i) the employer has
authorized a limited number of investment providers for the Program, (ii) all
authorized providers offer their shares to Program participants at net asset
value, (iii) the employer has agreed in writing to actively promote the
authorized investment providers to Program participants and (iv) the Program
provides for a matching contribution for each participant contribution. 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 Class A
shares of the Fund at net asset value, without a sales charge, to the extent
that the purchase price is paid out of proceeds from one or more redemptions by
the investor of shares of certain other mutual funds. In order for a purchase to
qualify for this privilege, the investor must document to the broker-dealer that
the redemption occurred within the 60 days immediately preceding the purchase of
shares of the Fund; that the client paid a sales charge on the original purchase
of the shares redeemed; and that the mutual fund whose shares were redeemed also
offers net asset value purchases to redeeming shareholders of any of the Pioneer
funds. Further details may be obtained from PFD.
Class B Shares
You may buy Class B shares at net asset value without the imposition of an
initial sales charge. However, Class B shares redeemed within six years of
purchase will be subject to a CDSC at the rates shown in the table below. The
charge will be assessed on the amount equal to the lesser of the current market
value or the original purchase cost of the shares being redeemed. No CDSC will
be imposed on increases in account value above the initial purchase price,
including shares derived from the reinvestment of dividends or capital gains
distributions.
The amount of the CDSC, if any, will vary depending on the number of years from
the time of purchase until the time of redemption of Class B shares. For the
purpose of determining the number of years from the time of any purchase, all
payments during a quarter will be aggregated and deemed to have been made on the
first day of that quarter. In processing redemptions of Class B shares, the Fund
will first redeem shares not subject to any CDSC, and then shares held longest
during the six-year period. As a result, you will pay the lowest possible CDSC.
<TABLE>
<CAPTION>
Year Since CDSC as a Percentage of Dollar
Purchase Amount Subject to CDSC
<S> <C>
First 4.0%
Second 4.0%
Third 3.0%
Fourth 3.0%
Fifth 2.0%
Sixth 1.0%
Seventh and thereafter none
</TABLE>
Proceeds from the CDSC are paid to PFD and are used in whole or in part to
defray PFD's expenses related to providing distribution-related services to the
Fund in connection with the sale of Class B shares, including the payment of
compensation to broker-dealers.
Class B shares will automatically convert into Class A shares at the end of the
calendar quarter that is eight years after the purchase date, except as noted
below. Class B shares acquired by exchange from Class B shares of another
Pioneer fund will convert into Class A shares based on the date of the initial
purchase and the applicable CDSC. Class B shares acquired through reinvestment
of distributions will convert into Class A shares based on the date of the
initial purchase to which such shares relate. For this purpose, Class B shares
acquired through reinvestment of distributions will be attributed to particular
purchases of Class B shares in accordance with such procedures as the Trustees
may determine from time to time. The conversion of Class B shares to Class A
shares is subject to the continuing availability of a ruling from the Internal
Revenue Service ("IRS"), which the Fund has obtained, or an opinion of counsel
that such conversions will not constitute taxable events for federal tax
purposes. There can be no assurance that such ruling will continue to be in
effect at the time any particular conversion would occur. The conversion of
Class B shares to Class A shares will not occur if such ruling is no longer in
effect and such an opinion is not available and, therefore, Class B shares would
continue to be subject to higher expenses than Class A shares for an
indeterminate period.
Waiver or Reduction of Contingent Deferred Sales Charge. The CDSC on Class B
shares and on any Class A shares subject to a CDSC may be waived or reduced for
non-retirement accounts if: (a) the redemption results from the death of all
registered owners of an account (in the case of UGMAs, UTMAs and trust accounts,
waiver applies upon the death of all beneficial owners) or a total and permanent
disability (as defined in Section 72 of the Code) of all registered owners
occurring after the purchase of the shares being redeemed or (b) the redemption
is made in connection with limited automatic redemptions as set forth in
"Systematic Withdrawal Plans" (limited in any year to 10% of the value of the
account in the Fund at the time the withdrawal plan is established).
The CDSC on Class B shares and on any Class A shares subject to a CDSC may be
waived or reduced for retirement plan accounts if: (a) the redemption results
from the death or a total and permanent disability (as defined in Section 72 of
the Code) occurring after the purchase of the shares being redeemed of a
shareholder or participant in an employer-sponsored retirement plan; (b) the
distribution is to a participant in an Individual Retirement Account ("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
<PAGE>
and his or her beneficiary or as scheduled periodic payments to a participant
(limited in any year to 10% of the value of the participant's account at the
time the distribution amount is established; a required minimum distribution due
to the participant's attainment of age 70-1/2 may exceed the 10% limit only if
the distribution amount is based on plan assets held by Pioneer); (c) the
distribution is from a 401(a) or 401(k) retirement plan and is a return of
excess employee deferrals or employee contributions or a qualifying hardship
distribution as defined by the Code or results from a termination of employment
(limited with respect to a termination to 10% per year of the value of the
plan's assets in the Fund as of the later of the prior December 31 or the date
the account was established unless the plan's assets are being rolled over to or
reinvested in the same class of shares of a Pioneer mutual fund subject to the
CDSC of the shares originally held); (d) the distribution is from an IRA, 403(b)
or employer-sponsored retirement plan and is to be rolled over to or reinvested
in the same class of shares in a Pioneer mutual fund and which will be subject
to the applicable CDSC upon redemption; (e) the distribution is in the form of a
loan to a participant in a plan which permits loans (each repayment of the loan
will constitute a new sale which will be subject to the applicable CDSC upon
redemption); or (f) the distribution is from a qualified defined contribution
plan and represents a participant's directed transfer (provided that this
privilege has been pre-authorized through a prior agreement with PFD regarding
participant directed transfers).
The CDSC on Class B shares and on any Class A shares subject to a CDSC may be
waived or reduced for either non- retirement or retirement plan accounts if: (a)
the redemption is made by any state, county, or city, or any instrumentality,
department, authority, or agency thereof, which is prohibited by applicable laws
from paying a CDSC in connection with the acquisition of shares of any
registered investment management company; or (b) the redemption is made pursuant
to the Fund's right to liquidate or involuntarily redeem shares in a
shareholder's account.
Broker-Dealers. An order for either Class of Fund shares received by PFD from a
broker-dealer prior to the close of regular trading on the Exchange is confirmed
at the price appropriate for that Class as determined at the close of regular
trading on the Exchange on the day the order is received, provided the order is
received prior to PFD's close of business (usually, 5:30 p.m. Eastern Time). It
is the responsibility of broker-dealers to transmit orders so that they will be
received by PFD prior to its close of business.
General. The Fund reserves the right in its sole discretion to withdraw all or
any part of the offering of shares when, in the judgment of the Fund's
management, such withdrawal is in the best interest of the Fund. An order to
purchase shares is not binding on, and may be rejected by, PFD until it has been
confirmed in writing by PFD and payment has been received.
VIII. HOW TO SELL FUND SHARES
You can arrange to sell (redeem) Fund shares on any day the Exchange is open by
selling either some or all of your shares to the Fund.
You may sell your shares either through your broker-dealer or directly to the
Fund. Please note the following:
* If you are selling shares from a retirement account, you must make your
request in writing (except for exchanges to other Pioneer mutual funds which
can be requested by phone or in writing). Call 1-800-622-0176 for more
information.
* If you are selling shares from a non-retirement account, you may use any of
the methods described below.
Your shares will be sold at the share price next calculated after your order is
received and accepted less any applicable CDSC. Sale proceeds generally will be
sent to you in cash, normally within seven days after your order is accepted.
The Fund reserves the right to withhold payment of the sale proceeds until
checks received by the Fund in payment for the shares being sold have cleared,
which may take up to 15 calendar days from the purchase date.
In Writing. You may sell your shares by delivering a written request, signed by
all registered owners, in good order to Pioneering Services Corporation ("PSC"),
however, you must use a written request, including a signature guarantee, to
sell your shares if any of the following situations applies:
* you wish to sell over $50,000 worth of shares,
* your account registration or address has changed within the last 30 days,
* the check is not being mailed to the address on your account (address of
record),
* the check is not being made out to the account owners, or
* the sale proceeds are being transferred to a Pioneer account with a different
registration.
Your request should include your name, the Fund's name, your fund account
number, the Class of shares to be redeemed, the dollar amount or number of
shares to be redeemed, and any other applicable requirements as described below.
Unless instructed otherwise, Pioneer will send the proceeds of the sale to the
address of record. Fiduciaries or corporations are required to submit additional
documents. For more information, contact PSC at 1-800-225-6292.
Written requests will not be processed until they are received in good order and
accepted by PSC. Good order means that there are no outstanding claims or
requests to hold redemptions on the account, certificates are endorsed by the
record owner(s) exactly as the shares are registered and the signature(s) are
guaranteed by an eligible guarantor. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union (if authorized under state
law), securities exchange or association, clearing agency or savings
association. A notary public cannot provide a signature guarantee. Signature
guarantees are not accepted by facsimile ("fax"). For additional information
about the necessary documentation for redemption by mail, please contact PSC at
1-800-225-6292.
By Telephone or by Fax. Your account is automatically authorized to have the
telephone redemption privilege unless you indicated otherwise on your Account
Application or by
<PAGE>
writing to PSC. Proper account identification will be required for each
telephone redemption. The telephone redemption option is not available to
retirement plan accounts. A maximum of $50,000 may be redeemed by telephone or
fax and the proceeds may be received by check or by bank wire. To receive the
proceeds by check: the check must be made payable exactly as the account is
registered and the check must be sent to the address of record which must not
have changed in the last 30 days. To receive the proceeds by bank wire: the wire
must be sent to the bank wire address of record which must have been properly
pre-designated either on your Account Application or on an Account Options Form
and which must not have changed in the last 30 days. To redeem by fax send your
redemption request to 1-800-225- 4240. You may always elect to deliver
redemption instructions to PSC by mail. See "Telephone Transactions and Related
Liabilities" below. Telephone and fax redemptions will be priced as described
above.
Selling Shares Through Your Broker-Dealer. The Fund has authorized PFD to act as
its agent in the repurchase of shares of the Fund from qualified broker-dealers
and reserves the right to terminate this procedure at any time. Your
broker-dealer must receive your request before the close of business on the
Exchange and transmit it to PFD before PFD's close of business to receive that
day's redemption price. Your broker-dealer is responsible for providing all
necessary documentation to PFD and may charge you for its services.
Small Accounts. The minimum account value is $500. If you hold shares of the
Fund in an account with a 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 with respect to purchases by 401(a) or 401(k) retirement plans
with 1,000 or more eligible participants or with at least $10 million in plan
assets.
General. Redemptions may be suspended or payment postponed during any period in
which any of the following conditions exist: the Exchange is closed or trading
on the Exchange is restricted; an emergency exists as a result of which disposal
by the Fund of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Fund to fairly determine the value of the net
assets of its portfolio; or the SEC, by order, so permits.
Redemptions and repurchases are taxable transactions to shareholders. The net
asset value per share received upon redemption or repurchase may be more or less
than the cost of shares to an investor, depending on the market value of the
portfolio at the time of redemption or repurchase.
IX. HOW TO EXCHANGE FUND SHARES
Written Exchanges. You may exchange your shares by sending a letter of
instruction to PSC. Your letter should include your name, the name of the 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 indicate otherwise on your Account
Application or by writing to PSC. Proper account identification will be
required for each telephone exchange. Telephone exchanges may not exceed
$500,000 per account per day. All telephone exchange requests will be
recorded. See "Telephone Transactions and Related Liabilities" below.
Automatic Exchanges. You may automatically exchange shares from one Pioneer
account for shares of the same Class in another Pioneer account on a monthly or
quarterly basis. The accounts must have identical registrations and the
originating account must have a minimum balance of $5,000. The exchange will be
effective on the 18th day of the month.
General. Exchanges must be at least $1,000. You may exchange your investment
from one Class of Fund shares at net asset value, without a sales charge, for
shares of the same Class of any other Pioneer fund. Not all Pioneer funds offer
more than one Class of shares. A new Pioneer account opened through an exchange
must have a registration identical to that on the original account.
Class A or Class B shares which would normally be subject to a CDSC upon
redemption will not be charged the applicable CDSC at the time of an exchange.
Shares acquired in an exchange will be subject to the CDSC of the shares
originally held. For purposes of determining the amount of any applicable CDSC,
the length of time you have owned Class B shares acquired by exchange will be
measured from the date you acquired the original shares and will not be affected
by any subsequent exchange.
Exchange requests received by PSC before 4:00 p.m. Eastern Time, will be
effective on that day if the requirements above have been met, otherwise, they
will be effective on the next business day. PSC will process exchanges only
after receiving an exchange request in good order. There are currently no fees
or sales charges imposed at the time of an exchange. An
<PAGE>
exchange of shares may be made only in states where legally permitted. For
federal and (generally) state income tax purposes, an exchange is considered to
be a sale of the shares of the fund exchanged and a purchase of shares in
another fund. Therefore, an exchange could result in a gain or loss on the
shares sold, depending on the tax basis of these shares and the timing of the
transaction, and special tax rules may apply.
You should consider the differences in objectives and policies of the Pioneer
mutual funds, as described in each fund's current prospectus, before making any
exchange. To prevent abuse of the exchange privilege to the detriment of other
Fund shareholders, the Fund and PFD reserve the right to limit the number and/or
frequency of exchanges and/or to charge a fee for exchanges. The exchange
privilege may be changed or discontinued and may be subject to additional
limitations, including certain restrictions on purchases by market timer
accounts.
X. DISTRIBUTION PLANS
The Fund has adopted a Plan of Distribution for both Class A shares ("Class A
Plan") and Class B shares ("Class B Plan") in accordance with Rule 12b-1 under
the 1940 Act pursuant to which certain distribution and service fees are paid.
Pursuant to the Class A Plan, the Fund reimburses PFD for its actual
expenditures to finance any activity primarily intended to result in the sale of
Class A shares or to provide services to holders of Class A shares, provided the
categories of expenses for which reimbursement is made are approved by the
Fund's Board of Trustees. As of the date of this Prospectus, the Board of
Trustees has approved the following categories of expenses for Class A shares of
the Fund: (i) a service fee to be paid to qualified broker-dealers in an amount
not to exceed 0.25% per annum of the Fund's daily net assets attributable to
Class A shares; (ii) reimbursement to PFD for its expenditures for broker-dealer
commissions and employee compensation on certain sales of the Fund's Class A
shares with no initial sales charge (See "How to Buy Fund Shares"); and (iii)
reimbursement to PFD for expenses incurred in providing services to Class A
shareholders and supporting broker-dealers and other organizations (such as
banks and trust companies) in their efforts to provide such services. Banks are
currently prohibited under the Glass-Steagall Act from providing certain
underwriting or distribution services. If a bank was prohibited from acting in
any capacity or providing any of the described services, management would
consider what action, if any, would be appropriate.
Expenditures of the Fund pursuant to the Class A Plan are accrued daily and may
not exceed 0.25% of the Fund's average daily net assets attributable to Class A
shares. Distribution expenses of PFD are expected to substantially exceed the
distribution fees paid by the Fund in a given year. The Class A Plan may not be
amended to increase materially the annual percentage limitation of average net
assets which may be spent for the services described therein without approval of
the shareholders of the Fund. The Class A Plan does not provide for the
carryover of reimbursable expenses beyond twelve months from the time the Fund
is first invoiced for an expense. The limited carryover provision in the Class A
Plan may result in an expense invoiced to the Fund in one fiscal year being paid
in the subsequent fiscal year and thus being treated for purposes of calculating
the maximum expenditures of the Fund as having been incurred in the subsequent
fiscal year. In the event of termination or non-continuance of the Class A
Plan, the Fund has twelve months to reimburse any expense which it incurs prior
to such termination or non-continuance, provided that payments by the Fund
during such twelve-month period shall not exceed 0.25% of the Fund's average
daily net assets attributable to the Class A shares during such period.
The Class B Plan provides that the Fund will pay a distribution fee at the
annual rate of 0.75% of the Fund's average daily net assets attributable to
Class B shares and will pay PFD a service fee at the annual rate of 0.25% of the
Fund's average daily net assets attributable to Class B shares. The distribution
fee is intended to compensate PFD for its distribution services to the Fund. The
service fee is intended to be additional compensation for personal services
and/or account maintenance services with respect to Class B shares. PFD also
receives the proceeds of any CDSC imposed on the redemption of Class B shares.
Commissions of 4%, equal to 3.75% of the amount invested and a first year's
service fee equal to 0.25% of the amount invested in Class B shares, are paid to
broker-dealers who have selling agreements with PFD. PFD may advance to dealers
the first year service fee at a rate up to 0.25% of the purchase price of such
shares and, as compensation 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 13th month following the purchase. Dealers may from time to
time be required to meet certain criteria in order to receive service fees. PFD
or its affiliates are entitled to retain all service fees payable under the
Class B Plan for which there is no dealer of record or for which qualification
standards have not been met as partial consideration for personal services
and/or account maintenance services performed by PFD or its affiliates for
shareholder accounts.
XI. DIVIDENDS, DISTRIBUTIONS AND TAXATION
The 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.
The Fund pays dividends from net investment income and distributes its net
realized short and long-term capital gains, if any, annually, usually in the
month of December, with additional distributions made only as required to avoid
federal income or excise tax. Unless shareholders specify otherwise, all
distributions will be automatically reinvested in additional full and fractional
shares of the Fund. Dividends from the Fund's net investment income, certain net
foreign
<PAGE>
exchange gains and net short-term capital gains are taxable as ordinary income,
and dividends from the Fund's net long-term capital gains are taxable as
long-term capital gains. For federal income tax purposes, all dividends are
taxable as described above whether a shareholder takes them in cash or reinvests
them in additional shares of the Fund. Information as to the federal tax status
of dividends and distributions will be provided annually. For further
information on the distribution options available to shareholders, see
"Distribution Options" and "Directed Dividends" below.
In any year in which the Fund qualifies, it may make an election that will
permit certain of its shareholders to take a credit (or, if more advantageous, a
deduction) for foreign income taxes paid by the Fund. Each shareholder would
then treat as an additional dividend his or her appropriate share of the amount
of foreign taxes paid by the Fund. If this election is made, the Fund will
notify its shareholders annually as to their share of the amount of foreign
taxes paid and the foreign source income of the Fund.
Dividends and other distributions and the proceeds of redemptions or repurchases
of Fund shares paid to individuals and other non-exempt payees will be subject
to a 31% 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 description above relates only to U.S. federal income tax consequences
for shareholders who are U.S. persons, i.e., U.S. citizens or residents or
U.S. corporations, partnerships, trust or estates, and who are subject to
U.S. federal income tax. Shareholders should consult their own tax advisors
regarding state, local and other applicable tax laws.
XII. SHAREHOLDER SERVICES
PSC is the shareholder services and transfer agent for shares of the 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 the countries in which the Fund may invest.
Account and Confirmation Statements
PSC maintains an account for each shareholder and all transactions of the
shareholder are recorded in this account. Confirmation statements showing
details of transactions are sent to shareholders as transactions occur except
automatic investment plan transactions which are confirmed quarterly. The
Pioneer Combined Account Statement, mailed quarterly, is available to
shareholders who have more than one Pioneer account.
Shareholders whose shares are held in the name of an investment broker-dealer or
other party will not normally have an account with the Fund and might not be
able to utilize some of the services available to shareholders of record.
Examples of services which might not be available are investment or redemption
of shares by mail or telephone, automatic reinvestment of dividends and capital
gains distributions, withdrawal plans, Letters of Intention, Rights of
Accumulation, telephone exchanges, and newsletters.
Additional Investments
You may add to your account by sending a check (minimum of $50 for Class A
shares and $500 for Class B shares) to PSC (account number and Class of shares
should be clearly indicated). The bottom portion of a confirmation statement may
be used as a remittance slip to make additional investments. Additions to your
account, whether by check or through an Investomatic Plan, are invested in full
and fractional shares of the 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.
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 mutal fund
account invested in a second Pioneer fund account. The value of this second
account must be at least $1,000 ($500 for Pioneer Fund or Pioneer II). Invested
dividends may be in any amount, and there are no fees or charges for this
service. Retirement plan shareholders may only direct dividends to accounts with
identical registrations, i.e., PGA IRA Cust for John Smith may only go into
another account registered PGA IRA Cust for John Smith.
Direct Deposit
If you have elected to take distributions, whether dividends or dividends and
capital gains, in cash, or have established a Systematic Withdrawal Plan, you
may choose to have those
<PAGE>
cash payments deposited directly into your savings, checking or NOW bank
account. You may also establish this service by completing the appropriate
section on the Account Application when opening a new account or the Account
Options Form for an existing account.
Voluntary Tax Withholding
You may request (in writing) that PSC withhold 28% of the dividends and capital
gains distributions paid from your account (before any reinvestment) and forward
the amount withheld to the IRS as a credit against your federal income taxes.
This option is not available for retirement plan accounts or for accounts
subject to backup withholding.
Telephone Transactions and Related Liabilities
Your account is automatically authorized to have telephone transaction
privileges unless you indicated otherwise on your Account Application or by
writing to PSC. You may sell or exchange your Fund shares by telephone by
calling 1-800-225-6292 between 8:00 a.m. and 8:00 p.m. Eastern Time on
weekdays. See "Share Price" for more information. To confirm that each
transaction instruction received by telephone is genuine, the Fund will record
each telephone transaction, require the caller to provide the personal
identification number (PIN) for the account and send you a written confirmation
of each telephone transaction. Different procedures may apply to accounts that
are registered to non-U.S. citizens or that are held in the name of an
institution or in the name of an investment broker-dealer or other third-party.
If reasonable procedures, such as those described above, are not followed, the
Fund may be liable for any loss due to unauthorized or fraudulent instructions.
The Fund may implement other procedures from time to time. In all other cases,
neither the Fund, PSC nor PFD will be responsible for the authenticity of
instructions received by telephone, therefore, you bear the risk of loss for
unauthorized or fraudulent telephone transactions.
During times of economic turmoil or market volatility or as a result of severe
weather or a natural disaster, it may be difficult to contact the Fund by
telephone to institute a redemption or exchange. You should communicate with the
Fund in writing if you are unable to reach the Fund by telephone.
Retirement Plans
You should contact the Retirement Plans Department of PSC at 1-800-622-0176 for
information relating to retirement plans for businesses, age-weighted profit
sharing plans, Simplified Employee Pension Plans, Individual Retirement Accounts
(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 contained in
this Prospectus should not be used to establish any of these plans. Separate
applications are required.
Telecommunications Device for the Deaf (TDD)
If you have a hearing disability and you own TDD keyboard equipment, you can
call our TDD number toll-free at 1-800-225-1997, weekdays from 8:30 a.m. to 5:30
p.m. Eastern Time to contact our telephone representatives with questions about
your account.
Systematic Withdrawal Plans
If your account has a total value of at least $10,000 you may establish a
Systematic Withdrawal Plan ("SWP") providing for fixed payments at regular
intervals. Withdrawals from Class B share accounts are limited to 10% of the
value of the account at the time the plan is implemented. See "Waiver or
Reduction of Contingent Deferred Sales Charge" for more information. Periodic
payments of $50 or more will be sent to you, or any person designated by you,
monthly or quarterly and your periodic redemptions may be taxable to you.
Payments can be made either by check or electronic transfer to a bank account
designated by you. If you direct that withdrawal payments be made to another
person after you have opened your account, a signature guarantee must accompany
your instructions. Purchases of Class A shares of the Fund at a time when you
have a SWP in effect may result in the payment of unnecessary sales charges and
may, therefore, be disadvantageous.
You may obtain additional information by calling PSC at 1-800-225-6292 or by
referring to the Statement of Additional Information.
Reinstatement Privilege (Class A Shares Only)
If you redeem all or part of your Class A shares of the Fund, you may reinvest
all or part of the redemption proceeds without a sales charge in Class A shares
of the Fund if you send a written request to PSC not more than 90 days after
your shares were redeemed. Your redemption proceeds will be reinvested at the
next determined net asset value of the Class A shares of the Fund in effect
immediately after receipt of the written request for reinstatement. You may
realize a gain or loss for federal income tax purposes as a result of the
redemption and special tax rules may apply if a reinstatement occurs. In
addition, if redemption resulted in a loss and an investment is made in shares
of the Fund within 30 days before or after the redemption, you may not be able
to recognize the loss for federal income tax purposes. Subject to the provisions
outlined under "How to Exchange Fund Shares" above, you may also reinvest in
Class A shares of other Pioneer mutual funds; in this case, you must meet the
minimum investment requirement for each fund you enter.
The 90-day reinstatement period may be extended by PFD for periods of up to one
year for shareholders living in areas that have experienced a natural disaster,
such as a flood, hurricane, tornado or earthquake.
The options and services available to shareholders, including the terms of the
Exchange Privilege and the Pioneer Investomatic Plan, may be revised, suspended
or terminated at any time by PFD or by the Fund. You may establish the services
described in this section when you open your account. You may also establish or
revise many of them on an existing account by completing an Account Options
Form, which you may request by calling 1-800-225-6292.
XIII. THE FUND
Pioneer International Growth Fund is an open-end, diversified management
investment company (commonly referred to as a mutual fund) organized as a
Massachusetts business trust on October 26, 1992. The Fund has authorized an
unlimited number of shares of beneficial interest. As an open-end management
investment company, the Fund usually continuously offers
<PAGE>
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,
less any applicable CDSC. See "How to Sell Fund Shares." The Fund is not
required, and does not intend, to hold annual shareholder meetings, although
special meetings may be called for the purposes of electing or removing
Trustees, changing fundamental investment restrictions or approving a management
or subadvisory contract.
The Trustees have the authority, without further shareholder approval, to
classify and reclassify the shares of the Fund, or any additional series of the
Fund, into one or more classes. As of the date of this Prospectus, the Trustees
have authorized the issuance of two classes of shares, designated Class A and
Class B. The shares of each class represent an interest in the same portfolio of
investments of the Fund. Each class has equal rights as to voting, redemption,
dividends and liquidation, except that each class bears different distribution
and transfer agent fees and may bear other expenses properly attributable to the
particular class. Class A and Class B shareholders have exclusive voting rights
with respect to the Rule 12b-1 distribution plans adopted by holders of those
shares in connection with the distribution of shares. The Fund reserves the
right to create and issue additional series and classes 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.
XIV. INVESTMENT RESULTS
The average annual total return (for a designated period of time) on an
investment in the Fund may be included in advertisements, and furnished to
existing or prospective shareholders. The average annual total return for each
Class is computed in accordance with the SEC's standardized formula. The
calculation for all Classes assumes the reinvestment of all dividends and
distributions at net asset value and does not reflect the impact of federal or
state income taxes. In addition, for Class A shares the calculation assumes the
deduction of the maximum sales charge of 5.75%; for Class B 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 to 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.
<PAGE>
APPENDIX
RISKS AND LIMITATIONS ASSOCIATED WITH TRANSACTIONS IN OPTIONS, FUTURES CONTRACTS
AND FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The Fund may employ certain active management techniques including options
on securities indices, options on currencies, futures contracts and options on
futures and forward foreign currency exchange contracts. Each of these active
management techniques involves (1) liquidity risk that contractual positions
cannot be easily closed out in the event of market changes or generally in the
absence of a liquid secondary market, (2) correlation risk that changes in the
value of hedging positions may not match the securities market and foreign
currency fluctuations intended to be hedged, and (3) market risk that an
incorrect prediction of securities prices or exchange rates by the Manager may
cause the Fund to perform less well than if such positions had not been entered.
The ability to terminate over-the-counter options is more limited than with
exchange traded options and may involve the risk that the counter-party to the
option will not fulfill its obligations. The Fund will treat purchased over-the-
counter options as illiquid securities. The uses of options, futures and forward
foreign currency exchange contracts are highly specialized activities which
involve investment techniques and risks that are different from those associated
with ordinary portfolio transactions. The loss that may be incurred by the Fund
in entering into futures contracts and written options thereon and forward
foreign currency exchange contracts is potentially unlimited. Except as set
forth below under "Futures Contracts and Options on Futures Contracts" there is
no limit on the percentage of the Fund's assets that may be invested in futures
contracts and related options or forward foreign currency exchange contracts.
The Fund may not invest more than 5% of its total assets in purchased options
other than protective put options.
The Fund's transactions in options, forward foreign currency exchange contracts,
futures contracts and options on futures contracts may be limited by the
requirements for qualification of the Fund as a regulated investment company for
tax purposes. See "Tax Status" in the Statement of Additional Information.
Options on Securities Indices
The Fund may purchase put and call options on indices that are based on
securities in which it may invest to manage cash flow and to manage its exposure
to foreign and domestic stocks or stock markets instead of, or in addition to,
buying and selling stock. The Fund may also purchase options in order to hedge
against risks of market-wide price fluctuations.
The Fund may purchase put options in 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 exercise the option profitably and
will lose the amount of the premium and any transaction costs. Such loss may be
partially offset by an increase in the value of the Fund's portfolio securities.
The Fund may purchase call options on securities indices in order to remain
fully invested in a particular 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 an option it has purchased or a similar option prior to the
expiration of the purchased option in order to close out its position in an
option which it has purchased. The Fund may also allow options to expire
unexercised, which would result in the loss of the premium paid.
Forward Foreign Currency Exchange Contracts and Options on Foreign Currencies
The Fund has the ability to hold a portion of its assets in foreign currencies
and to enter into forward foreign currency contracts to facilitate settlement of
foreign securities transactions or to protect against changes in foreign
currency exchange rates. The Fund might sell a foreign currency on either a spot
or forward basis to seek to hedge against an anticipated decline in the dollar
value of securities in its portfolio or securities it intends or has contracted
to sell or to preserve the U.S. dollar value of dividends, interest or other
amounts it expects to receive. Although this strategy could minimize the risk of
loss due to a decline in the value of the hedged foreign currency, it could also
limit any potential gain which might result from an increase in the value of the
currency. Alternatively, the Fund might purchase a foreign currency or enter
into a forward purchase contract for the currency to preserve the U.S. dollar
price of securities it is authorized to purchase or has contracted to purchase.
The Fund may also engage in cross-hedging by using forward contracts in one
currency to hedge against fluctuations in the value of securities denominated in
a different currency, if the Manager determines that there is a pattern of
correlation between the two currencies. Cross-hedging may also include entering
into a forward transaction involving two foreign currencies, using one foreign
currency as a proxy for the
<PAGE>
U.S. dollar to hedge against variations in the other foreign currency, if the
Manager determines that there is a pattern of correlation between the proxy
currency and the U.S. dollar.
If the Fund enters into a forward contract to buy foreign currency for any
purpose, the Fund will be required to place cash or liquid, high grade
securities in a segregated account of the Fund maintained by the Fund's
custodian in an amount equal to the value of the Fund's total assets committed
to the consummation of the forward contract.
The Fund may purchase put and call options on foreign cur rencies 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. The
purchase of an option on a foreign currency may constitute an effective hedge
against exchange rate fluctuations. In addition, the Fund may purchase call or
put options on currency for non-hedging purposes when the Manager anticipates
that the currency will appreciate or depreciate but the securities denominated
in that currency do not present attractive investment opportunities and are not
held in the Fund's portfolio.
Futures Contracts and Options on Futures Contracts
To hedge against changes in securities prices, currency exchange rates, or
interest rates, the Fund may purchase and sell various kinds of futures
contracts, and purchase and write call and put options on any of such futures
contracts. The Fund may also enter into closing purchase and sale transactions
with respect to any of such contracts and options. The futures contracts may be
based on various stock and other securities indices, foreign currencies and
other financial instruments and indices. The Fund will engage in futures and
related options transactions for bona fide hedging or other non-hedging purposes
as are permitted by regulations of the Commodity Futures Trading Commission.
The Fund may not purchase or sell non-hedging futures contracts or purchase or
sell related non-hedging options, except for closing purchase or sale
transactions, if immediately thereafter the sum of the amount of initial margin
deposits on the Fund's existing non-hedging futures and related non-hedging
options positions and the amount of premiums paid for existing non-hedging
options on futures (net of the amount the positions are "in the money") would
exceed 5% of the market 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 currencies, require the Fund to
segregate assets to cover such contracts and options.
Repurchase Agreements
The Fund may enter into repurchase agreements not exceeding seven days in
duration. In a repurchase agreement, an investor (e.g., the Fund) purchases a
debt security from a seller which undertakes to repurchase the security at a
specified resale price on an agreed future date (ordinarily a week or less). The
resale price generally exceeds the purchase price by an amount which reflects an
agreed-upon market interest rate for the term of the repurchase agreement.
Repurchase agreements entered into by the Fund will be fully collateralized with
U.S. Treasury and/or U.S. government agency obligations with a market value of
not less than 100% of the obligation, valued daily. Collateral will be held in a
segregated, safekeeping account for the benefit of the Fund. In the event that a
repurchase agreement is not fulfilled, the Fund could suffer a loss to the
extent that the value of the collateral falls below the repurchase price or if
the Fund is 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.
Restricted and Illiquid Securities
The Fund may invest in restricted securities (i.e., securities that would be
required to be registered prior to distribution to the public), including
restricted securities eligible for resale to certain institutional investors
pursuant to Rule 144A under the Securities Act of 1933. In addition, the Fund
may invest up to 15% of its net assets in restricted securities sold and offered
under Rule 144A that are illiquid either as a result of legal or contractual
restrictions or the absence of a trading market.
The Board of Trustees of the Fund has adopted guidelines and delegated to the
Manager the daily function of determining and monitoring the liquidity of
restricted securities. The Board, however, retains sufficient oversight and is
ultimately responsible for the determinations. Since it is not possible to
predict with assurance exactly how the market for restricted securities sold and
offered under Rule 144A will develop, the Board carefully monitors the Fund's
investments in these securities, focusing on such important factors, among
others, as valuation, liquidity and availability of information. This investment
practice could have the effect of increasing the level of illiquidity in the
Fund to the extent that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities. Securities of non-U.S.
issuers that the Fund acquires in Rule 144A transactions, but which the Fund may
resell publicly in a non-U.S. securities market, are not considered restricted
securities.
<PAGE>
Notes
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The Pioneer Family of Mutual Funds
Growth Funds
Pioneer Capital Growth Fund
Pioneer Growth Shares
Pioneer International Growth Fund
Pioneer Europe Fund
Pioneer Emerging Markets Fund
Growth and Income Funds
Pioneer Three
Pioneer II
Pioneer Fund
Pioneer Equity-Income Fund
Pioneer Winthrop Real Estate Investment Fund
Income Funds
Pioneer Income Fund
Pioneer Bond Fund
Pioneer America Income Trust
Pioneer Tax-Free Income Fund
Pioneer California Double Tax-Free Fund
Pioneer Massachusetts Double Tax-Free Fund
Pioneer New York Triple Tax-Free Fund
Pioneer Intermediate Tax-Free Fund
Pioneer Short-Term Income Trust
Specialized Growth Funds
Pioneer Gold Shares
Pioneer India Fund
Money Market Funds
Pioneer Cash Reserves Fund
Pioneer U.S. Government Money Fund
Pioneer Tax-Free Money Fund
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[PIONEER LOGO]
Pioneer
International
Growth Fund
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
NORMAN KURLAND, Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
INVESTMENT ADVISER
PIONEERING MANAGEMENT CORPORATION
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR
PRINCIPAL UNDERWRITER
PIONEER FUNDS DISTRIBUTOR, INC.
SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Telephone: 1-800-225-6292
SERVICE INFORMATION
If you would like information on the following, please call:
Existing and new accounts, prospectuses,
applications, service forms
and telephone transactions ................................ 1-800-225-6292
Retirement plans ........................................... 1-800-622-0176
Automated fund yields, prices
and account information ................................... 1-800-225-4321
Toll-free fax .............................................. 1-800-225-4240
Telecommunications Device for the Deaf (TDD) ................ 1-800-225-1997
0395-2369
(C)Pioneer Funds Distributor, Inc.
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PIONEER INTERNATIONAL GROWTH FUND
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
Class A and Class B Shares
March 27, 1995
This Statement of Additional Information (Part B of the Registration
Statement) is not a Prospectus, but should be read in conjunction with the
Prospectus dated March 27, 1995 of Pioneer International Growth 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.
TABLE OF CONTENTS
Page
1. Investment Policies and Restrictions............................B-2
2. Management of the Fund..........................................B-14
3. Investment Adviser..............................................B-19
4. Principal Underwriter...........................................B-20
5. Distribution Plans..............................................B-21
6. Shareholder Servicing/Transfer Agent............................B-24
7. Custodian.......................................................B-24
8. Independent Public Accountant...................................B-25
9. Portfolio Transactions..........................................B-25
10. Tax Status......................................................B-27
11. Description of Shares...........................................B-31
12. Certain Liabilities.............................................B-32
13. Determination of Net Asset Value................................B-33
14. Systematic Withdrawal Plan......................................B-33
15. Letter of Intention.............................................B-34
16. Investment Results..............................................B-35
17. Financial Statements............................................B-39
APPENDIX A -- Additional General Economic Information...........1-A
APPENDIX B -- Information Regarding Pioneer.....................1-B
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.
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1. INVESTMENT POLICIES AND RESTRICTIONS
The Prospectus (the "Prospectus") of Pioneer International Growth Fund
(the "Fund"), identifies the investment objective and the principal investment
policies of the Fund. Other investment policies of the Fund are set forth below.
Capitalized terms not otherwise defined herein have the meaning given to them in
the Prospectus.
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 United States 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 order to hedge against an
anticipated decline in securities prices that might adversely affect the value
of the Fund's portfolio securities. If the Fund purchases a put option on a
securities index, the amount of the payment it would receive upon exercising the
option would depend on the extent of any decline in the level of the securities
index below the exercise price. Such payments would tend to offset a decline in
the value of the Fund's portfolio securities. However, if the level of the
securities index increases and remains above the exercise price while the put
option is outstanding, the Fund will not be able to profitably exercise the
option and will lose the amount of the premium and any transaction costs. Such
loss may be partially offset by an increase in the value of the Fund's portfolio
securities.
The Fund may purchase call options on securities indices in order to
remain fully invested in a particular 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 to immediately 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
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specialized activity which involves investment techniques and risks different
from those associated with ordinary portfolio securities transactions. Personnel
of the Fund's investment adviser, Pioneering Management Corporation ("PMC"),
have considerable experience in options transactions.
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.
Forward Foreign Currency Transactions
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 of the
different countries in which it will invest as a hedge against possible
variations in the foreign exchange rate between these currencies and the U.S.
dollar. This is accomplished through contractual agreements to purchase or sell
a specified currency at a specified future date and price set at the time of the
contract. The 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 may not
necessarily 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.
If the Fund enters into a forward contract to purchase foreign
currency, its custodian bank will segregate cash or high grade liquid 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, additional cash or securities will be placed in
the accounts so that the value of the account will equal the amount of the
Fund's commitment with respect to such contracts.
Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also limit the opportunity
for gain if the value of the hedged currency should rise. Moreover, it may not
be possible for 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 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
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such currency increased, 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 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 Futures Contracts
To hedge against changes in securities prices or currency exchange
rates, the Fund may purchase and sell various kinds of futures contracts, and
purchase and write (sell) call and put options on any of such futures contracts.
The Fund may also enter into closing purchase and sale transactions with respect
to any of such contracts and options. The futures contracts may be based on
various securities (such as U.S. Government securities), securities indices,
foreign currencies and other financial instruments and indices. The Fund will
engage in futures and related options transactions for bona fide hedging and
non-hedging purposes as described below. All futures contracts entered into by
the 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 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 order to hedge against an
anticipated rise in interest rates or a decline in market prices or foreign
currency rates that would adversely affect the value of the Fund's portfolio
securities. Such futures contracts may include contracts for the future delivery
of securities held by 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 securities are denominated or in
one currency to hedge against fluctuations in the value of securities
denominated in a different currency if there is an established historical
pattern of correlation between the two currencies. If, in the opinion of 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
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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, 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 which may have a value lower than the exercise price. Thus, the
loss incurred by the Fund in writing options on futures is potentially unlimited
and may exceed the amount of the premium received. The Fund 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.
The Fund may use options on futures contracts for bona fide hedging or
non-hedging purposes as discussed below.
Other Considerations. The Fund will engage in futures and related
options transactions only for bona fide hedging or non-hedging purposes in
accordance with CFTC regulations which permit principals of an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act") to engage in such transactions without registering as commodity pool
operators. The 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 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
protect the Fund against an increase in the price of securities (or the currency
in which they are denominated) it intends to purchase. As evidence of this
hedging intent, 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 non-hedging futures contracts and premiums paid for
non-hedging options on futures (net of the amount the positions are "in the
money") would exceed 5% of the market value of the Fund's total assets. The Fund
will engage in transactions in futures contracts and related options only to the
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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.
Transaction costs associated with futures contracts and related options
involve brokerage costs, require margin deposits and, in the case of contracts
and options obligating the Fund to purchase securities or currencies, require
the Fund to segregate assets to cover such contracts and options.
While transactions in futures contracts and options on futures may
reduce certain risks, such transactions themselves entail certain other risks.
Thus, while the 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
in differing degrees.
Restricted Securities
The Fund may invest no more than 5% of its total assets in "restricted
securities" (i.e., securities that would be required to be registered prior to
distribution to the public), excluding restricted securities eligible for resale
to certain institutional investors pursuant to Rule 144A of the Securities Act
of 1933 or foreign securities which are offered or sold outside the United
States; provided, however, that no more than 15% of the Fund's total assets may
be invested in restricted securities including securities eligible for resale
under Rule 144A. The Board of Trustees may adopt guidelines and delegate to the
Manager the daily function of determining and monitoring the liquidity of
restricted securities. The Board, however, will retain sufficient oversight and
be ultimately responsible for the determinations. Since it is not possible to
predict with assurance exactly how this market for restricted securities sold
and offered under Rule 144A will develop, the Board will carefully monitor the
Fund's investments in these securities, focusing on such important factors,
among others, as valuation, liquidity and availability of information. This
investment practice could have the effect of increasing the level of illiquidity
in the Fund to the extent that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities.
Repurchase Agreements
The Fund may enter into repurchase agreements with "primary dealers" in
U.S. Government securities and member banks of the Federal Reserve System which
furnish collateral at least equal in value or market price to the amount of
their repurchase obligation. The Fund may also enter into repurchase agreements
involving certain foreign government securities. In a repurchase agreement, an
investor (e.g., the Fund) purchases a debt security from a seller which
undertakes to repurchase the security at a specified resale price on an agreed
future date (ordinarily a week or less). The resale price generally exceeds the
purchase price by an amount which reflects an agreed-upon market interest rate
for the term of the repurchase agreement. The primary risk is that, if the
seller defaults, the Fund might suffer a loss to the extent that the proceeds
from the sale of the underlying securities and other collateral held by the Fund
in connection with the related repurchase agreement are less than the repurchase
price. Another risk is that, in the event of bankruptcy of the seller, the Fund
could be delayed or prohibited from disposing of the underlying securities and
other collateral held by the Fund in connection with the related repurchase
agreement pending court proceedings. In evaluating whether to enter a repurchase
agreement, the Manager will carefully consider the creditworthiness of the
seller pursuant to procedures reviewed and approved by the Trustees.
Investment Restrictions
The Fund has adopted certain additional investment restrictions which
may not be changed without the affirmative vote of the holders of a majority of
the Fund's outstanding voting securities. The Fund may not:
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(1) Issue senior securities, except as permitted by paragraphs (2), (6)
and (7) below. For purposes of this restriction, the issuance of shares of
beneficial interest in multiple classes or series, the purchase or sale of
options, futures contracts and options on futures contracts, forward
commitments, forward foreign exchange contracts, repurchase agreements and
reverse repurchase agreements entered into in accordance with the Fund's
investment policy, and the pledge, mortgage or hypothecation of the Fund's
assets within the meaning of paragraph (3) below are not deemed to be senior
securities.
(2) Borrow money, except from banks as a temporary measure for
extraordinary emergency purposes and except pursuant to reverse repurchase
agreements and then only in amounts not to exceed 33 1/3% of the Fund's total
assets (including the amount borrowed) taken at market value. The Fund will not
use leverage to attempt to increase income. The Fund will not purchase
securities while outstanding borrowings exceed 5% of the Fund's total assets.
(3) Pledge, mortgage, or hypothecate its assets, except to secure
indebtedness permitted by paragraph (2) above and then only if such pledging,
mortgaging or hypothecating does not exceed 33 1/3% of the Fund's total assets
taken at market value.
(4) Act as an underwriter, except to the extent that, in connection
with the disposition of portfolio securities, the Fund may be deemed to be an
underwriter for purposes of the Securities Act of 1933.
(5) Purchase or sell real estate, or any interest therein, and real
estate mortgage loans, except that the Fund may invest in securities of
corporate or governmental entities secured by real estate or marketable
interests therein or securities issued by companies (other than real estate
limited partnerships) that invest in real estate or interests therein.
(6) Make loans, except that the Fund may lend portfolio securities in
accordance with the Fund's investment policies. The Fund does not, for this
purpose, consider the purchase or invest in repurchase agreements, bank
certificates of deposit, a portion of an issue of publicly distributed bonds,
bank loan participation agreements, bankers' acceptances, debentures or other
securities, whether or not the purchase is made upon the original issuance of
the securities, to be the making of a loan.
(7) Invest in commodities or commodity contracts or in puts, calls, or
combinations of both, 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.
(8) With respect to 75% of its total assets, purchase securities of an
issuer (other than the U.S. Government, its agencies or instrumentalities), if
(a) such purchase would cause more than 5% of the Fund's total
assets taken at market value to be invested in the securities of such
issuer, or
(b) such purchase would at the time result in more than 10% of
the outstanding voting securities of such issuer being held by the
Fund.
As long as the Fund is registered in the Federal Republic of Germany or
in Austria, the Fund may not without the prior approval of its shareholders:
(i) invest in the securities of any other domestic or foreign
investment company or investment fund, except in connection with a plan of
merger or consolidation with or acquisition of substantially all the assets of
such other investment company or investment fund;
(ii) purchase or sell real estate, or any interest therein, and real
estate mortgage loans, except that the Fund may invest in securities of
corporate or governmental entities secured by real estate or marketable
interests therein or securities issued by companies (other than real estate
limited partnerships, real estate investment trusts and real estate funds) that
invest in real estate or interests therein;
(iii) borrow money in amounts exceeding 10% of the Fund's total assets
(including the amount borrowed) taken at market value;
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(iv) pledge, mortgage or hypothecate its assets in amounts exceeding
10% of the Fund's total assets taken at market value;
(v) purchase securities on margin or make short sales; or
(vi) redeem its securities in-kind.
It is the fundamental 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
"Commission"), investments are concentrated in a particular industry if such
investments aggregate 25% or more of the Fund's total assets. The Fund's policy
does not apply to investments in U.S. Government Securities.
The Fund does not intend to enter into any reverse repurchase agreement
as described in fundamental investment restriction (2) above, during the current
fiscal year.
In addition, as a matter of nonfundamental investment policy and in
connection with the offering of its shares in various states and foreign
countries, the Fund has agreed not to:
(a) Participate on a joint-and-several basis in any securities trading
account. The "bunching" of orders for the sale or purchase of marketable
portfolio securities with other accounts under the management of the Adviser to
save commissions or to average prices among them is not deemed to result in a
securities trading account.
(b) Purchase securities of any issuer which, together with any
predecessor, has a record of less than three years' continuous operations prior
to the purchase if such purchase would cause investments of the Fund in all such
issuers to exceed 5% of the value of the total assets of the Fund.
(c) Invest for the purpose of exercising control over or management of
any company.
(d) Purchase warrants of any issuer, if, as a result of such purchases,
more than 2% of the value of the Fund's total assets would be invested in
warrants which are not listed on the New York Stock Exchange or the American
Stock Exchange or more than 5% of the value of the total assets of the Fund
would be invested in warrants generally, whether or not so listed. For these
purposes, warrants are to be valued at the lesser of cost or market, but
warrants acquired by the Fund in units with or attached to debt securities shall
be deemed to be without value.
(e) Knowingly purchase or retain securities of an issuer if one or more
of the Trustees or officers of the Fund or directors or officers of the Adviser
or any investment management subsidiary of the Adviser individually owns
beneficially more than 0.5% and together own beneficially more than 5% of the
securities of such issuer.
(f) Purchase interests in oil, gas or other mineral leases or
exploration programs; however, this policy will not prohibit the acquisition of
securities of companies engaged in the production or transmission of oil, gas or
other minerals. These restrictions may not be changed without the approval of
the regulatory agencies in such states or foreign countries.
(g) 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.
(h) Invest more than 5% of its total assets in restricted securities,
excluding restricted securities eligible for resale pursuant to Rule 144A under
the Securities Act of 1933; provided, however, that no more than 15% of the
Fund's total assets may be invested in restricted securities including
restricted securities eligible for resale under Rule 144A.
(i) Write covered calls or put options with respect to more than 25% of
the value of its total assets or invest more than 5% of its total assets in
puts, calls, spreads, or straddles, other than protective put options.
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.
B-8
<PAGE>
JOHN F. COGAN, JR.*, President and Director of The Pioneer
Chairman of the Board, Group, Inc. ("PGI"); Chairman and Director
President and Trustee of Pioneering Management Corporation
("PMC"); Chairman of the Board and
Chief Executive Officer of Pioneer
Winthrop Advisers ("PWA") since 1993;
Chairman of the Board of Pioneer Funds
Distributor, Inc. ("PFD"); Director of
Pioneering Services Corporation ("PSC")
and Pioneer Capital Corporation ("PCC");
President and Director of Pioneer Plans
Corporation ("PPC"), Pioneer Investment
Corp. ("PIC"), Pioneer International Corp.
("PIntl"), and Pioneer Metals &
Technology, Inc. ("PMT"); Chairman of
the Board and Director of Teberebie
Goldfields Limited; Chairman, President
and Director of Pioneer Goldfields Limited
("PGL"); Chairman of the Supervisory
Board of Pioneer Fonds Marketing
GmbH; and Chairman and Partner, Hale
and Dorr (counsel to the Fund).
RICHARD H. EGDAHL, M.D., Professor of Management, Boston
Trustee University School of Management;
53 Bay State Road Professor of Public Health,
Boston, Massachusetts Boston University School of Public Health;
Professor of Surgery, Boston University
School of Medicine and Boston University
Health Policy Institute; Director, 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 utilization management
firm) and Springer-Verlag New York, Inc.
(publisher); Honorary Director, Franciscan
Children's Hospital. Boston University
Health Policy Institute.
MARGARET B.W. GRAHAM, Manager of Research Operations,
Trustee Xerox Palo Alto Research Center,
The Keep since September 1991; Professor of
Post Office Box 110 Operations Management and Management
Little Deer Isle, Maine of Technology, Boston University
School of Management ("BUSM"), since 1989;
Associate Dean, BUSM, 1988 to 1990 and
previously, Associate Professor,
Department of Operations Management, BUSM.
JOHN W. KENDRICK, Professor Emeritus, George
Trustee Washington University; Economic
6363 Waterway Drive Consultant and Director, American
Falls Church, Virginia Productivity and Quality Center.
MARGUERITE A. PIRET, President, Newbury, Piret & Company,
Trustee Inc. (a merchant banking firm).
One Boston Place,
Suite 2635
Boston, Massachusetts.
DAVID D. TRIPPLE*, Executive Vice President and
Trustee and Executive Director of PGI and PWA (since
Vice President 1993); Director of PFD,
B-9
<PAGE>
since 1989; Director of PCC and Pioneer
SBIC Corporation; President (since 1993),
Director and Chief Investment Officer of
PMC.
STEPHEN K. WEST, Partner, Sullivan & Cromwell (a law firm).
Trustee
125 Broad Street
New York, New York
JOHN WINTHROP, President, John Winthrop & Co., Inc.
Trustee (a private investment firm);
One North Adgers Wharf Director of NUI Corp., and Trustee
Charleston, South Carolina of Alliance Capital Reserves, Alliance
Government Reserves and Alliance Tax
Exempt Reserves.
NORMAN KURLAND, Senior Vice President of PMC since
Vice President 1993; Vice President of PMC from
1990 to 1993; International
Portfolio Manager and
Analyst, Keystone Custodian
Funds from 1987 to 1990.
WILLIAM H. KEOUGH, Senior Vice President, Chief
Treasurer Financial Officer and Treasurer of PGI
and Treasurer of PFD, PMC, PSC, PCC,
PPC, PIC, PIntl, PMT, PWA and Pioneer
SBIC Corporation.
JOSEPH P. BARRI, Secretary of PGI, PMC, PCC, PPC, PIC,
Secretary PIntl, PMT and PWA; Clerk of PFD and PSC
and Partner, Hale and Dorr (counsel to the
Fund).
ROBERT NAULT, General Counsel of PGI since 1995;
Assistant Secretary formerly of Hale and Dorr (counsel to the
Fund) where he most recently served as a
junior partner.
ERIC RECKARD, Manager of Fund Accounting and
Assistant Treasurer Compliance of PMC since May, 1994;
Manager of Auditing and Business Analysis
of PGI prior to May, 1994.
Each of the above (except Norman Kurland) is also an officer and/or
Trustee of the other Pioneer mutual funds. The Fund's 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.
The table below lists all the Pioneer mutual funds currently offered to
the public and the investment adviser and principal underwriter for each fund.
Investment Principal
Fund Name Adviser Underwriter
Pioneer Fund PMC PFD
Pioneer II PMC PFD
Pioneer Three PMC PFD
Pioneer Growth Shares PMC PFD
Pioneer Capital Growth Fund PMC PFD
Pioneer Equity-Income Fund PMC PFD
Pioneer Gold Shares PMC PFD
Pioneer Winthrop Real Estate Note 1 PFD
Investment Fund
Pioneer Europe Fund PMC PFD
Pioneer International Growth Fund PMC PFD
Pioneer India Fund PMC PFD
Pioneer Emerging Markets Fund PMC PFD
B-10
<PAGE>
Pioneer Bond Fund PMC PFD
Pioneer America Income Trust PMC PFD
Pioneer Short-Term Income Fund PMC PFD
Pioneer Income Fund PMC PFD
Pioneer Tax-Free Income Fund PMC PFD
Pioneer Intermediate Tax-Free Fund PMC PFD
Pioneer California Double Tax-Free Fund PMC PFD
Pioneer New York Triple Tax-Free Fund PMC PFD
Pioneer Massachusetts Double PMC PFD
Tax-Free Fund
Pioneer Cash Reserves Fund PMC PFD
Pioneer U.S. Government Money Fund PMC PFD
Pioneer Tax-Free Money Fund PMC PFD
Pioneer Interest Shares, Inc. PMC Note 2
Pioneer Variable Contracts Trust PMC Note 3
-------------
Note 1 Pioneer Winthrop Advisers is the investment adviser for this
fund. Note 2 This is a closed-end fund and it is underwritten by Mellon
Bank.
Note 3 This is a series of seven 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 also manages the investments of certain institutional private
accounts. All of the outstanding capital stock of PMC and PSC is owned by PGI, a
Delaware corporation. All of the capital stock of PFD is owned by PMC. Messrs.
Cogan, Tripple, Keough, Nault and Barri, officers and/or Trustees of the Fund,
are also officers and/or directors of PFD, PMC, PSC (except Mr. Tripple) and
PGI. 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.
The Fund pays no salaries or compensation to any of its officers. The
Fund pays an annual trustees' fee of $500 to each Trustee who is not affiliated
with PMC, PFD or PSC as well as an annual fee of $200 to each of the Trustees
who is a member of the Fund's Audit Committee, except for the Chairman of such
Committee, who receives an annual fee of $250. The Fund also pays an annual
trustees' fee of $500 plus expenses to each Trustee affiliated with PMC, PSC or
PFD.
<TABLE>
<CAPTION>
Total Compensation from the
Pension or Fund and other
Aggregate Retirement funds in the
Compensation Benefits Pioneer Family
Director From the Fund Accrued of Mutual Funds**
<S> <C> <C> <C>
John F. Cogan, Jr. $500* $0 $ 9,000*
Richard H. Egdahl, M.D. 500 0 55,650
Margaret B.W. Graham 500 0 55,650
John W. Kendrick 500 0 55,650
Marguerite A. Piret 750 0 66,650
David D. Tripple 500* 0 9,000*
Stephen K. West 700 0 63,650
John Winthrop 700 0 63,650
---- --- -------
Totals $4,650 $0 $378,900
===== =======
<FN>
--------
* 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 calendar year ended December 31, 1994.
</FN>
</TABLE>
B-11
<PAGE>
Any such fees and expenses paid to affiliates or interested persons of
PMC, PFD or PSC are reimbursed to the Fund under its Management Contract. 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, Merrill Lynch Pierce, Fenner & Smith Inc.,
Mutual Fund Operations, 4800 Deer Lake Drive East 3rd FL, Jacksonville, FL
32246-6484 owned 10.98% of the outstanding shares (139,580 shares) of the Fund.
3. INVESTMENT ADVISER
As stated in the Prospectus, PMC, 60 State Street, Boston,
Massachusetts, serves as the Fund's investment adviser. The management contract
expires initially on June 30, 1994, but it is renewable annually after such date
by the vote of a majority of the Board of Trustees of the Fund (including a
majority of the Board of Trustees who are not parties to the contract or
interested persons of any such parties) cast in person at a meeting called for
the purpose of voting on such renewal. This contract terminates if assigned and
may be terminated without penalty by either party by vote of its Board of
Directors or Trustees or a majority of its outstanding voting securities and the
giving of sixty days' written notice.
As compensation for its management services and expenses incurred, PMC
is entitled to a management fee 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 the excess over $500 million. The fee is normally computed daily and
paid monthly. PMC voluntarily agreed not to impose its management fee and to
make other arrangements to limit certain other expenses of the Fund to the
extent required to limit the Class A shares' total expenses to 1.75% of the
average daily net assets attributable to such class for the fiscal year ended
November 30, 1993. This agreement expired November 30, 1993.
During the period from April 1, 1993 (commencement of operations) to
November 30, 1993, the Fund did not pay any management fees. The Fund would have
incurred management fees payable to PMC of $227,487 had the fee reduction
agreement not been in place. During the fiscal year ended November 30, 1994, the
Fund incurred management fees of $2,256,822.
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.
4. PRINCIPAL UNDERWRITER
PFD serves as the principal underwriter in connection with the
continuous offering of the shares of the Fund pursuant to an Underwriting
Agreement, dated March 25, 1993. 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,
in conjunction with the continuance of the Plans of Distribution. See
"Distribution Plans" below. The Underwriting Agreement provides that PFD will
bear certain distribution expenses not borne by the Fund. During the period from
April 1, 1993 (commencement of operations) to November 30, 1993, net
underwriting commissions earned by PFD were approximately $2,284,595.
Commissions reallowed to dealers during such period were approximately
$2,111,094. During the fiscal year ended November 30, 1994, net underwriting
commissions earned by PFD were approximately $821,023. Commissions reallowed to
dealers during such period were approximately $7,070,381.
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
B-12
<PAGE>
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, it may issue Fund 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 resale; (ii) 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 NASD Automated
Quotation System. An exchange of securities for Fund shares will generally be a
taxable transaction to the shareholder.
5. DISTRIBUTION PLANS
The Fund has adopted a plan of distribution pursuant to Rule 12b-1
promulgated by the SEC under the 1940 Act with respect to Class A shares (the
"Class A Plan") and a plan of distribution with respect to Class B shares (the
"Class B Plan") (together, the "Plans").
Class A Plan
Pursuant to the Class A Plan the Fund may reimburse PFD for its
expenditures in financing any activity 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. The
Fund commenced accruing expenses under the Class A Plan on January 1, 1994.
During the fiscal period ended November 30, 1994, the Fund did not incur any
expenses pursuant to the Class A Plan.
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 for personal services
and/or account maintenance services rendered by the dealer with respect to Class
B shares. PFD will advance to dealers the first-year 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 CDSC's attributable to Class B shares. (See
"Distribution Plans" in the Prospectus.)
B-13
<PAGE>
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 November 30, 1994, the Fund incurred total
distribution fees of $533,084 and $66,254 pursuant to the Class A Plan and the
Class B Plan, respectively.
6. SHAREHOLDER SERVICING/TRANSFER AGENT
The Fund has contracted with Pioneering Services Corporation ("PSC"), 60
State Street, Boston, Massachusetts, to act as shareholder servicing agent and
transfer agent for the Fund. This contract terminates if assigned and may be
terminated without penalty by either party by vote of its Board of Directors or
Trustees or a majority of its outstanding voting securities and the giving of
ninety days' written notice.
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 routine shareholder inquiries.
PSC receives an annual fee of $20.83 per Class A and Class B shareholder
account from the Fund as compensation for the services described above. This fee
is set at an amount determined by vote of a majority of the Trustees (including
a majority of the Trustees who are not parties to the contract with PSC or
interested persons of any such parties) to be comparable to fees for such
services being paid by other investment companies.
7. CUSTODIAN
Brown Brothers Harriman & Co. (the "Custodian") is the custodian of the
Fund's assets. The Custodian's responsibilities include safekeeping and
controlling the Fund's cash and securities in the United States as well as in
Foreign Countries, handling the receipt and delivery of securities, and
collecting interest and dividends on the Fund's investments. The Custodian
B-14
<PAGE>
fulfills its function in Foreign Countries through a network of subcustodian
banks located in the Foreign 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 it 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 United States or in recognized central
depositories in Foreign Countries. In selecting Brown Brothers Harriman & Co. as
the Custodian for Foreign Countries Securities, the 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 its
international subcustodian arrangements.
8. INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP is the Fund's independent public accountant,
providing audit services, tax return review, and assistance and consultation
with respect to the preparation of filings with the Commission.
9. PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed
on behalf of the Fund by PMC pursuant to authority contained in the 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 of the security to be
purchased or sold; the execution efficiency, settlement capability, and
financial condition of the dealer; the dealer's execution services rendered on a
continuing basis; and the reasonableness of any dealer spreads. Most
transactions in foreign equity securities are executed by broker-dealers in
foreign countries in which commission rates are fixed and, therefore, are not
negotiable (as such rates are in the United States) and are generally higher
than in the United States.
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. 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 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 was to attempt to develop comparable information
through its own staff.
In circumstances where two or more broker-dealers offer comparable
prices and executions, preference may be given to a broker-dealer which has sold
shares of the Fund as well as shares of other investment companies or accounts
managed by PMC. This policy does not imply a commitment to execute all portfolio
transactions through all broker-dealers that sell shares of the Fund. In
B-15
<PAGE>
addition, if PMC determines in good faith that the amount of commissions charged
by a broker is reasonable in relation to the value of the brokerage and research
services provided by such broker, the Fund may pay commissions to such broker in
an amount greater than the amount another firm may charge.
The Trustees periodically review PMC's performance of its
responsibilities in connection with the placement of portfolio transactions on
behalf of the Fund.
In addition to the Fund, PMC acts as investment adviser to the other
Pioneer Funds and certain private accounts with investment objectives similar to
those of the Fund. As such, securities may meet investment objectives of the
Fund, such other funds and such private accounts. In such cases, the decision to
recommend to purchase for one fund or account rather than another is based on a
number of factors. The determining factors in most cases are the amount of
securities of the issuer then outstanding, the value of those securities and the
market for them. Other factors considered in the investment recommendations
include other investments which each company presently has in a particular
industry or country and the availability of investment funds in each fund or
account.
It is possible that, at times, identical securities will be held by more
than one fund and/or account. However, the position of any fund or account in
the same issue may vary and the length of time that any fund or account may
choose to hold its investment in the same issue may likewise vary. To the extent
that the Fund, another fund in the Pioneer group or a private account managed by
PMC seeks to acquire the same security at about the same time, the Fund may not
be able to acquire as large a position in such security as it desires or it may
have to pay a higher price for the security. Similarly, the Fund may not be able
to obtain as large an execution of an order to sell or as high a price for any
particular portfolio security if PMC decides to sell on behalf of another
account the same portfolio security at the same time. On the other hand, if the
same securities are bought or sold at the same time by more than one account,
the resulting participation in volume transactions could produce better
executions for the Fund or other account. In the event that more than one
account purchases or sells the same security on a given date, the purchases and
sales will normally be made as nearly as practicable on a pro rata basis in
proportion to the amounts desired to be purchased or sold by each.
The Trustees periodically review PMC's performance of its
responsibilities in connection with portfolio transactions on behalf of the
Fund.
During the period from April 1, 1993 (commencement of operations) to
November 30, 1993 and for the fiscal year ended November 30, 1994, the Fund paid
or owed aggregate brokerage commissions of $533,000 and $3,903,539,
respectively.
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 at least annually all
investment company taxable income and net capital gain, if any, which it
receives, the Fund will be relieved of the necessity of paying federal income
tax.
In order to qualify as a 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 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, 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.
B-16
<PAGE>
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, certain options and futures contracts relating to foreign currency,
forward foreign currency contracts, foreign currencies, or payables or
receivables denominated in a foreign currency are subject to Section 988 of the
Code, which generally causes such gains and losses to be treated as ordinary
income and losses and may affect the amount, timing and character of
distributions to shareholders. Any such transactions that are not directly
related to the Fund's investment in stock or securities may increase the amount
of gain it is deemed to recognize from the sale of certain investments held for
less than 3 months for purposes of the 30% test and may under future Treasury
regulations produce income not among the types of "qualifying income" for
purposes of the 90% income test. If the net foreign exchange loss for a year
were to exceed the Fund's investment company taxable income (computed without
regard to such loss) the resulting overall ordinary loss for such year would not
be deductible by the Fund or its shareholders in future years.
If the Fund acquires the stock of 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 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, or take other defensive actions 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.
Any loss realized by a shareholder upon the redemption of shares with a
tax holding period at the time of redemption of six months or less will be
treated as a long-term capital loss to the extent of any amounts treated as
distributions of long-term capital gain with respect to such shares.
In addition, 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 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 normally will not qualify for the 70%
dividends-received deduction available to corporations, because the Fund does
not expect to receive dividends from U.S domestic corporations.
The Fund may 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. If more than 50% of the Fund's total assets at the close of any taxable
year consists of stock or securities of foreign corporations, the Fund may elect
to pass through to shareholders their pro rata shares of qualified foreign taxes
B-17
<PAGE>
paid by the Fund, with the result that shareholders would be required to include
such taxes in their gross incomes (in addition to dividends actually received)
and would treat such taxes as foreign taxes paid by them, for which they may be
entitled to a tax deduction or credit 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 and, provided that the Fund qualifies as a regulated investment company
under the Code, it will not be required to pay any Massachusetts income tax.
Options written or purchased and futures contracts entered into by the
Fund on certain securities, securities indices and foreign currencies, as well
as certain foreign currency forward contracts, may cause the Fund to recognize
gains or losses from marking-to-market at the end of its taxable year even
though such options may not have lapsed, been closed out, or exercised or such
futures or forward contracts may not have been closed out or disposed of and may
affect the characterization as long-term or short-term of some capital gains and
losses realized by the Fund. Certain options, futures and forward contracts on
foreign currency may be subject to Section 988, described above, and accordingly
produce ordinary income or loss. Losses on certain options, futures or forward
contracts and/or offsetting positions (portfolio securities or other positions
with respect to which 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.
Federal law requires that the Fund withhold (as "backup withholding")
31% of reportable payments, including dividends, capital gain dividends, and the
proceeds of redemptions (including exchanges) and repurchases, to shareholders
who have not complied with IRS regulations. In order to avoid this withholding
requirement, shareholders must certify on their Account Applications, or on
separate W-9 Forms, that their Social Security or other Taxpayer Identification
Number is correct and that they are not currently subject to backup withholding,
or that they are exempt from backup withholding. The Fund may nevertheless be
required to withhold if it receives notice from the IRS or a broker that the
number provided is incorrect or backup withholding is applicable as a result of
previous underreporting of interest or dividend income.
The description above relates only to U.S. federal income tax
consequences for shareholders who are U.S. persons, i.e., U.S. citizens or
residents and U.S. domestic corporations, partnerships, trusts or estates, and
who are subject to U.S. federal income tax. The description does not address
special tax rules applicable to certain classes of investors, such as tax-exempt
entities, insurance companies, and financial institutions. Shareholders should
consult their own tax advisers 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. withholding tax (or
a lower treaty rate) on dividends treated as ordinary income.
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 two classes of shares of the Fund,
Class A shares and Class B 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 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,
B-18
<PAGE>
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 26, 1992, a copy of which is on file
with the Office of the Secretary of State of the Commonwealth of Massachusetts.
Theoretically, shareholders of a Massachusetts business trust may, under certain
circumstances, be held personally liable for the obligations of the trust.
However, the Declaration of Trust contains an express disclaimer of shareholder
liability for acts or obligations of the 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 will 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. 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 (currently 4:00 p.m., Eastern Time) on each
day on which the New York Stock Exchange (the "Exchange") is open for trading.
As of the date of this Statement of Additional Information, the Exchange is open
for trading every weekday except for the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The net asset value per share of each class
of the Fund is also determined on any other day in which the level of trading in
its portfolio securities is sufficiently high so 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 of that class. 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, plus the maximum sales charge. Class B shares are
offered at net asset value without the imposition of an initial sales charge.
B-19
<PAGE>
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 checks of $50 or more will be sent to the
applicant, or any person designated by him, monthly or quarterly. A designation
of a third party to receive checks requires an acceptable signature guarantee.
Withdrawals from Class B share accounts are limited to 10% of the value of the
account at the time the SWP is implemented.
Any income dividends or capital gains distributions on shares under the
SWP will be credited to the Plan account on the payment date in full and
fractional shares at the net asset value per share in effect on the record date.
SWP payments are made from the proceeds of the redemption of Class A
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. Redemptions are taxable transactions to
shareholders. In addition, the amounts received by a shareholder cannot be
considered as an actual yield or income on his or her investment because part of
such payments may be a return of his or her 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 been redeemed.
15. LETTER OF INTENTION
Purchases in the Fund of $50,000 or more of Class A shares (excluding
any reinvestments of dividends and capital gains distributions) made within a
13-month period pursuant to a Letter of Intention provided by PFD will qualify
for a reduced sales charge. Such reduced sales charge will be the charge that
would be applicable to the purchase of all Class A shares purchased during such
13-month period pursuant to a Letter of Intention had such shares been purchased
all at once. See "How to Buy 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 his shares in the Fund and all other Pioneer mutual funds, except
the Class A shares of Pioneer Money Market Trust, held of record as of the date
of his Letter of Intention as a credit toward determining the applicable scale
of sales charge for the Class A shares to be purchased under the Letter of
Intention.
The Letter of Intention authorizes PSC to escrow shares having a
purchase price equal to 5% of the stated investment in the Letter of Intention.
A Letter of Intention is not a binding obligation upon the investor to purchase,
or the Fund to sell, the full amount indicated and the investor should read the
provisions of the Letter of Intention contained in the Account Application
carefully before signing.
16. INVESTMENT RESULTS
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
B-20
<PAGE>
given return may be separated and portrayed in a variety of ways in order to
illustrate their relative significance. Performance may also be portrayed in
terms of cash or investment values, without percentages. Past performance cannot
guarantee any particular future result.
The Fund's average annual total return quotations for each class of its
shares as that information may appear in the Prospectus, this Statement of
Additional Information or in advertising are calculated by standard methods
prescribed by the Commission.
Standardized Average Annual Total Return Quotations
Average annual total return quotations for Class A and Class B shares
are computed by finding the average annual compounded rates of return that would
cause a hypothetical investment in that class made on the first day of a
designated period (assuming all dividends and distributions are reinvested) to
equal the ending redeemable value of such hypothetical investment on the last
day of the designated period in accordance with the following formula:
P(1+T)n = ERV
Where: P =a hypothetical initial payment of $1,000, less the maximum
sales load of $57.50 for Class A shares or the deduction of the
CDSC for Class B shares at the end of the period.
T = average annual total return
n = number of years
ERV = ending redeemable value of the hypothetical $1000
initial payment made at the beginning of the designated
period (or fractional portion thereof)
For purposes of the above computation, it is assumed that the maximum sales
charge of 5.75% was deducted from the initial investment and 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 returns for Class A shares and Class B shares
(giving effect to the prior expense limitation) are as follows:
<TABLE>
<CAPTION>
For the fiscal year
ended Life-of- Inception
November 30, 1994 Class Date
<S> <C> <C> <C> <C>
Class A Shares 3.68% 24.50% 4/1/93
Class B Shares N/A -2.20% 4/4/94
The total return figures would be reduced if no effect were given to
the expense limitation previously in place.
</TABLE>
Other Quotations, Comparisons, and General Information
From time to time, in advertisements, in sales literature, or in
reports to shareholders, the past performance of the 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, Morgan Stanley Capital
International USA Index, an unmanaged index of U.S. domestic stock markets, or
other appropriate indices of Morgan Stanley Capital International ("MSCI"); the
Standard & Poor's 500 Stock Index ("S&P 500"), an unmanaged index of common
stocks; or the Dow Jones Industrial Average, a recognized unmanaged index of
common stocks of 30 industrial companies listed on the New York Stock Exchange.
B-21
<PAGE>
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, Consumer's Digest, Consumer Reports, Financial
World, Forbes, Fortune, Investors Business Daily, Kiplinger's Personal Finance
Magazine, Money Magazine, the New York Times, Smart Money, USA Today, U.S. News
and World Report, The Wall Street Journal and Worth may also be cited (if the
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 Systems, CDA/Wiesenberger Investment Companies Service, Donoghue's
Mutual Fund Almanac, Investment Company Data, Inc., Johnson's Charts, Kanon
Bloch Carre & Co., Micropal, Inc., Morningstar, Inc., Schabacker Investment
Management and Towers Data Systems.
In addition, from time to time, quotations from articles from financial
publications, such as those listed above, may be used in advertisements, in
sales literature or in reports to shareholders of the 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.
Automated Information Line
FactFone, 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 market funds; and
o dividends and capital gains distributions on all Pioneer mutual
funds.
Yields are calculated in accordance with standard formulas mandated by the
Securities and Exchange Commission.
In addition, by using a personal identification number (PIN),
shareholders may access their account balance and last three transactions and
may order a duplicate statement.
All performance numbers communicated through FactFone represent past
performance; 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 and Class B 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 of the Fund for the fiscal year ended
November 30, 1994 are contained in the Fund's annual report which is attached
hereto and incorporated herein by reference.
B-22
<PAGE>
APPENDIX A
ADDITIONAL GENERAL ECONOMIC INFORMATION
Market Capitalization
According to data as of December 31, 1994 supplied by Morgan Stanley
Capital International, capitalization of foreign equity markets has increased
dramatically since 1972. Investors not investing in stocks traded on non-U.S.
markets miss over 60% of the equity investment opportunities available
worldwide.
Market Capitalization
Year Non-U.S. U.S.
1974 44% 56%
1984 46% 54%
1994 64% 36%
2004* 89% 11%
-----------
* Projection calculated by PFD based on the historical rate of increase of
non-U.S. market capitalization as supplied by data from Morgan Stanley
Capital International.
Foreign and U.S. Market Performance
Overall, the performance of foreign securities markets, such as those in
the United Kingdom, Germany, Japan and France, has outpaced that of U.S.
securities markets. Although prices of international stocks fluctuate, they have
achieved a remarkably consistent long-term performance record. Of course, there
is no guarantee they will continue to perform as well as they have in the past.
1-A
<PAGE>
Pioneer International Growth Fund
<TABLE>
<CAPTION>
Date Initial Investment Offering Price Sales Charge Shares Purchased Net Asset Value Initial Net Asset
Included Per Share Value
<S> <C> <C> <C> <C> <C> <C>
3/25/93 $10,000 $15.92 5.75% 628.141 $15.00 $9,425
</TABLE>
Dividends and Capital Gains Reinvested
Value of Shares
Date From Investment From Cap. Gains From Dividends Total Value
Reinvested Reinvested
3/31/93 $9,422 $0 $0 $9,422
4/30/93 $9,667 $0 $0 $9,667
5/31/93 $10,170 $0 $0 $10,170
6/30/93 $10,584 $0 $0 $10,584
7/31/93 $10,804 $0 $0 $10,804
8/31/93 $11,727 $0 $0 $11,727
9/30/93 $11,715 $0 $0 $11,715
10/31/93 $12,795 $0 $0 $12,795
11/30/93 $13,134 $0 $0 $13,134
12/31/93 $14,020 $928 $20 $14,968
1/31/94 $14,856 $983 $21 $15,860
2/28/94 $14,629 $968 $21 $15,618
3/31/94 $13,436 $889 $19 $14,344
4/30/94 $13,749 $910 $20 $14,679
5/31/94 $13,869 $918 $20 $14,807
6/30/94 $13,190 $873 $19 $14,082
7/31/94 $13,661 $904 $20 $14,585
8/31/94 $14,234 $942 $20 $15,196
9/30/94 $14,102 $933 $20 $15,055
10/31/94 $14,297 $946 $20 $15,263
11/30/94 $13,536 $896 $19 $14,451
<PAGE>
COMPARATIVE PERFORMANCE STATISTICS-INTERNATIONAL FUNDS
<TABLE>
<CAPTION>
MSCI EAFE MSCI Europe 14 MSCI World IFC Composite S&P500
Net of Taxes Net of Taxes Net of Taxes
%Total Return %Total Return %Total Return %Total Return %TR
<S> <C> <C> <C> <C> <C>
Dec 1970 -11.66 -10.64 -3.09 N/A 4.01
Dec 1971 29.59 26.33 18.36 N/A 14.31
Dec 1972 36.35 14.40 22.48 N/A 18.98
Dec 1973 -14.92 -8.77 -15.24 N/A -14.66
Dec 1974 -23.16 -24.07 -25.47 N/A -26.47
Dec 1975 35.39 41.45 32.80 N/A 37.20
Dec 1976 2.54 -7.80 13.40 N/A 23.84
Dec 1977 18.06 21.90 0.68 N/A -7.18
Dec 1978 32.62 21.88 16.52 N/A 6.56
Dec 1979 4.75 12.31 10.95 N/A 18.44
Dec 1980 22.58 11.90 25.67 N/A 32.42
Dec 1981 -2.28 -12.46 -4.79 N/A -4.91
Dec 1982 -1.86 3.97 9.71 N/A 21.41
Dec 1983 23.69 20.96 21.93 N/A 22.51
Dec 1984 7.38 0.62 4.72 N/A 6.27
Dec 1985 56.16 78.93 40.56 27.74 32.16
Dec 1986 69.44 43.85 41.89 12.81 18.47
Dec 1987 24.63 3.66 16.16 13.53 5.23
Dec 1988 28.27 15.81 23.29 58.25 16.81
Dec 1989 10.54 28.51 16.61 54.67 31.49
Dec 1990 -23.45 -3.85 -17.02 -29.87 -3.17
Dec 1991 12.13 13.11 18.28 17.63 30.55
Dec 1992 -12.17 -4.71 -5.23 0.33 7.67
Dec 1993 32.56 29.28 22.50 68.18 9.99
Dec 1994 7.78 2.28 5.08 -0.76 1.31
Source for MSCI EAFE, IFC Composite, and S&P500: Ibbotson Associates
Source for MSCI Europe 14 and MSCI World: Lipper Analytical Services
</TABLE>
<PAGE>
APPENDIX B
OTHER PIONEER INFORMATION
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, 1994, PMC employed a professional investment staff of
46, with a combined average of 14 years' experience in the financial services
industry.
At December 31, 1994, there were 591,192 non-retirement shareholder
accounts and 337,577 retirement shareholder accounts in Pioneer's funds. Total
assets for all Pioneer Funds were $10,038,000,000 representing a total of
928,769 shareholder accounts.
1-B
<PAGE>
Pioneer
International
Growth Fund
Annual Report
November 30, 1994
<PAGE>
Dear Shareowners,
This second annual report for Pioneer International Growth Fund covers the
Fund's fiscal year ended November 30, 1994. Looking outside the United States
rewarded many investors over the past year, even though rising interest rates
cooled the world's financial markets and increased price volatility as the
year progressed.
How Your Fund Performed
For the 12 months ended November 30, 1994, Pioneer International Growth Fund
generated the following results:
* For investors in Class A shares -- Net asset value rose to $21.55 per share
on November 30, versus $20.91 one year earlier. The Fund distributed a
dividend of $0.03 per share and a capital gain of $1.39 per share in December
1993. Assuming reinvestment of the distributions, the Fund produced a
12-month total return of 10.03% and a lifetime average annual total return of
29.0%, based on net asset value. Your Fund's results outpaced the average
international growth fund. According to Lipper Analytical Services, an
independent mutual fund research firm, the average fund returned 9.53% for
the year and 14.60% since the Fund's inception, respectively. Lipper tracked
153 and 123 funds for the periods.
* For investors in Class B shares -- Net asset value increased to $21.45 per
share on November 30, versus its starting value of $21.06 on April 4, 1994.
Your Fund produced a total return of 1.85% during this period, assuming
shares were held through November 30.
For additional performance information, please turn to page 4.
On the whole, international stock markets performed well for the year. The
Morgan Stanley Capital International (MSCI) Europe, Australia, Far East
(EAFE) Index, an unmanaged measure of international stock markets, showed a
total return of 14.84% for the 12 months. This return outpaced your Fund for
the year, due in large part to the Index's 46% weighting in Japan. (Your Fund
is more diversified than the Index.) Both your Fund and the Index
outperformed the major investment benchmarks here at home. The Dow Jones
Industrial Average and the Standard & Poor's 500 Index, two unmanaged
measures of the U.S. stock market, gained 4.36% and 1.07% for the fiscal
year, respectively.
Rising Interest Rates Changed World Financial Markets
As your Fund's fiscal year began, U.S. interest rates were near their lowest
level in 20 years, with short-term rates around 3% and long-term rates under
7%. Many emerging countries' markets experienced an exceptionally prosperous
year, generating double-digit (and in some cases, triple-digit) returns for
the record number of investors who had moved into these markets in search of
high-growth potential. Emerging markets had become increasingly attractive
compared to mature countries, such as the United States and Japan, which were
experiencing sluggish economic growth and historically low interest rates.
One year later, economic growth in most developed nations had picked up and
short-term interest rates in the U.S. had risen to 5.5%, their highest level
in three years. (The Federal Reserve began hiking rates in February, moving
up rates six times during the Fund's fiscal year.) Higher U.S. rates led to
volatility in world financial markets. Emerging markets in particular
suffered from these rate increases; investors who had jumped quickly into
these markets began exiting just as hastily. The result was a huge outflow of
money from these countries, leading to increased volatility for all
international investors. Several emerging markets within Latin America and
Southeast Asia also suffered further declines in their markets as a result of
heightened economic and political instabilities.
In Europe, investors generally saw market conditions improve over the year,
with much of the Continent moving out of recession. Not only did the region
see economic growth, it also benefited from investors (who had been in the
more volatile emerging markets) taking solace in more established markets.
Japan, despite being in the midst of a political transformation and suffering
from periods of market declines, maintained a competitive market position,
particularly during the first half of the Fund's fiscal year. Japan's recent
strength is reflected by the higher value of the yen versus the U.S. dollar.
Japanese consumers particularly benefited from the stronger yen, enabling
them to purchase U.S. products more cheaply.
<PAGE>
How Pioneer Managed Your Fund
As we pursue Pioneer International Growth Fund's objective of long-term
capital growth, we try to find the best opportunities possible -- wherever
they may be. This is why we diversify into both established and emerging
markets; while one area may be experiencing stagnant growth, another may be
moving out of recession. Of course, certain risks, such as currency
fluctuations, as well as economic and political instabilities, remain an
unavoidable part of international investing, no matter what the foreign
market. Nonetheless, we feel the tradeoff of such risks is worthwhile,
especially given the superior long-term gains we believe are possible.
Sweden continues to hold our interest and remained the Fund's most
substantial country weighting in Europe (12% on November 30, 1994), with
several of the Fund's largest holdings. Sweden's multinational companies are
benefiting from increased exports and global growth, and are selling at
relatively low prices compared to the rest of Europe. Examples include Astra,
a drug company, and Volvo, an automotive producer. Finland also has shown
potential, experiencing a cyclical recovery that has created some good
values. We are impressed here by Nokia, a manufacturer of cellular hand sets.
The company already has benefited from strong global demand for its product
line, and it continues to be a low-cost competitor.
On the other hand, we have minimized investments in the United Kingdom to
just 1% of the portfolio at the Fund's fiscal year end. While the region
continues to enjoy low interest rates and inflation, many companies there
already have experienced higher earnings as a result of the improved economic
environment. For this reason we have not come across many undervalued U.K.
investments. Instead, we have found more opportunities in other areas of
Europe -- the previously mentioned countries, as well as France and Germany
-- whose economic recovery is not as far along as in the United Kingdom. We
expect these nations to follow the United Kingdom's lead in terms of economic
growth, and that companies within these areas, too, will experience positive
movement. One company we are especially attracted to is SAP, a German
software firm.
In emerging markets, we began to reduce the Fund's holdings in Latin America
and Southeast Asia, although the portfolio continued to have significant
exposure to these regions well into the fiscal year. As a result, the quick
and sharp downturns that occurred in some of these markets worked against the
Fund -- just as their previous growth had worked to the Fund's advantage.
Two areas we continue to favor, however, are Korea and Taiwan. While these
markets also suffered as U.S. interest rates rose, they benefited from
ongoing investment and support by local investors, which meant that liquidity
was less of a factor than in other emerging areas. In addition, Korean and
Taiwanese exporters gained significantly in competitiveness versus their
Japanese counterparts during 1993 and 1994, since their currencies moved in
line with the dollar. In Korea, we expect that the growing need for Asian
infrastructure development will benefit the steel industry and so we added
POSCO, a steel producer, to the portfolio. Another strong area for investment
is the communications industry; we took a position in Korea Mobile Telecom, a
cellular phone company. In Taiwan, we consider Tuntex, a textile
manufacturer, to be an attractive addition to the Fund's portfolio. Holdings
in Korea and Taiwan made up 5% and 4% of the portfolio at the end of the
period, respectively. Of course, these weightings will vary over time as
global valuations and our investment outlook inevitably shift.
As the year progressed, we began to take a more defensive position because of
the significant volatility and liquidity in emerging markets. We opted to
hold a higher amount of cash, as well as add to securities in established
markets such as Japan. In fact, we increased the Fund's weighting in Japanese
holdings to 13% on November 30, up from 0.5% one year earlier. We think the
country's improved market strength makes it a more appealing choice than many
lesser-developed markets, and we are looking to further augment portfolio
holdings there. Of course, we also recognize the volatility that exists
within the Japanese market, which is why we kept the majority of the Fund's
Japanese holdings hedged against currency fluctuations through the period's
end. The accompanying chart summarizes the Fund's geographical distribution
as of November 30, 1994.
<PAGE>
[Tabular Representation of Bar Chart]
Geographical Distribution
(as of November 30, 1994)
United Kingdom 1.4%
Netherlands 2.2%
Italy 2.7%
Sigapore/Malaysia 1.8%
Argentina 1.7%
Spain 1.7%
Switzerland 0.7%
Switzerland 0.7%
Sweden 11.5%
Finland 3.1%
Germany 3.4%
Phillippines 1.1%
Mexico 2.6%
Denmark 0.4%
Thailand 2.1%
Australia 1.3%
Korea 5.3%
Taiwan 4.1%
Hong Kong 5.7%
Indonesia 3.3%
France 5.1%
Columbia 0.7%
Japan 13%
India 1.9%
Looking Ahead
Near term, we expect concerns over additional U.S. interest rate increases to
affect financial markets worldwide. Emerging markets, in particular, may
continue to be volatile. Because fewer investors turn to lesser-developed
regions in times of uncertainty (in this case, over U.S. interest rates),
market liquidity could be an issue. Therefore, we expect to limit the Fund's
exposure to Southeast Asia and Latin America in the near future and increase
its exposure to Japan and Europe, especially since further U.S. interest rate
increases cannot be ruled out.
Of course, once U.S. interest rates stabilize, we think investors again will
seek opportunities in emerging regions, especially since stocks in many of
these markets will have become extremely cheap. After significant price
declines in 1994, we expect many good values to emerge in areas such as Hong
Kong, India and Mexico, and so our longer-term plans include moving back into
these areas. While we will remain mindful of volatility and liquidity, we are
nonetheless optimistic about the many values that exist around the world. We
remain committed to identifying the regions, sectors and individual companies
we believe can offer value to Fund shareowners.
Please refer to the following pages for audited financial statements and the
complete list of portfolio holdings as of November 30, 1994. If you have any
questions about your investment in Pioneer International Growth Fund, please
contact your investment representative, or call Pioneer at 1-800-225-6292.
Respectfully submitted,
[Signature of John F. Cogan, Jr.]
John F. Cogan, Jr.
Chairman and President,
Pioneer International Growth Fund
January 20, 1995
<PAGE>
Growth of a $10,000 Investment*
This chart shows the growth of a $10,000 investment made in Pioneer
International Growth Fund (Class A) at public offering price, compared to the
growth of the MSCI EAFE Index.+
PIONEER INTERNATIONAL GROWTH FUND (CLASS A)
Average Annual Total Returns
(as of November 30, 1994)
Life of Fund
1 Year (3/25/93)
Net Asset Value 10.03% 29.00%
Public Offering Price* 3.68 24.50
[Tabular Representation of Line Graph]
<TABLE>
<CAPTION>
3/93+ 5/93 8/93 11/93 2/94 5/94 8/94 11/94
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pioneer International Growth Fund (Class A) 10,000 10,584 11,715 14,968 14,344 14,082 15,055 14,451
MSCI EAFE Index 10,000 11,006 11,736 11,837 12,251 12,877 12,889 12,679
</TABLE>
*Reflects deduction of the maximum 5.75% sales charge at the beginning of the
period and assumes reinvestment of distributions at net asset value.
Growth of a $10,000 Investment**
This chart shows the growth of a $10,000 investment made in Pioneer
International Growth Fund (Class B), compared to the growth of the MSCI EAFE
Index.+
PIONEER INTERNATIONAL GROWTH FUND (CLASS B)
Average Annual Total Returns
(as of November 30, 1994)
Life of Fund
(4/4/94)
Return If Not Redeemed 1.85%
Return If Redeemed** -2.15
[Tabular Representation of Line Graph]
<TABLE>
<CAPTION>
4/94+ 5/94 6/94 7/94 8/94 9/94 10/94 11/94
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pioneer International Growth Fund (Class B) 10,000 10,087 9,584 9,922 10,329 10,229 10,366 9,441
MSCI EAFE Index 10,000 9,942 10,083 10,180 10,421 10,092 10,428 9,927
</TABLE>
**Reflects deduction of the maximum 4.0% Contingent Deferred Sales Charge at
the end of the period.
+Index comparisons begin March 31, 1993, for Class A shares and April 30,
1994, for Class B shares.
The Morgan Stanley Capital International (MSCI) Europe, Australia, Far East
(EAFE) Index is an unmanaged, market capitalization-weighted measure of
international stock markets. The Index includes Australia, Austria, Belgium,
Denmark, Finland, France, Germany, Hong Kong, Italy, Japan, the Netherlands,
New Zealand, Norway, Singapore/Malaysia, Spain, Sweden, Switzerland, and the
United Kingdom. Index returns are calculated monthly, assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees, expenses or
sales charges. You cannot invest directly in the Index.
Past performance does not guarantee future results. Return and principal
fluctuate, and your shares when redeemed may be worth more or less than their
original cost.
<PAGE>
STATEMENT OF INVESTMENTS--PIONEER INTERNATIONAL GROWTH FUND--November 30, 1994
<TABLE>
<CAPTION>
Principal Market
Amount Value
<S> <C> <C>
CONVERTIBLE CORPORATE BONDS--1.21%
$ 500,000 Cheng Loong Co., Conv. Bond, 2.50%, 10/11/01 $ 470,000
800,000 Teco Electric & Machine, Conv. Bond, 2.75%, 4/15/04 762,000
1,130,000 United Micro Electronics, Conv. Bond, 1.25%, 6/8/04 1,630,025
750,000 Yangming Marine, Conv. Bond, 2.00%, 10/6/01 806,250
TOTAL CONVERTIBLE CORPORATE BONDS (Cost $3,533,763) $ 3,668,275
Shares PREFERRED STOCKS--4.58%
33,070 Coryo Securities Ltd Pfd $ 457,803
100,196 News Corp Ltd, Voting Pfd 348,247
35,000 Nokia AB OY Pfd 4,783,720
5,000 Nokia AB Corp. ADR Pfd 349,375
14,815 SAP AG Pfd 7,939,726
TOTAL PREFERRED STOCKS (Cost $13,097,657) $13,878,871
COMMON STOCKS--72.69%
BASIC INDUSTRIES--7.07%
Chemicals--1.35%
175,000 Chemicals & Plastics India* $ 1,337,793
45,000 European Vinyls Corp Intl 1,967,109
2,200 Kothari Sugars & Chemicals 4,730
6,000 Sakthi Sugars 21,022
780,000 Shanghai Chlor--Alkali Chemical Company 201,240
1,700,000 Yizheng Chemical Fibre Company Ltd 571,514
$ 4,103,408
Containers--0.81%
73,000 Toyo Seikan Kaisha $ 2,465,443
Iron & Steel--3.71%
78,200 China Steel Corporation GDR $ 1,524,900
95,000 Hoganas AB-B 1,512,202
42,500 Koninklijke Nederlandsche Hoogovens en Staalfabrieken N.V. 1,765,902
61,000 MM Forgings 160,296
73,000 Outokumpu OY 1,353,336
41,500 Pohang Iron & Steel Company Ltd 4,169,063
300,000 Sahaviriya Steel Industry 766,329
$11,252,028
Metals & Mining--0.77%
57,000 Broken Hill Proprietary Company Ltd $ 817,870
23,000 Eramet* 1,515,887
$ 2,333,757
Paper Products--0.25%
342 Hansol Paper GDS $ 9,747
700,000 PT Indah Kiat Pulp & Paper Corporation 739,024
$ 748,771
Tire & Rubber--0.18%
365,000 PT Andayani Megah $ 544,514
TOTAL BASIC INDUSTRIES $21,447,921
CAPITAL GOODS--11.90%
Construction, Building Materials & Engineering--7.98%
650,000 Bandar Raya Developments Bhd $ 1,159,851
23,000 Bouygues 2,435,332
331,000 Cheung Kong (Holdings) Ltd 1,378,123
12,000 Compagnie de Saint Gobain 1,444,481
458,500 Filinvest Land Inc.* 180,709
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
Market
Shares Value
<S> <C> <C>
Construction, Building Materials & Engineering--Continued
12,000 Fomento de Construcciones y Contratas SA $ 1,187,593
43,181 Grupo Tribasa, S. A. ADR* 1,419,575
50,947 Hocheng Group Corp. ADR 1,222,728
628,000 Hong Kong Land Holdings Ltd 1,303,284
1,700,000 Hopewell Holdings 1,472,746
238,000 Kajima Corp. 2,067,263
5,600 Mannesmann AG 1,463,119
49,500 Metra OY 1,414,152
145,000 NBM--Amstelland NV 1,526,843
351,000 PT Semen Cibinong 1,176,149
126,182 SM Prime Holdings Inc. GDR* 1,829,639
415,000 Unicem di Risp 1,277,461
65,200 Unitech Limited 236,232
$24,195,280
Producer Goods--3.92%
1,800 Buderus AG $ 797,196
1,930 Fischer (Geo) AG Bearer 2,211,534
280,000 Minebea Co., Ltd 2,270,692
100,000 Premier Instruments 923,714
378,000 PT Kabelmetal Indonesia 472,814
230,000 Shanghai Diesel Engine Co. Ltd--B Shares* 209,300
157,000 SKF AB B Free 2,780,262
141,000 Toto Ltd 2,224,177
$11,889,689
TOTAL CAPITAL GOODS $36,084,969
CONSUMER DURABLES--7.08%
Consumer Durables--0.09%
405,000 Shenzhen China Bicycles Co.--A $ 261,836
2,000 TVS Whirlpool Ltd. 3,026
$ 264,862
Motor Vehicles--6.99%
3,000 Bayerische Motoren Werke AG $ 1,443,365
570,000 Fiat SpA di Risp 1,224,334
143,000 Honda Motor Co. 2,400,324
31,600 Kia Motors Corp. GDS* 632,000
21,000 Peugeot SA 3,073,979
645,000 PT Astra International Inc. 1,287,898
47,000 Renault SA* 1,582,018
496,000 Volvo (AB) 'B' Free 9,540,135
$21,184,053
TOTAL CONSUMER DURABLES $21,448,915
CONSUMER NON-DURABLES--8.76%
Agriculture & Food Manufacturing--1.88%
296 Hillsdown Holdings Plc $ 765
3,000 KCP Limited 15,576
211,000 Nisshin Flour Milling 2,346,934
40,000 President Enterprise GDR* 830,000
535,000 PT Japfa Comfeed Indonesia 736,729
495,000 PT Sinar Mas Agro Resources & Technology 704,368
26,438 Tongyang Confectionary Co. 1,058,052
$ 5,692,424
The accompanying notes are an integral part of these financial statements.
<PAGE>
Consumer Luxuries--0.07%
660,000 Shanghai Hero Co. Ltd--B Shares* $ 225,060
Retail Food--0.47%
567,710 Iceland Group Plc $ 1,423,363
Retail Non-Food--2.34%
180,000 Chiyoda Co. $ 2,402,548
3,250 Galeries Lafayette 1,439,279
833,000 Sime Darby (Hong Kong) Ltd 893,979
234,000 Sumitomo Corp. 2,366,146
$ 7,101,952
Retail--General--0.35%
293,500 Siam Makro Public Co. Ltd* $ 1,054,302
Textiles/Clothes--3.65%
45,000 Garden Silk Mills Ltd GDR $ 455,850
61,400 Indian Rayon & Industries Ltd GDS 1,135,900
76,500 JCT Ltd GDS 1,300,883
203,000 Kuraray Co. Ltd 2,401,638
81,000 Precot Mills 1,161,013
299,000 Sanghi Polyesters Ltd GDR 1,683,370
570,000 Shanghai Lianhua Fibre Corp. 313,500
800 Super Spinning Mills 8,664
241,481 Tuntex Distinct GDS 2,595,921
$11,056,739
TOTAL CONSUMER NON-DURABLES $26,553,840
ENERGY--1.04%
Oil & Gas--1.04%
74,000 Capex, S.A.* $ 640,516
87,200 Repsol, S.A. 2,510,379
$ 3,150,895
TOTAL ENERGY $ 3,150,895
FINANCIAL--13.50%
Commercial Bank--8.60%
277,000 Australia & New Zealand Banking Group Ltd $ 843,476
83,490 Banco Frances del Rio de la Plata S.A. 726,835
141,000 Banco Frances del Rio de la Plata S.A. ADR 3,666,000
100,000 Banco Ganadero S. A. ADR* 2,250,000
260,000 Banco Nacional de Mexico S.A. (Banamex) 1,832,532
11,000 Banco Popular Espanol SA 1,383,464
133,000 Dai-Ichi Kangyo Bank 2,366,955
301,000 Grupo Financiero Banorte Class B 1,192,253
2,370 Korea Exchange Bank 30,125
96,000 Mitsubishi Bank 2,145,306
842,000 PT Bank Dagang Nasional Indo 1,545,982
532,500 PT Bank International Indonesia 1,808,772
1,130,000 Siam City Bank Ltd 1,420,703
805,500 Skandinaviska Enskilda Banken 4,882,999
$26,095,402
Finance--Miscellaneous--1.31%
209,161 HSBC Holdings Plc $ 2,328,389
878,400 Industrial Finance Corp. of Thailand 1,647,800
$ 3,976,189
The accompanying notes are an integral part of these financial statements.
<PAGE>
Insurance--General--2.41%
97,000 QBE Insurance Group Ltd $ 328,188
61,000 Societe Centrale des Assurances Generales de France 2,628,895
426,800 Trygg-Hansa Spp Holding 4,359,333
$ 7,316,416
Investment--1.05%
210,000 Nikko Securities Co. $ 2,229,637
330,000 TA Enterprise Berhad 949,129
440 Tongyang Securities Co. 8,361
$ 3,187,127
Real Estate--0.13%
170,400 Bangkok Land Co. Ltd $ 380,866
TOTAL FINANCIAL $ 40,956,000
SERVICES--5.85%
Broadcasting & Media--1.28%
75,000 Cosmo Films Ltd $ 310,559
200,392 News Corporation Ltd 801,275
28,000 Societe Television Francaise 1 2,720,290
1,080 United Newspapers Plc 8,614
3,200 Zee Telefilms Ltd 25,992
$ 3,866,730
Health Services & Personal Care--0.35%
340,000 Takare Plc $ 1,076,216
Hotel & Restaurant--0.00%
400 Sterling Holiday Resorts $ 1,593
Pharmaceuticals--4.22%
385,000 Astra AB A-Free $ 10,367,203
235,000 Dainippon Pharmaceutical 2,423,783
$ 12,790,986
TOTAL SERVICES $ 17,735,524
TECHNOLOGY--3.91%
Electronics--3.14%
136,000 Canon Inc. $ 2,351,585
31,750 Goldstar Industrial Systems New Common 1 1,427,471
200,000 NEC Corp. 2,325,699
5,000 Samtel Colour Ltd 13,537
41,000 Sony Corp. 2,176,551
59,700 Videocon Intl Ltd GDR 313,425
50,000 Yageo Corporation GDR 912,500
$ 9,520,768
Photo/Instrumentation--0.77%
105,000 Fuji Photo Film Ord. $ 2,335,811
TOTAL TECHNOLOGY $ 11,856,579
TRANSPORTATION--2.57%
Air Transport--0.26%
500,000 Modiluft Ltd* $ 776,398
Ships & Shipping--2.31%
70,000 Finnlines OY $ 1,481,874
342,500 Great Eastern Shipping Co. 763,657
85,400 Great Eastern Shipping Co. GDR 950,075
58,000 IHC Caland 1,370,032
5,070,000 Shanghai Haixing Shipping 963,673
370,000 Shekou Zhaosheng Harbour Serv. Holdings Co. Ltd 238,730
The accompanying notes are an integral part of these financial statements.
<PAGE>
Ships & Shipping--Continued
245,750 Stena Line AB--B Free $ 1,235,485
$ 7,003,526
TOTAL TRANSPORTATION $ 7,779,924
UTILITIES--5.39%
Electric Utility--1.15%
43,100 Huaneng Power Intl. Inc. ADR* $ 743,475
74,500 Korea Electric Power Corp. 2,733,042
$ 3,476,517
Telecommunications--4.24%
35,000 Advanced Info Services Plc $ 536,431
3,480 Korea Mobile Telecom Corp. 2,629,599
46,000 Loxley Company Ltd 763,775
26,500 Philippine Long Distance ADR 1,358,125
21,200 PT Indosat ADR 805,600
2,175,000 Telecom Italia SpA 5,633,049
44,000 Tele Danmark ADR 1,138,500
$ 12,865,079
TOTAL UTILITIES $ 16,341,596
MISCELLANEOUS--5.63%
Conglomerates & Holding Companies--5.63%
970,000 Berjaya Group Berhad $ 1,313,324
595,000 Citic Pacific Ltd 1,507,917
50,000 Desc Sociedad de Fomento Industrial SA de CV 'B' Shares 393,185
43,243 Desc Sociedad de Fomento Industrial SA de CV 'C' Shares 321,158
17,500 Desc SA ADR 511,875
78,000 Dunlop Estates Berhad 221,287
405,000 First Capital Corporation Ltd--Singapore 1,322,336
2,150,000 First Pacific Co. 1,487,293
150,000 Grupo Sidek SA de CV Series B 642,202
92,000 Grupo Sidek Series L ADR 1,564,000
412,802 Jardine Matheson Holdings Ltd 2,815,584
1,310,000 Jardine Strategic Holdings Ltd 4,217,692
294,865 Pacific Dunlop Ltd 766,369
$ 17,084,222
TOTAL MISCELLANEOUS $ 17,084,222
TOTAL COMMON STOCKS (Cost $229,820,691) $220,440,385
Units RIGHTS & WARRANTS--0.01%
355,000 PT Andayani Megah (foreign) Rights 1/2/95 $ 40,738
500 Sterling Holiday Rights 12/31/94 1,035
2 Swiss Bank Corp Regd. Warrants 6/30/95 11
TOTAL RIGHTS & WARRANTS (Cost $93,592) $ 41,784
UNITS--0.36%
60,000 South Indian Viscose (Each unit consists of 3 common share GDRs and
1 warrant) $ 1,080,000
TOTAL UNITS (Cost $1,376,295) 1,080,000
TOTAL INVESTMENT IN SECURITIES (Cost $247,921,998) $239,109,315
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
Principal Market
Amount Value
<S> <C> <C>
TEMPORARY CASH INVESTMENTS--19.84%
COMMERCIAL PAPER--19.84%
$12,221,000 American Express, 5.30%, 12/1/94 $ 12,231,805
10,000,000 Chevron Oil Finance Co., 5.53%, 12/7/94 10,001,537
9,789,000 Exxon Asset Management, 5.51%, 12/6/94 9,792,000
9,508,000 Ford Motor Credit, 5.50%, 12/2/94 9,512,361
8,000,000 Household Finance Corp, 5.50%, 12/5/94 8,003,671
10,635,000 Norwest Financial, 5.56%, 12/8/94 10,636,644
TOTAL TEMPORARY CASH INVESTMENTS $ 60,178,018
ALL OTHER ASSETS, LESS LIABILITIES--1.31% $ 3,981,573
TOTAL NET ASSETS --100.0% $303,268,906
</TABLE>
*represents non-income producing securities
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE SHAREHOLDERS AND THE BOARD OF TRUSTEES OF PIONEER INTERNATIONAL GROWTH
FUND:
We have audited the accompanying balance sheet, including the schedule of
investments, of Pioneer International Growth Fund, as of November 30, 1994,
and the related statement of operations, statement of changes in net assets
and financial highlights for the periods presented. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1994, by correspondence with the
custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Pioneer International Growth Fund as of November 30, 1994, and the results of
its operations, the changes in its net assets and financial highlights for
the periods presented, in conformity with generally accepted accounting
principles.
Boston, Massachusetts, ARTHUR ANDERSEN LLP
January 11, 1995
The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER INTERNATIONAL GROWTH FUND
BALANCE SHEET--November 30, 1994
<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investments in securities, at market value (identified cost $247,921,998 and cost for federal
income tax purposes $249,102,037; see Schedule of Investments and Notes 1, 2 and 3) $239,109,315
Temporary cash investments, at approximate market value (see Schedule of Investments and Note
1) 60,178,018
Foreign currency holdings, at value (Note 1) 1,875,442
Receivables--
Investment securities sold, at value (Note 1) 23,264,733
Trust shares sold 2,153,982
Dividends, interest and foreign taxes withheld, at value (Note 1) 390,605
Foreign currency hedge contracts, closed--net (Notes 1 and 7) 214,293
Foreign currency hedge contracts, open--net (Notes 1 and 7) 922,966
Other 8,458
Total assets $328,117,812
LIABILITIES:
Payables--
Due to bank $ 995,878
Investment securities purchased, at value (Note 1) 22,578,637
Trust shares repurchased 425,161
Accrued expenses:
Management fee 248,062
Other (Notes 4, 5 and 6) 601,168
Total liabilities $ 24,848,906
NET ASSETS:
Paid-in capital $297,892,450
Accumulated undistributed net realized gain on investments, forward foreign currency hedge
contracts and other foreign currency related transactions (Note 8) 13,336,189
Net unrealized loss on investments (net of reserve for capital gain taxes) (Notes 1 and 2) (8,883,276)
Net unrealized gain on forward foreign currency hedge contracts and other foreign currency
related transactions (Note 1) 923,543
Total Net Assets $303,268,906
Net Asset Value Per Share:
Class A--(based on $282,032,712/13,086,363 shares of beneficial interest
outstanding--unlimited number of shares authorized) $21.55
Class B--(based on $21,236,194/990,058 shares of beneficial interest
outstanding--unlimited number of shares authorized) $21.45
Maximum Offering Price:
Class A $22.86
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER INTERNATIONAL GROWTH FUND
STATEMENT OF OPERATIONS
For the Year Ended November 30, 1994
<TABLE>
<CAPTION>
<S> <C> <C>
INVESTMENT INCOME (Note 1):
Dividends (net of foreign taxes withheld of $573,074) $ 5,061,816
Interest 1,292,563
Total investment income $ 6,354,379
EXPENSES:
Management fees (Note 4) 2,256,822
Distribution fees (Note 6)
Class A 533,084
Class B 66,254
Transfer fees (Note 5)
Class A 452,050
Class B 14,078
Registration fees 74,763
Professional fees 108,644
Accounting 289,040
Custodian fees 555,246
Printing 26,908
Fees and expenses of trustees 6,023
Miscellaneous expenses 89,624
Total operating expenses $ 4,472,536
Net investment income $ 1,881,843
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FORWARD FOREIGN CURRENCY
HEDGE CONTRACTS AND OTHER FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain/(loss) from:
Investments and other foreign currency related transactions--(net of
capital gain taxes of $171,503) (Note 1) $16,993,292
Forward foreign currency hedge contracts (Note 1 and 2) (4,492,344) $ 12,500,948
Net unrealized gain (loss) from:
Decrease in net unrealized gain on investments (net of reserve for capital
gain taxes of $70,593) (Note 1) ($14,208,645)
Increase in net unrealized gain on forward foreign currency hedge
contracts and other foreign currency related transactions (Notes 1, 2
and 7) 245,179 (13,963,466)
Net loss on investments, forward foreign currency hedge contracts and
other foreign currency related transactions $ (1,462,518)
Net increase in net assets resulting from operations $ 419,325
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER INTERNATIONAL GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
For the Year Ended November 30, 1994 and Period Ended November 30, 1993
<TABLE>
<CAPTION>
Year Ended Period Ended
November 30, November 30,
1994 1993
<S> <C> <C>
FROM OPERATIONS:
Net investment income (loss) $ 1,881,843 $ (109,920)
Net realized gain on investments, forward foreign currency
hedge contracts and other foreign currency related
transactions 12,500,948 5,613,768
Net unrealized gain (loss) on investments, forward foreign
currency hedge contracts and other foreign currency related
transactions (13,963,466) 6,003,733
Net increase in net assets resulting from operations $ 419,325 $ 11,507,581
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
In excess of net investment income--($0.03 per share) $ (141,256) $ 0
From net realized capital gains ($1.39 per share) (6,409,195) 0
Decrease in net assets resulting from distributions to
shareholders $ (6,550,451) $ 0
FROM TRUST SHARE TRANSACTIONS:
Net proceeds from sale of shares $314,570,208 $ 85,064,700
Net asset value of shares issued to shareholders in
reinvestment of dividends 5,796,000 0
Cost of shares repurchased (97,889,597) (10,648,861)
Increase in net assets resulting from trust share
transactions $222,476,611 $ 74,415,839
Net increase in net assets $216,345,486 $ 85,923,420
NET ASSETS:
Beginning of period 86,923,420 1,000,000
End of period (including accumulated net investment loss of
$0 and ($387,977), respectively) $303,268,906 $ 86,923,420
</TABLE>
<TABLE>
<CAPTION>
Year Ended November 30, Period Ended November 30,
1994 1993
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
CLASS A
Shares sold 13,001,452 $290,807,756 4,638,587 $ 85,064,700
Shares issued to shareholders in reinvestment of
distributions 275,866 5,796,000 0 0
Less shares repurchased (4,348,049) (95,939,185) (548,160) (10,648,861)
Net increase 8,929,269 $200,664,571 4,090,427 $ 74,415,839
CLASS B*
Shares sold 1,078,378 $ 23,762,452
Less shares repurchased (88,320) (1,950,412)
Net increase 990,058 $ 21,812,040
</TABLE>
*Class B shares were offered publicly on April 4, 1994.
The accompanying notes are an integral part of these financial statements.
<PAGE>
PIONEER INTERNATIONAL GROWTH FUND
FINANCIAL HIGHLIGHTS
Selected Data for a Share Outstanding for the Periods Presented(+)
<TABLE>
<CAPTION>
Year April 1, 1993
Ended to
November 30 November 30
1994 1993*
<S> <C> <C>
CLASS A
Net asset value, beginning of period $ 20.91 $ 15.00
Income from investment operations:
Net Investment income (loss) $ 0.19 $ (0.03)
Net realized and unrealized gain (loss) on investments, forward
foreign currency hedge contracts and other foreign currency
related transactions 1.87 5.94
Total income (loss) from investment operations $ 2.06 $ 5.91
Distribution to shareholders:
In excess of net investment income (loss) (0.03) --
Net realized capital gains (1.39) --
Net increase (decrease) in net asset value $ (0.64) $ 5.91
Net asset value, end of period $ 21.55 $ 20.91
Total return** 10.03% 39.40%
Ratio of net operating expenses to average net assets 1.95% 1.73%***
Ratio of net investment income (loss) to average net assets 0.84% (0.48%)***
Portfolio turnover rate 274.89% 184.69%***
Net assets, end of period (in thousands) $ 282,033 $86,923
Ratios assuming no waiver of management fees or assumption of
expenses by PMC:
Net operating expenses -- 2.88%***
Net investment loss -- (1.63%)***
</TABLE>
<TABLE>
<CAPTION>
April 4, 1994
to November 30,
1994
<S> <C>
CLASS B****
Net asset value, beginning of period $ 21.06
Income from investment operations:
Investment income (loss)--net $ 0.06
Net realized and unrealized gain (loss) on investments, forward
foreign currency hedge contracts and other foreign currency
related transactions 0.33
Total income (loss) from investment operations $ 0.39
Distribution to shareholders --
Net increase (decrease) in net asset value $ 0.39
Net asset value, end of period $ 21.45
Total return** 1.85%
Ratio of net operating expenses to average net assets 3.02%
Ratio of net investment income (loss) to average net assets 0.72%
Portfolio turnover rate 274.89%
Net assets, end of period (in thousands) $ 21,236
</TABLE>
(+)The per share data presented above is based upon average shares
outstanding and average net assets for the periods presented.
*See Note 1. G. of the Notes to the Financial Statements.
**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 were offered publicly on April 4, 1994.
The accompanying notes are an integral part of these financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS--November 3, 1994
1. Pioneer International Growth Fund (the Fund) is a Massachusetts business
trust organized on October 26,1992 and is registered under the Investment
Company Act of 1940 as a diversified, open-end management company.
The Board of Trustees ("Trustees") has authorized the issuance of two classes
of the Fund, designated as Class A and Class B shares. Class B shares were
first publicly offered on April 4, 1994. Shares issued and outstanding prior
to April 4, 1994 were designated as Class A shares. The shares of each class
represent an interest in the same portfolio of investments of the Fund and
have equal rights to voting, redemption, dividend and liquidation, except
that each class of shares can bear different transfer agent and distribution
fees and have exclusive voting rights with respect to the distribution plans
that have been adopted by holders of Class A and Class B shares,
respectively.
The following is a summary of significant accounting policies of the Fund,
which are in conformity with those generally accepted in the investment
company industry:
A. Investment Securities--Security transactions are recorded on the date the
securities are purchased or sold. Each day, investments in securities are
valued at the last sale price on the principal exchange where they are
traded. Securities that have not traded on the date of valuation or
securities for which sales prices are not generally reported are valued at
the mean between the last bid and asked prices. Securities for which market
quotations are not readily available will be valued at their fair value as
determined by or under the direction of the Trustees. Trading in foreign
securities is substantially completed each day at various times prior to the
close of the New York Stock Exchange. The value of such securities used in
computing the net asset value of the Fund's shares are determined as of such
times. It is the Fund's policy to provide a reserve against net unrealized
capital gains earned on certain foreign securities held by the Fund, on a
daily basis. Temporary investments are stated at cost plus accrued interest,
which approximates market value. Dividend income is recorded on the
ex-dividend date and interest income is recorded on the accrual basis net of
unrecoverable foreign taxes withheld at the applicable country rates.
Gains and losses from sales of investments are calculated on the "identified
cost" method for both financial reporting and federal income tax purposes. It
is the practice of the Fund to first select for sale those securities which
have the highest cost and also qualify for long- term capital gain or loss
treatment for tax purposes. In addition, net realized capital gains on
securities in certain countries give rise to capital gains taxes. The Fund
paid $171,503 in capital gains taxes on gains realized on the sale of certain
foreign securities during the year ended November 30, 1994.
B. Federal Taxes--It is the Fund's policy to comply with the requirements of
the Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income and net realized capital gains, if any,
to its shareholders. Therefore, no federal income tax provisions are
required.
The characterization of distributions to shareholders for financial
reporting purposes is generally determined in accordance with income tax
rules. Therefore, the source of a portfolio's distributions may be shown in
the accompanying financial statements as either from or in excess of net
investment income or net realized gain on investment transactions, or from
capital, depending on the type of book/tax differences that may exist.
C. Trust Shares--The Fund records sales and repurchases of its trust shares
on the trade date. Net losses, if any, as a result of cancellations are
absorbed by Pioneer Funds Distributor, Inc. (PFD), the principal underwriter
for the Fund and a wholly owned subsidiary of The Pioneer Group, Inc. (PGI).
PFD earned $324,413 in underwriting commissions on the sale of trust shares
of the Fund during the year ended November 30, 1994. Dividends and
distributions to shareholders are recorded as of the ex-dividend date.
Dividends paid by the Fund, if any, with respect to each class of shares are
calculated in the same manner, at the same time and on the same day and are
in the same amount, except that Class A and Class B shares can bear different
transfer agent and distribution fees. As of November 30, 1994, no dividends
had been paid to the Class B shareholders.
D. Foreign Currency Translation--The books and records of the Fund are
maintained in U.S. dollars. Amounts denominated in foreign currencies are
translated into U.S. dollars on the following basis:
<PAGE>
(i) investment securities, other assets and liabilities initially
expressed in foreign currencies--converted each business day into U.S.
dollars based upon current exchange rates;
(ii) purchases and sales of foreign securities, income and
expenses--converted into U.S. dollars based upon currency exchange rates
prevailing on the respective dates of such transactions; and
(iii) foreign currencies held--converted at the rate of exchange of such
currencies against U.S. dollars.
Upon the purchase or sale of a security denominated in a foreign currency,
the Fund may enter into forward currency contracts for the purchase or sale,
for a fixed amount of U.S. dollars, of the amount of foreign currency
involved in the underlying security transaction.
Net realized and unrealized gain (loss) on foreign currency related
transactions other than forward foreign currency hedge contracts generally
represents: (1) foreign exchange gains and losses from the sale and holdings
of foreign currencies, (2) gain and losses between trade date and settlement
date on investment securities transactions and forward foreign currency
settlement contracts related to these transactions, (3) gains and losses from
the difference between amounts of interest and dividends recorded and the
amount actually received.
At November 30, 1994, the unrealized gains (losses) on foreign currency
related transactions other than forward foreign currency hedge contracts
were:
<TABLE>
<CAPTION>
Market Unrealized
Cost Value Gains
<S> <C> <C> <C>
Foreign currency
holdings $ 1,873,809 $ 1,875,442 $1,633
Receivables:
Investment
Securities
Sold 23,264,208 23,264,733 525
Dividends,
foreign taxes
and interest 389,144 390,605 1,461
25,527,161 25,530,780 3,619
Payables--
Investment
securities
purchased 22,575,595 22,578,637 3,042
Net unrealized
gain--other
foreign
currency
transactions $ 2,951,566 $ 2,952,143 $ 577
</TABLE>
E. Forward Foreign Currency Hedge Contracts--The Fund is authorized to enter
into forward foreign currency hedge contracts (contracts) for the purchase of
a specific foreign currency at a fixed price on a future date as a hedge or
cross-hedge against either specific investment transactions or portfolio
positions. All commitments are "marked-to-market" daily at the applicable
translation rates, and any resulting unrealized gains or losses are recorded
in the Fund's financial statements. The Fund records realized gains or losses
at the time the contract is offset by entry into a closing transaction or
extinguished by delivery of the currency. Risks may arise upon entering into
these contracts from the potential inability of counterparties to meet the
terms of their contracts and from unanticipated movements in the value of
foreign currency relative to the U.S. dollar (See Note 7).
F. Class Allocations--Distribution expenses are calculated based on the
average daily net asset value attributable to Class A and Class B shares of
the Fund, respectively. Shareholders of Class A and Class B share all
expenses and fees paid to the transfer service organization, Pioneering
Services Corporation (PSC), for their services, which are allocated based on
the number of accounts in each class and the ratable allocation of related
out of pocket expenses (See Note 5). Income, common expenses and realized and
unrealized gains (losses) are calculated at the fund level and allocated
daily to each class of share based on the respective percentage of adjusted
net assets at the beginning of the day.
G. Reclassifications--Certain reclassifications have been made to the 1993
balances to conform with the 1994 presentation.
2. At November 30, 1994, the total cost of securities for federal income tax
purposes was $249,102,037. The difference from total cost on a financial
reporting basis results from wash sale losses, which are not recognized for
federal income tax purposes. Aggregate gross unrealized gain on securities in
which there was an excess of market value over tax cost was $7,441,196.
Aggregate gross unrealized loss on securities in which there was an excess of
tax cost over market value was $17,443,092. Net unrealized loss for tax
purposes was $10,001,898.
For the year ended November 30, 1994, net realized gain on a financial
reporting basis and on a tax basis was $12,500,948 and $19,107,674,
respectively. The difference in net realized gain results from realized
losses on forward
<PAGE>
foreign currency exchange contracts (contracts) included in net capital gain
on a financial reporting basis, but considered ordinary income on a tax basis
and the realization of wash sale losses previously not recognized for federal
income tax purposes net of wash sale losses incurred during the year. At
November 30, 1994, undistributed net realized gain on investments on a
financial reporting basis and on a tax basis amounted to $13,336,189 and
$15,448,371, respectively. The difference in undistributed net realized gains
on investments and contracts results from realized contract loss recognized
as ordinary income for tax purposes, the realization of wash sale losses net
of wash sale losses previously not recognized for federal income tax
purposes, and the reclassification of tax operating losses to realized net
capital gains.
During the year ended November 30, 1994, net investment income on a financial
reporting basis was $1,881,843 net investment loss on a tax basis was
$3,228,343, respectively. The difference in net investment loss results
primarily from realized contract losses and certain unrealized contract gains
considered ordinary income for tax purposes, respectively. At November 30,
1994, undistributed net investment loss on a financial reporting and tax
basis amounts to $0.
3. During the year ended November 30,1994, the cost of purchases and the
proceeds from sales of investments, other than temporary cash investments,
were $701,460,923 and $548,159,796, respectively.
4. Pioneering Management Corporation (PMC) is the Funds' investment adviser
and a wholly-owned subsidiary of PGI. Management fees earned by PMC are
calculated daily at the annual rate of 1.00% of the Fund's average daily net
assets up to $300,000,000, 0.85% of the next $200,000,000 and 0.75% of such
assets in excess of $500,000,000.
PMC furnishes investment advice, provides facilities and office equipment,
and pays executive salaries and certain other operating expenses under the
management agreement. No officer of the Fund receives any compensation
directly from the Fund. All officers of the Fund are directors and/or
officers of the investment adviser and/or principal underwriter. In addition,
certain other services and costs, including accounting, regulatory reporting
and insurance premiums, are paid by the Fund under the management agreement.
These expenses are reviewed annually by the Fund's Board of Trustees and
billed to the Fund monthly by PMC based upon the actual costs incurred in
providing these services. Included in Accrued expenses--Other is $14,034 in
accounting fees due to PMC at November 30, 1994.
5. PSC, a wholly-owned subsidiary of PGI, provides substantially all transfer
agent and shareholder services to the Fund, at negotiated rates. Included in
Accrued expenses--Other is $65,102 in transfer fees payable to PSC at
November 30, 1994.
6. The Fund has adopted a Plan of Distribution for both Class A shares
("Class A Plan") and Class B shares ("Class B Plan") in accordance with Rule
12B-1 under the Investment Company Act of 1940 pursuant to which certain
distribution fees are paid to PFD.
Pursuant to the Class A Plan, the Fund may reimburse 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.
Reimbursement for such expenditures, if any, may not exceed 0.25% of the
Fund's average annual net assets attributable to Class A shares. The Class B
Plan provides that the Fund may pay a distribution fee at an annual rate of
0.75% of the Funds average annual net assets attributable to Class B shares
and may pay PFD a service fee at the annual rate of 0.25% of the Fund's
average daily net assets attributable to Class B shares. Included in Accrued
expenses--Other is $140,228 in distribution fees payable to PFD at November
30, 1994.
Class B shares which are redeemed within six years of purchase are subject to
a contingent deferred sales charge ("CDSC") at declining rates beginning at
4.0% of the lesser of the current market value at the time of redemption or
the original purchase cost of the shares being redeemed. Proceeds from the
CDSC are paid to PFD. As of November 30, 1994, CDSC fees in the amount of
$17,103 were paid to PFD.
7. At November 30, 1994, the Fund had entered into various forward foreign
exchange hedge contracts (contracts) which contractually obligate the Fund to
deliver currencies at specified future dates. At the maturity of a contract,
the Fund may either sell portfolio securities or make delivery of the
currency held. Alternatively, prior to the maturity of a contract, the Fund
may close out a contract by entering into an offsetting contract.
<PAGE>
Open contracts at November 30, 1994, were:
<TABLE>
<CAPTION>
Contracts In Exchange Settlement Unrealized
Currency to Deliver For Date Value Gain
<S> <C> <C> <C> <C> <C>
DEM 15,671,585 $10,517,842 4/24/95 $10,028,531 $489,312
YEN 984,350,000 $10,000,000 1/12/95 $ 9,995,684 $ 4,316
YEN 953,200,000 $10,000,000 4/27/95 $ 9,791,182 $208,818
YEN 2,682,643,000 $27,776,382 4/27/95 $27,555,861 $220,521
$58,294,224 $57,371,258 $922,966
</TABLE>
Included in accumulated undistributed net realized gains/losses on
investments, forward foreign currency hedge contracts and other foreign
currency related transactions is $214,293 which represents the realized gain
on contracts totaling $15,742,593 which have been closed with offsetting
contracts.
8. Effective December 1, 1993, the Fund has adopted the provisions of
Statement of Position 93-2 (SOP 93-2) "Determination, Disclosure, and
Financial Statement Presentation of Income, Capital Gain, And Return of
Capital Distributions by Investment Companies". SOP 93-2 requires the Fund to
report the accumulated net investment income and accumulated net realized
capital gain (loss) accounts to approximate amounts available for future
distributions on a tax basis (or to offset future realized capital gains). As
a result, at December 1, 1993 the Fund has reclassified ($278,057) from
accumulated undistributed net realized gains on investments, forward foreign
currency hedge contracts and other foreign currency related transactions to
accumulated net investment loss. In addition, at November 30, 1994 the Fund
has reclassified $1,352,610 from accumulated undistributed net investment
income to accumulated undistributed net realized gain on investments, forward
foreign currency hedge contracts and other foreign currency related
transactions. These reclassifications have no impact on the net asset value
of the Fund and are intended to present the Fund's capital accounts on a tax
basis.
<PAGE>
TRUSTEES' FEES, PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP OF TRUSTEES AND
OFFICERS (UNAUDITED)
The aggregate direct remuneration paid by the Fund to nonaffiliated trustees
and officers during the period ended November 30, 1994, including expenses
incurred in attending trustees meetings, was approximately $8,256. Fees of
trustees who are affiliated with or "interested persons" of Pioneering
Management Corporation and Pioneer Funds Distributor, Inc., investment
adviser and principal underwriter, respectively, of the Fund are reimbursed
to the Fund by Pioneering Management Corporation in accordance with the
management contract with the Fund. At November 30, 1994, the trustees and
officers of the Fund owned beneficially 30,395 Class A shares of the Fund
(approximately .23% of the outstanding shares). The Pioneer Group, Inc.,
parent company of Pioneering Management Corporation and Pioneer Funds
Distributor, Inc., is a publicly held corporation of which Mr. Cogan owned
approximately 15% of the outstanding shares of capital stock at November 30,
1994.
TAX TREATMENT OF DISTRIBUTION MADE
During the year ended November 30, 1994
During the year ended November 30, 1994, the Fund paid the following
distributions:
Distributions Per Share
From Net From
To Shareholders Investment Short-Term
of Record Date Payment Date Income Capital Gains
12/15/93 12/29/93 $0.03 $1.39
All of the total distribution of $1.39 per share from net realized gains from
securities transactions is from short-term capital gains and should be
reported as ordinary income.
<PAGE>
PIONEER INTERNATIONAL GROWTH FUND
60 State Street
Boston, Massachusetts 02109
OFFICERS
JOHN F. COGAN, JR., Chairman and President
DAVID D. TRIPPLE, Executive Vice President
NORMAN KURLAND, Senior Vice President
WILLIAM H. KEOUGH, Treasurer
JOSEPH P. BARRI, Secretary
TRUSTEES
JOHN F. COGAN, JR.
RICHARD H. EGDAHL, M.D.
MARGARET B.W. GRAHAM
JOHN W. KENDRICK
MARGUERITE A. PIRET
DAVID D. TRIPPLE
STEPHEN K. WEST
JOHN WINTHROP
INVESTMENT ADVISER
PIONEERING MANAGEMENT
CORPORATION
PRINCIPAL UNDERWRITER
PIONEER FUNDS
DISTRIBUTOR, INC.
CUSTODIAN
BROWN BROTHERS HARRIMAN & CO.
INDEPENDENT PUBLIC
ACCOUNTANTS
ARTHUR ANDERSEN LLP
LEGAL COUNSEL
HALE AND DORR
SHAREHOLDER SERVICES AND TRANSFER AGENT
PIONEERING SERVICES CORPORATION
60 State Street
Boston, Massachusetts 02109
Please call Pioneer for information on:
Existing accounts, new accounts,
prospectuses, applications
and service forms 1-800-225-6292
Fund yields and prices 1-800-225-4321
Toll-free fax 1-800-225-4240
Retirement plans 1-800-622-0176
Telecommunications Device for the Deaf (TDD) 1-800-225-1997
When distributed to persons who are not shareholders of the Fund, this report
must be accompanied by an official prospectus, which discusses the
objectives, policies, sales charges and other information about the Fund.
0195-2216
(c)Pioneer Funds Distributor, Inc.
<PAGE>
Pioneer International Growth 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 1994 Annual Report to Shareholders
which is attached to and incorporated by reference into Part
B, the Statement of Additional Information.
(b) Exhibits:
1. Declaration of Trust.*/_
1.1 Establishment and Designation of Classes.***/_
2. By-Laws.*/_
3. None.
4. None.
5. Management Contract between the Registrant and
Pioneering Management Corporation.***/_
6.1. Underwriting Agreement between the Registrant and
Pioneer Funds Distributor, Inc.***/_
6.2. Form of Dealer Sales Agreement.***/
7. None.
8. Custodian Agreement between the Registrant and Brown
Brothers Harriman & Co.***/_
9. Investment Company Service Agreement between the
Registrant and Pioneering Services Corporation.***/_
10. Opinion and Consent of Counsel.*/_
11. Consent of Independent Public Accountants.***/_
12. None.
13. Stock Purchase Agreement.**/_
14. None.
15.1 Distribution Plan.*/_
15.1 Class B Rule 12b-1 Distribution Plan.***/_
16. None.
17. Financial Data Schedule._
18. Powers of Attorney.*/**/_
--------------
_ Filed herewith.
* Filed with the initial registration statement (File Nos. 33-53746 and
811-7318) (the "Registration Statement") on October 26, 1992 and incorporated
herein by reference.
** Filed with Pre-Effective Amendment No. 1 to the Registration Statement
on March 9, 1993 and incorporated herein by reference.
*** Filed with Post-Effective Amendment No. 2 to the Registration Statement
on January 28, 1994 and incorporated herein by reference.
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
Funds Distributor, Inc. ("PFD"), 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. 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 Winthrop Advisers ("PWA"), a Massachusetts
general partnership, is a joint venture between PGI and Winthrop Financial
Associates, a Limited Partnership, a Delaware limited partnership. The
Registrant, Pioneer Fund, Pioneer II, Pioneer Three, Pioneer Bond Fund, Pioneer
Intermediate Tax-Free Fund, Pioneer Growth Trust, Pioneer Europe Fund, Pioneer
Short-Term Income Trust, Pioneer Tax-Free State Series Trust, Pioneer Money
Market Trust and Pioneer America Income Trust (each of the foregoing, a
Massachusetts business trust), and Pioneer Interest Shares, Inc. (a Nebraska
corporation) and Pioneer Emerging Markets Fund, Pioneer Growth Shares, Pioneer
Income Fund, Pioneer India Fund and Pioneer Tax-Free Income Fund (each of the
foregoing, a Delaware business trust) are all parties to management contracts
with PMC. Pioneer Winthrop Real Estate Investment Fund is a party to a
sub-investment management contract 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 Chief Executive
Officer of PWA; Chairman and Member of Supervisory Board of First Polish and
Partner, Hale and Dorr.
Item 26. Number of Holders of Securities
The following table sets forth the approximate number of record
holders of each class of securities of the Registrant as of February 28, 1995:
Class A Class B
Number of Record Holders: 30,756 3,111
------------------------
Item 27. Indemnification.
Except for the Declaration of Trust dated October 26, 1992,
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 Amended
and Restated 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 available to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
C-3
<PAGE>
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 Manager, Pioneering Management
Corporation. The following sections of each such Form ADV are incorporated
herein by reference:
(a) Items 1 and 2 of Part 2;
(b) Section IV, Business Background, of
each Schedule D.
Item 29. Principal Underwriter
(a) See Item 25 above.
(b) Directors and Officers of PFD:
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
<S> <C> <C>
John F. Cogan, Jr. Director and Chairman Chairman of the Board,
President and Trustee
Robert L. Butler Director and President None
David D. Tripple Director Executive Vice
President and Trustee
Stephen W. Long Senior Vice President None
Steven M. Graziano 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
</TABLE>
(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.
C-4
<PAGE>
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.
The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 3 to its Registration Statement on Form N-1A (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 23rd day of March, 1995.
PIONEER INTERNATIONAL GROWTH FUND
By:/s/Joseph P. Barri
Joseph P. Barri
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below by the following persons in the capacities and on the
dates indicated:
Title and Signature Date
Principal Executive Officer: )
)
)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr., President )
)
)
Principal Financial and )
Accounting Officer: )
)
)
/s/William H. Keough* )
William H. Keough, Treasurer )
)
)
Trustees: )
)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
)
/s/Richard H. Egdahl, M.D.* )
Richard H. Egdahl, M.D. )
)
)
/s/Margaret B. W. Graham* )
Margaret B. W. Graham )
)
)
/s/John W. Kendrick* )
John W. Kendrick )
)
)
/s/Marguerite A. Piret* )
Marguerite A. Piret )
)
)
/s/David D. Tripple* )
David D. Tripple )
)
)
/s/Stephen K. West* )
Stephen K. West )
)
)
/s/John Winthrop )
John Winthrop )
* By: March 23, 1995
/s/Joseph P. Barri
Joseph P. Barri
Attorney-in-fact
<PAGE>
Exhibit Index
Exhibit Page
Number Document Title Number
1. Declaration of Trust.
1.1 Establishment and Designation of Classes.
2. By-Laws.
5. Management Contract between the Registrant and
Pioneering Management Corporation.
6.1. Underwriting Agreement between the Registrant and
Pioneer Funds Distributor, Inc.
8. Custodian Agreement between the Registrant and
Brown Brothers Harriman & Co.
9. Investment Company Service Agreement between the
Registrant and Pioneering Services Corporation.
10. Opinion and Consent of Counsel
11. Consent of Independent Public Accountants.
13. Stock Purchase Agreement.
15.1 Distribution Plan.
15.1 Class B Rule 12b-1 Distribution Plan.
17. Financial Data Schedule.
18. Powers of Attorney.
DECLARATION OF TRUST
OF
PIONEER INTERNATIONAL GROWTH FUND
60 State Street
Boston, Massachusetts
DECLARATION OF TRUST made this 26th day of October, 1992 by Marguerite A.
Piret and David D. Tripple (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").
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed in trust under
this Declaration of Trust as herein set forth below.
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the trust created hereby is "Pioneer
International Growth 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
amended from time to time. -------
(c) "Class" means any division of shares within a Series, which Class is or
has been established within such Series in accordance with the provisions of
Article V.
(d) The terms "Commission" and "Interested Person" have the meanings given
them in the 1940 Act. Except as such term may be otherwise defined by the
Trustees in conjunction with the establishment of any Series of Shares, the term
"vote of a majority of the Shares outstanding and entitled to vote" shall have
the same meaning as is assigned to the term "vote of a majority of the
outstanding voting securities" in the 1940 Act.
(e) "Custodian" means any Person other than the Trust who has custody of
any Trust Property as required by Section 17(f) of the 1940 Act, but does not
include a system for the central handling of securities described in said
Section 17(f).
(f) "Declaration" means this Declaration of Trust as amended from time to
time. Reference in this Declaration of Trust to "Declaration," "hereof,"
"herein," and "hereunder" shall be deemed to refer to this Declaration rather
than exclusively to the article or section in which such words appear.
(g) "Distributor" means the party, other than the Trust, to the contract
described in Section 3.1 hereof. -----------
(h) "Fund" or "Funds," individually or collectively, means the separate
Series of Shares of the Trust, together with the assets and liabilities assigned
thereto.
(i) "Fundamental Restrictions" means the investment restrictions set forth
in the Prospectus and Statement of Additional Information and designated as
fundamental restrictions therein.
<PAGE>
(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 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.
(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 International Growth 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.
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.
2
<PAGE>
The enumeration of any specific power herein shall not be construed as
limiting the aforesaid powers. Such powers of the Trustees may be exercised
without order of or resort to any court.
Section 2.2. Investments. The Trustees shall have the power:
(a) To operate as and carry on the business of an investment company, and
exercise all the powers necessary and appropriate to the conduct of such
operations.
(b) To invest in, hold for investment, or reinvest in, cash; securities,
including common, preferred and preference stocks; warrants; subscription
rights; profit-sharing interests or participations and all other contracts for
or evidence of equity interests; bonds, debentures, bills, time notes and all
other evidences of indebtedness; negotiable or non-negotiable instruments;
government securities, including securities of any state, municipality or other
political subdivision thereof, or any governmental or quasi-governmental agency
or instrumentality; and money market instruments including bank certificates of
deposit, finance paper, commercial paper, bankers' acceptances and all kinds of
repurchase agreements, of any corporation, company, trust, association, firm or
other business organization however established, and of any country, state,
municipality or other political subdivision, or any governmental or
quasi-governmental agency or instrumentality; and the Trustees shall be deemed
to have the foregoing powers with respect to any additional securities in which
the Trust may invest should the Fundamental Restrictions be amended.
(c) To acquire (by purchase, subscription or otherwise), to hold, to trade
in and deal in, to acquire any rights or options to purchase or sell, to sell or
otherwise dispose of, to lend and to pledge any such securities, to enter into
repurchase agreements, reverse repurchase agreements, firm commitment agreements
and forward foreign currency exchange contracts, to purchase and sell options on
securities, securities indices, currency and other financial assets, futures
contracts and options on futures contracts of all descriptions and to engage in
all types of hedging and risk-management transactions.
(d) To exercise all rights, powers and privileges of ownership or interest
in all securities and repurchase agreements included in the Trust Property,
including the right to vote thereon and otherwise act with respect thereto and
to do all acts for the preservation, protection, improvement and enhancement in
value of all such securities and repurchase agreements.
(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any property, real or
personal, including cash or foreign currency, and any interest therein.
(f) To borrow money and in this connection issue notes or other evidence of
indebtedness; to secure borrowings by mortgaging, pledging or otherwise
subjecting as security the Trust Property; and to endorse, guarantee, or
undertake the performance of any obligation or engagement of any other Person
and to lend Trust Property.
(g) To aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in the
Trust Property or in the affairs of which the Trustees have any direct or
indirect interest; to do all acts and things designed to protect, preserve,
improve or enhance the value of such obligation or interest; and to guarantee or
become surety on any or all of the contracts, stocks, bonds, notes, debentures
and other obligations of any such corporation, company, trust, association or
firm.
(h) To enter into a plan of distribution and any related agreements whereby
the Trust may finance directly or indirectly any activity which is primarily
intended to result in sales of Shares.
(i) To adopt on behalf of the Trust or any Series thereof an alternative
purchase plan providing for the issuance of multiple Classes of Shares (as
authorized herein at Section 5.11), such Shares being differentiated on the
basis of purchase method and allocation of distribution expenses.
(j) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary, suitable
or proper for the accomplishment of any purpose or the attainment of any object
or the furtherance of any power hereinbefore set forth, either alone or in
association with others, and to do every other act or thing incidental or
appurtenant to or arising out of or connected with the aforesaid business or
purposes, objects or powers.
3
<PAGE>
The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.
Section 2.3. Legal Title. Legal title to all the Trust Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust or any Series of the
Trust, or in the name of any other Person as nominee, on such terms as the
Trustees may determine, provided that the interest of the 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 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. The Trustees shall fix the compensation of all officers,
employees and Trustees of the Trust.
Section 2.8. Manner of Acting; By-laws. Except as otherwise provided herein
or in the By-laws, any action to be taken by the Trustees may be taken by a
majority of the Trustees present at a meeting of Trustees (a quorum being
present), including any meeting held by means of a conference telephone circuit
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, or by written consents of a majority of the
entire number of Trustees then in office. The Trustees may adopt By-laws not
inconsistent with this Declaration to provide for the conduct of the business of
the Trust and may amend or repeal such By-laws to the extent such power is not
reserved to the Shareholders.
Notwithstanding the foregoing provisions of this Section 2.8 and in
addition to such provisions or any other provision of this Declaration or of the
By-laws, the Trustees may by resolution appoint a committee consisting of less
than the whole number of Trustees then in office, which committee may be
empowered to act for and bind the Trustees and the Trust, as if the acts of such
committee were the acts of all the Trustees then in office, with respect to the
institution, prosecution, dismissal, settlement, review or investigation of any
action, suit or proceeding which shall be pending or threatened to be brought
before any court, administrative agency or other adjudicatory body.
4
<PAGE>
Section 2.9. Miscellaneous Powers. Subject to Section 5.11 hereof, the
Trustees shall have the power to: (a) employ or contract with such Persons as
the Trustees may deem desirable for the transaction of the business of the Trust
or any Series thereof; (b) enter into joint ventures, partnerships and any other
combinations or associations; (c) remove Trustees or fill vacancies in or add to
their number, elect and remove such officers and appoint and terminate such
agents or employees as they consider appropriate, and appoint from their own
number, and terminate, any one or more committees which may exercise some or all
of the power and authority of the Trustees as the Trustees may determine; (d)
purchase, and pay for out of Trust Property or Trust Property of the appropriate
Series of the Trust, insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers, administrators, distributors,
selected dealers or independent contractors of the Trust against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to 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 or
their 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 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 two (2) nor more than fifteen (15).
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 shall call a Shareholders' meeting for
the election of Trustees. Except for the foregoing circumstances, the Trustees
shall continue to hold office and may appoint successor Trustees.
Section 2.14. Resignation and Removal. Any Trustee may resign his trust
(without the need for any prior or subsequent accounting) by an instrument in
writing signed by him and delivered to the other Trustees and such resignation
shall be effective upon such delivery, or at a later date according to the terms
of the instrument. Any of the Trustees may be removed (provided the aggregate
number of Trustees after such removal shall not be less than two) 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
5
<PAGE>
may take place, the provisions of Section 16(c) of the 1940 Act (or any
successor provisions) shall be applicable to the same extent as if the Trust
were subject to the provisions of that Section). Upon the resignation or removal
of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and
deliver such documents as the remaining Trustees shall require for the purpose
of memorializing the conveyance to the Trust or the remaining Trustees of any
Trust Property held in the name of the resigning or removed Trustee. Upon the
incapacity or death of any Trustee, his legal representative shall execute and
deliver on his behalf such documents as the remaining Trustees shall require as
provided in the preceding sentence.
Section 2.15. Vacancies. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of his death, retirement, resignation,
removal, bankruptcy, adjudicated incompetence or other incapacity to perform the
duties of the office of a Trustee. No such vacancy shall operate to annul the
Declaration or to revoke any existing agency created pursuant to the terms of
the Declaration. In the case of an existing vacancy, including a vacancy
existing by reason of an increase in the number of Trustees, subject to the
provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill
such vacancy by the appointment of such other person as they in their discretion
shall see fit, made by a written instrument signed by a majority of the Trustees
then in office. Any such appointment shall not become effective, however, until
the person named in the written instrument of appointment shall have accepted in
writing such appointment and agreed in writing to be bound by the terms of the
Declaration. An appointment of a Trustee may be made in anticipation of a
vacancy to occur at a later date by reason of retirement, resignation or
increase in the number of Trustees, provided that such appointment shall not
become effective prior to such retirement, resignation or increase in the number
of Trustees. Whenever a vacancy in the number of Trustees shall occur, until
such vacancy is filled as provided in this Section 2.15, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by the Declaration.
A written instrument certifying the existence of such vacancy signed by a
majority of the Trustees in office shall be conclusive evidence of the existence
of such vacancy.
Section 2.16. Delegation of Power to Other Trustees. Any Trustee may, by
power of attorney, delegate his power for a period not exceeding six (6) months
at any one time to any other Trustee or Trustees; provided that in no case shall
fewer than two (2) Trustees personally exercise the powers granted to the
Trustees under this Declaration except as herein otherwise expressly provided.
ARTICLE III
CONTRACTS
Section 3.1. Underwriting Contract. The Trustees may in their discretion
from time to time enter into an exclusive or non-exclusive distribution contract
or contracts providing for the sale of the Shares to net the Trust or the
applicable Series of the Trust not less than the amount provided for in Section
7.1 of Article VII hereof, whereby the Trustees may either agree to sell the
Shares to the other party to the contract or appoint such other party as their
sales agent for the Shares, and in either case on such terms and conditions, if
any, as may be prescribed in the By-laws, and such further terms and conditions
as the Trustees may in their discretion determine not inconsistent with the
provisions of this Article III or of the By-laws; and such contract may also
provide for the repurchase of the Shares by such other party as agent of the
Trustees.
Section 3.2. Advisory or Management Contract. Subject to approval by a vote
of a majority of Shares outstanding and entitled to vote, the Trustees may in
their discretion from time to time enter into one or more investment advisory or
management contracts or, if the Trustees establish multiple Series, separate
investment advisory or management contracts with respect to one or more Series
whereby the other party or parties to any such contracts shall undertake to
furnish the Trust or such Series management, investment advisory,
administration, accounting, legal, statistical and research facilities and
services, promotional or marketing activities, and such other facilities and
services, if any, as the Trustees shall from time to time consider desirable and
all upon such terms and conditions as the Trustees may in their discretion
determine. Notwithstanding any provisions of the Declaration, the Trustees may
authorize the Investment Advisers, or any of them, under any such contracts
(subject to such general or specific instructions as the Trustees may from time
to time adopt) to effect purchases, sales, loans or exchanges of portfolio
securities and other investments of the Trust on behalf of the Trustees or may
authorize any officer, employee or Trustee to effect such purchases, sales,
loans or exchanges pursuant to recommendations of such Investment Advisers, or
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any of them (and all without further action by the Trustees). Any such
purchases, sales, loans and exchanges shall be deemed to have been authorized by
all of the Trustees. The Trustees may, in their sole discretion, call a meeting
of Shareholders in order to submit to a vote of Shareholders at such meeting the
approval or continuance of any such investment advisory or management contract.
If the Shareholders of any one or more of the Series of the Trust should fail to
approve any such investment advisory or management contract, the Investment
Adviser may nonetheless serve as Investment Adviser with respect to any Series
whose Shareholders approve such contract.
Section 3.3. Administration Agreement. The Trustees may in their discretion
from time to time enter into an administration agreement or, if the Trustees
establish multiple Series or Classes separate administration agreements with
respect to each Series or Class, whereby the other party to such agreement shall
undertake to manage the business affairs of the Trust or of a Series or Class
thereof 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.
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. The Trustees may appoint or otherwise engage one or
more banks or trust companies, each having an aggregate capital, surplus and
undivided profits (as shown in its last published report) of at least two
million dollars ($2,000,000) to serve as Custodian with authority as its agent,
but subject to such restrictions, limitations and other requirements, if any, as
may be contained in the By-Laws of the Trust. The Trustees may also authorize
the Custodian to employ one or more sub-custodians, including such foreign banks
and securities depositories as meet the requirements of applicable provisions of
the 1940 Act, and upon such terms and conditions as may be agreed upon between
the Custodian and such sub-custodian, to hold securities and other assets of the
Trust and to perform the acts and services of the Custodian, subject to
applicable provisions of law and resolutions adopted by the Trustees.
Section 3.7. Affiliations of Trustees or Officers, Etc. The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust or
any Series thereof is a shareholder, director, officer, partner, trustee,
employee, manager, adviser or distributor of or for any partnership,
corporation, trust, association or other organization or of or for any
parent or affiliate of any organization, with which a contract of the
character described in Sections 3.1, 3.2, 3.3 or 3.4 above or for services
as Custodian, Transfer Agent or disbursing agent or for related services
may have been or may hereafter be made, or that any such organization, or
any parent or affiliate thereof, is a Shareholder of or has an interest in
the Trust, or that
(ii) any partnership, corporation, trust, association or other
organization with which a contract of the character described in Sections
3.1, 3.2, 3.3 or 3.4 above or for services as Custodian, Transfer Agent or
disbursing agent or for related services may have been or may hereafter be
made also has any one or more of such contracts with one or 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 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,
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its termination and the method of authorization and approval of such contract or
renewal thereof.
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust or any Series thereof. No Trustee, officer, employee or agent of the Trust
or any Series thereof shall be subject to any personal liability whatsoever to
any Person, other than to the Trust or its Shareholders, in connection with
Trust Property or the affairs of the Trust, except to the extent arising from
bad faith, willful misfeasance, gross negligence or reckless disregard of his
duties with respect to such Person; and all such Persons shall look solely to
the Trust Property, or to the Property of one or more specific Series of the
Trust if the claim arises from the conduct of such Trustee, officer, employee or
agent with respect to only such Series, for satisfaction of claims of any nature
arising in connection with the affairs of the Trust. If any Shareholder,
Trustee, officer, employee, or agent, as such, of the Trust or any Series
thereof, is made a party to any suit or proceeding to enforce any such liability
of the Trust or any Series thereof, he shall not, on account thereof, be held to
any personal liability. The Trust shall indemnify and hold each Shareholder
harmless from and against all claims and liabilities, to which such Shareholder
may become subject by reason of his being or having been a Shareholder, and
shall reimburse such Shareholder or former Shareholder (or his or her heirs,
executors, administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general successor) out of
the Trust Property for all legal and other expenses reasonably incurred by him
in connection with any such claim or liability. The indemnification and
reimbursement required by the preceding sentence shall be made only out of
assets of the one or more Series whose Shares were held by said Shareholder at
the time the act or event occurred which gave rise to the claim against or
liability of said Shareholder. The rights accruing to a Shareholder under this
Section 4.1 shall not impair any other right to which such Shareholder may be
lawfully entitled, nor shall anything herein contained restrict the right of the
Trust or any Series thereof to indemnify or reimburse a Shareholder in any
appropriate situation even though not specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer, employee
or agent of the Trust or any Series thereof shall be liable to the Trust, its
Shareholders, or to any Shareholder, Trustee, officer, employee, or agent
thereof for any action or failure to act (including without limitation the
failure to compel in any way any former or acting Trustee to redress any breach
of trust) except for his own bad faith, willful misfeasance, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions and
limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee, officer, employee
or agent of the Trust (including any individual who serves at its request
as director, officer, partner, trustee or the like of another organization
in which it has any interest as a shareholder, creditor or otherwise) shall
be indemnified by the Trust, or by one or 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.
(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;
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(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust or a Series
thereof;
(iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in paragraph (b)(ii) resulting
in a payment by a Trustee or officer, unless there has been a determination
that such Trustee or officer did not engage in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office:
(A) by the court or other body approving the settlement or
other disposition;
(B) based upon a review of readily available facts (as
opposed to a full trial-type inquiry) by (x) vote of a majority
of the Non-interested Trustees acting on the matter (provided
that a majority of the Non-interested Trustees then in office act
on the matter) or (y) written opinion of independent legal
counsel; or
(C) by a vote of a majority of the Shares outstanding and
entitled to vote (excluding Shares owned of record or
beneficially by such individual).
(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Trustee or officer may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors, administrators and assigns of such
a person. Nothing contained herein shall affect any rights to indemnification to
which personnel of the Trust or any Series thereof other than Trustees and
officers may be entitled by contract or otherwise under law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of this
Section 4.3 may be advanced by the Trust or a Series thereof prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4.3, provided that either:
(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust or Series
thereof shall be insured against losses arising out of any such advances;
or
(ii) a majority of the Non-interested Trustees acting on the matter
(provided that a majority of the Non-interested Trustees act on the matter)
or an independent legal counsel in a written opinion shall determine, based
upon a review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient ultimately
will be found entitled to indemnification.
As used in this Section 4.3, a "Non-interested Trustee" is one who (i) is
not an "Interested Person" of the Trust (including anyone who has been exempted
from being an "Interested Person" by any rule, regulation or order of the
Commission), and (ii) is not involved in the claim, action, suit or proceeding.
Section 4.4. No Bond Required of Trustees. No Trustee shall be obligated to
give any bond or other security for the performance of any of his duties
hereunder.
Section 4.5. No Duty of Investigation; Notice in Trust Instruments, Etc. No
purchaser, lender, transfer agent or other Person dealing with the Trustees or
any officer, employee or agent of the Trust or a Series thereof shall be bound
to make any inquiry concerning the validity of any transaction purporting to be
made by the Trustees or by said officer, employee or agent or be liable for the
application of money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every obligation,
contract, instrument, certificate, Share, other security of the Trust or a
Series thereof or undertaking, and every other act or thing whatsoever executed
in connection with the Trust shall be conclusively presumed to have been
executed or done by the executors thereof only in their capacity as Trustees
under this Declaration or in their capacity as officers, employees or agents of
the Trust or a Series thereof. Every written obligation, contract, instrument,
certificate, Share, other security of the Trust or a Series thereof or
undertaking made or issued by the Trustees may recite that the same is executed
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or made by them not individually, but as Trustees under the Declaration, and
that the obligations of the Trust or a Series thereof under any such instrument
are not binding upon any of the Trustees or Shareholders individually, but bind
only the Trust Property or the Trust Property of the applicable Series, and may
contain any further recital which they may deem appropriate, but the omission of
such recital shall not operate to bind the Trustees individually. The Trustees
shall at all times maintain insurance for the protection of the Trust Property
or the Trust Property of the applicable Series, its Shareholders, Trustees,
officers, employees and agents in such amount as the Trustees shall deem
adequate to cover possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.
Section 4.6. Reliance on Experts, Etc. Each Trustee, officer or employee of
the Trust or a Series thereof shall, in the performance of his duties, be fully
and completely justified and protected with regard to any act or any failure to
act resulting from reliance in good faith upon the books of account or other
records of the Trust or a Series thereof, upon an opinion of counsel, or upon
reports made to the Trust or a Series thereof by any of its officers or
employees or by the Investment Adviser, the Administrator, the Distributor,
Transfer Agent, selected dealers, accountants, appraisers or other experts or
consultants selected with reasonable care by the Trustees, officers or employees
of the Trust, regardless of whether such counsel or expert may also be a
Trustee.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest
without par value. The number of such Shares of beneficial interest authorized
hereunder is unlimited. The Trustees shall have the exclusive authority without
the requirement of Shareholder approval to establish and designate one or more
Series of shares and one or more Classes thereof as the Trustees deem necessary
or desirable. Each share of any Series shall represent an equal proportionate
Share in the assets of that Series with each other Share in that Series. Subject
to the provisions of Section 5.11 hereof, the Trustees may also authorize the
creation of additional Series of Shares (the proceeds of which may be invested
in separate, independently managed portfolios) and additional Classes of Shares
within any Series. All Shares issued hereunder including, without limitation,
Shares issued in connection with a dividend in Shares or a split in Shares,
shall be fully paid and nonassessable by the Trust.
Section 5.2. Rights of Shareholders. The ownership of the Trust Property of
every description and the right to conduct any business hereinbefore described
are vested exclusively in the Trustees, and the Shareholders shall have no
interest therein other than the beneficial interest conferred by their Shares,
and they shall have no right to call for any partition or division of any
property, profits, rights or interests of the Trust nor can 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
6.9 hereof, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with the assumption of,
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares and Shares held in the treasury. The
Trustees may from time to time divide or combine the Shares of the Trust or, if
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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 delivery the transfer shall be recorded on the
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereunder and
neither the Trustees nor any transfer agent or registrar nor any officer,
employee or agent of the Trust shall be affected by any notice of the proposed
transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy or incompetence of any Shareholder, or otherwise by operation of law,
shall be recorded on the register of Shares as the holder of such Shares upon
production of the proper evidence thereof to the Trustees or the Transfer Agent,
but until such record is made, the Shareholder of record shall be deemed to be
the holder of such Shares for all purposes hereunder and neither the Trustees
nor any Transfer Agent or registrar nor any officer or agent of the Trust shall
be affected by any notice of such death, bankruptcy or incompetence, or other
operation of law.
Section 5.7. Notices. Any and all notices to which any Shareholder may be
entitled and any and all communications shall be deemed duly served or given if
mailed, postage prepaid, addressed to any Shareholder of record at his last
known address as recorded on the register of the Trust.
Section 5.8. Treasury Shares. Shares held in the treasury shall, until
resold pursuant to Section 5.4, not confer any voting rights on the Trustees,
nor shall such Shares be entitled to any dividends or other distributions
declared with respect to the Shares.
Section 5.9. Voting Powers. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Section 2.13; (ii) with respect
to any investment advisory contract entered into pursuant to Section 3.2; (iii)
with respect to termination of the Trust or a Series or Class thereof as
provided in Section 8.2; (iv) with respect to any amendment of this Declaration
to the extent and as provided in Section 8.3; (v) with respect to any merger,
consolidation or sale of assets as provided in Section 8.4; (vi) with respect to
incorporation of the Trust to the extent and as provided in Section 8.5; (vii)
to the same extent as the stockholders of a Massachusetts business corporation
as to whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Trust
or a Series thereof or the Shareholders of either; (viii) with respect to any
plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act,
and related matters, to the extent required under the 1940 Act; and (ix) with
respect to such additional matters relating to the Trust as may be required by
this Declaration, the 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
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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 be called by the
President or the Secretary at the request, in writing or by resolution, of a
majority of the Trustees, or at the written request of the holder or holders of
ten percent (10%) or more of the total number of Shares then issued and
outstanding of the Trust entitled to vote at such meeting. Meetings of the
Shareholders of any Series of the Trust shall be called by the President or the
Secretary at the written request of the holder or holders of ten percent (10%)
or more of the total number of Shares then issued and outstanding of such Series
of the Trust entitled to vote at such meeting. Any such request shall state the
purpose of the proposed meeting.
Section 5.11. Series or Class Designation. (a) Without limiting the
authority of the Trustees set forth in Section 5.1 to establish and designate
any further Series, it is hereby confirmed that the Trust consists of the
presently Outstanding Shares of a single Series (the "Existing Series").
(b) Without limiting the authority of the Trustees set forth in Section 5.1
to establish and designate any further Classes, it is hereby confirmed that each
Series of the Trust's Shares consist of a single Class.
(c) The Shares of the existing Series and each Class thereof herein
established and designated and any Shares of any further Series and Classes that
may from time to time be established and designated by the Trustees shall be
established and designated, and the variations in the relative rights and
preferences as between the different Series shall be fixed and determined, by
the Trustees (unless the Trustees otherwise determine with respect to further
Series or Classes at the time of establishing and designating the same);
provided, that all 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 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
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designated from time to time in such manner and on such basis as they, in
their sole discretion, deem fair and equitable. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all
Series for all purposes. No holder of 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 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 Series or 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 clause (1) above
affects more than one Class or Series and the interests of each such Class
or Series in the matter are identical, then, subject to clause (3) below,
the Shares of all such affected Classes or Series shall vote as a single
Class; (3) as to any matter which does not affect the interests of a
particular Series or Class, only the holders of Shares of the one or more
affected Series or Classes shall be entitled to vote; and (4) the
provisions of the following sentence shall apply. On any matter that
pertains to any particular Class of a particular Series or to any Class
expenses with respect to any Series which matter may be submitted to a vote
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of Shareholders, only Shares of the affected Class or that Series, as the
case may be, shall be entitled to vote except that: (x) to the extent said
matter affects Shares of another Class or Series, such other Shares shall
also be entitled to vote, and in such cases Shares of the affected Class,
as the case may be, of such Series shall be voted in the aggregate together
with such other Shares; and (y) to the extent that said matter does not
affect Shares of a particular Class of such Series, said Shares shall not
be entitled to vote (except where otherwise required by law or permitted by
the Trustees acting in their sole discretion) even though the matter is
submitted to a vote of the Shareholders of any other Class or Series.
(vii) Except as otherwise provided in this Article V, the Trustees
shall have the power to determine the designations, preferences,
privileges, payment obligations, limitations and rights, including voting
and dividend rights, of each Class and Series of Shares. Subject to
compliance with the requirements of the 1940 Act, the Trustees shall have
the authority to provide that the holders of Shares of any Series or Class
shall have the right to convert or exchange said Shares into Shares of one
or more Series or Classes of Shares in accordance with such requirements,
conditions and procedures as may be established by the Trustees.
(viii) The establishment and designation of any Series or Classes of
Shares shall be effective upon the execution by a majority of the then
Trustees of an instrument setting forth such establishment and designation
and the relative rights and preferences of such Series or Classes, or as
otherwise provided in such instrument. At any time that there are no Shares
outstanding of any particular Series or Class previously established and
designated, the Trustees may by an instrument executed by a majority of
their number abolish that Series or Class and the establishment and
designation thereof. Each instrument referred to in this section shall have
the status of an amendment to this Declaration.
Section 5.12. Assent to Declaration of Trust. Every Shareholder, by virtue
of having become a Shareholder, shall be held to have expressly assented and
agreed to the terms hereof and to have become a party hereto.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. Redemption of Shares. (a) All Shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. Redeemed or repurchased Shares may be resold by the Trust. The
Trust may require any Shareholder to pay a sales charge to the Trust, the
underwriter, or any other person designated by the Trustees upon redemption or
repurchase of Shares in such amount and upon such conditions as shall be
determined from time to time by the Trustees.
(b) The Trust shall redeem the Shares of the Trust or any Series
or Class thereof at the price determined as hereinafter set forth, upon the
appropriately verified written application of the record holder thereof (or
upon such other form of request as the Trustees may determine) at such
office or agency as may be designated from time to time for that purpose by
the Trustees. The Trustees may from time to time specify additional
conditions, not inconsistent with the 1940 Act, regarding the redemption of
Shares in the Trust's then effective Prospectus.
Section 6.2. Price. Shares shall be redeemed at a price based on their net
asset value determined as set forth in Section 7.1 hereof as of such time as the
Trustees shall have theretofore prescribed by resolution. In the absence of such
resolution, the redemption price of Shares deposited shall be based on the net
asset value of such Shares next determined as set forth in Section 7.1 hereof
after receipt of such application. The amount of any contingent deferred sales
charge or redemption fee payable upon redemption of 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.
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Section 6.4. Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of the
determination of net asset value with respect to Shares of the Trust or of any
Series or Class thereof, the rights of Shareholders (including those who shall
have applied for redemption pursuant to Section 6.1 hereof but who shall not yet
have received payment) to have Shares redeemed and paid for by the Trust or a
Series or Class thereof shall be suspended until the termination of such
suspension is declared. Any record holder who shall have his redemption right so
suspended may, during the period of such suspension, by appropriate written
notice of revocation at the office or agency where application was made, revoke
any application for redemption not honored and withdraw any Share certificates
on deposit. The redemption price of Shares for which redemption applications
have not been revoked shall be based on the net asset value of such Shares next
determined as set forth in Section 7.1 after the termination of such suspension,
and payment shall be made within seven (7) days after the date upon which the
application was made plus the period after such application during which the
determination of net asset value was suspended.
Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per share determined as of the time when the purchase or contract of
purchase is made or the net asset value as of any time which may be later
determined pursuant to Section 7.1 hereof, provided payment is not made for the
Shares prior to the time as of which such net asset value is determined.
Section 6.6. Redemption of Shareholder's Interest. The Trustees, in their
sole discretion, may cause the Trust to redeem all of the Shares of one or 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.
(b) The holders of Shares or other securities of the Trust or any
Series of the Trust shall upon demand disclose to the Trustees in writing
such information with respect to direct and indirect ownership of Shares or
other securities of the Trust or any Series of the Trust as the Trustees
deem necessary to comply with the provisions of the Internal Revenue Code
of 1986, as amended, or to comply with the requirements of any other taxing
authority.
Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also reduce the number of outstanding Shares
of the Trust or any Series of the Trust pursuant to the provisions of Section
7.3.
Section 6.9. Suspension of Right of Redemption. The Trust may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust or a Series
thereof of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Trust or a Series thereof fairly to determine the
value of its net assets, or (iv) during any other period when the Commission may
for the protection of Shareholders of the Trust by order permit suspension of
the right of redemption or postponement of the date of payment or redemption;
provided that applicable rules and regulations of the Commission shall govern as
to whether the conditions prescribed in clauses (ii), (iii), or (iv) exist. Such
suspension shall take effect at such time as the Trust shall specify but not
later than the close of business on the business day next following the
declaration of suspension, and thereafter there shall be no right of redemption
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or payment on redemption until the Trust shall declare the suspension at an end,
except that the suspension shall terminate in any event on the first day on
which said stock exchange shall have reopened or the period specified in (ii) or
(iii) shall have expired (as to which in the absence of an official ruling by
the Commission, the determination of the Trust shall be conclusive). In the case
of a suspension of the right of redemption, a Shareholder may either withdraw
his request for redemption or receive payment based on the net asset value
existing after the termination of the suspension.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS
Section 7.1. Net Asset Value. The net asset value of each outstanding Share
of the Trust or of each Series or Class thereof shall be determined on such days
and at such time or times as the Trustees may determine. The value of the assets
of the Trust or any Series thereof may be determined (i) by a pricing service
which utilizes electronic pricing techniques based on general institutional
trading, (ii) by appraisal of the securities owned by the Trust or any Series of
the Trust, (iii) in certain cases, at amortized cost, or (iv) by such other
method as shall be deemed to reflect the fair value thereof, determined in good
faith by or under the direction of the Trustees. From the total value of said
assets, there shall be deducted all indebtedness, interest, taxes, payable or
accrued, including estimated taxes on unrealized book profits, expenses and
management charges accrued to the appraisal date, net income determined and
declared as a distribution and all other items in the nature of liabilities
which shall be deemed appropriate, as incurred by or allocated to the Trust or
any Series or Class of the Trust. The resulting amount which shall represent the
total net assets of the Trust or Series or Class thereof shall be divided by the
number of Shares of the Trust or Series or Class thereof outstanding at the time
and the quotient so obtained shall be deemed to be the net asset value of the
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 affected by one or more errors
inadvertently made in the pricing of portfolio securities or in accruing income,
expenses or liabilities.
Section 7.2. Distributions to Shareholders. (a) The Trustees shall from
time to time distribute ratably among the Shareholders of the Trust or of a
Series or Class thereof such proportion of the net profits, surplus (including
paid-in surplus), capital, or assets of the Trust or such Series held by the
Trustees as they may deem proper. Such distributions may be made in cash or
property (including without limitation any type of obligations of the Trust or
Series or Class or any assets thereof), and the Trustees may distribute ratably
among the Shareholders of the Trust or Series or Class thereof additional Shares
of the Trust or Series or Class thereof issuable hereunder in such manner, at
such times, and on such terms as the Trustees may deem proper. Such
distributions may be among the Shareholders of the Trust or Series or Class
thereof at the time of declaring a distribution or among the Shareholders of the
Trust or Series or Class thereof at such other date or time or dates or times as
the Trustees shall determine. The Trustees may in their discretion determine
that, solely for the purposes of such distributions, Outstanding Shares shall
exclude Shares for which orders have been placed subsequent to a specified time
on the date the distribution is declared or on the next preceding day if the
distribution is declared as of a day on which Boston banks are not open for
business, all as described in the then effective Prospectus. The Trustees may
always retain from the net profits such amount as they may deem necessary to pay
the debts or expenses of the Trust or a Series or Class thereof or to meet
obligations of the Trust or a Series or Class thereof, or as they may deem
desirable to use in the conduct of its affairs or to retain for future
requirements or extensions of the business. The Trustees may adopt and offer to
Shareholders such dividend reinvestment plans, cash dividend payout plans or
related plans as the Trustees shall deem appropriate. The Trustees may in their
discretion determine that an account administration fee or other similar charge
may be deducted directly from the income and other distributions paid on Shares
to a Shareholder's account in each Series or Class of the Trust.
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(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; Constant Net Asset Value;
Reduction of Outstanding Shares. Subject to Section 5.11 hereof, the net income
of the Series and Classes thereof of the Trust shall be determined in such
manner as the Trustees shall provide by resolution. Expenses of the Trust or of
a Series or Class thereof, including the advisory or management fee, shall be
accrued each day. Each Class shall bear only expenses relating to its Shares and
an allocable share of Series expenses in accordance with such policies as may be
established by the Trustees from time to time and as are not inconsistent with
the provisions of this Declaration of Trust or of any applicable document filed
by the Trust with the Commission or of the Internal Revenue Code of 1986, as
amended. Such net income may be determined by or under the direction of the
Trustees as of the close of trading on the New York Stock Exchange on each day
on which such market is open or as of such other time or times as the Trustees
shall determine, and, except as provided herein, all the net income of any
Series or Class of the Trust, as so determined, may be declared as a dividend on
the Outstanding Shares of such Series or Class. The Trustees shall have the
authority at any time and for any reason to reduce the number of Shares of any
Series or Class by reducing the number of Shares of such Series or Class by
reducing the number of full and fractional shares outstanding in any such Series
or Class. Without limiting the generality of the foregoing, if, for any reason,
the net income of any Series or Class of the Trust determined at any time is a
negative amount or for any other reason, the Trustees shall have the power with
respect to such Series or Class (i) to offset each Shareholder's pro rata share
of such negative amount from the accrued dividend account of such Shareholder,
or (ii) to reduce the number of Outstanding Shares of such Series or Class by
reducing the number of Shares in the account of such Shareholder by that number
of full and fractional Shares which represents the amount of such excess
negative net income, or (iii) to cause to be recorded on the books of the Trust
an asset account in the amount of such negative net income, which account may be
reduced by such amount; provided, that the same shall thereupon become the
property of the Trust with respect to such Series or Class and shall not be paid
to any Shareholder, and provided, further, that dividends shall not be declared
upon the Outstanding Shares of such Series or Class on or after the day such
negative net income is experienced, until such asset account is reduced to zero.
The Trustees shall have full discretion to determine whether any cash or
property received shall be treated as income or as principal and whether any
item of expense shall be charged to the income or the principal account, and
their determination made in good faith shall be conclusive upon the
Shareholders. In the case of stock dividends received, the Trustees shall have
full discretion to determine, in the light of the particular circumstances, how
much if any of the value thereof shall be treated as income, the balance, if
any, to be treated as principal.
Section 7.4. Power to Modify Foregoing Procedures. Notwithstanding any of
the foregoing provisions of this Article VII, but subject to Section 5.11
hereof, the Trustees may prescribe, in their absolute discretion, such other
bases and times for determining the per Share net asset value of the Shares of
the Trust or a Series or Class thereof or net income of the Trust or a Series or
Class thereof, or the declaration and payment of dividends and distributions as
they may deem necessary or desirable. Without limiting the generality of the
foregoing, the Trustees may establish several Series or Classes of Shares in
accordance with Section 5.11, and declare dividends thereon in accordance with
Section 5.11(d)(iv).
ARTICLE VIII
DURATION; TERMINATION OF TRUST OR A SERIES OR CLASS;
AMENDMENT; MERGERS, ETC.
Section 8.1. Duration. The Trust shall continue without limitation of time
but subject to the provisions of this Article VIII.
Section 8.2. Termination of the Trust or a Series or a Class. The Trust or
any Series or Class thereof may be terminated by (i) the affirmative vote of the
holders of not less than two-thirds of the Shares outstanding and entitled to
vote at any meeting of Shareholders of the Trust or the appropriate Series or
Class thereof, (ii) by an instrument or instruments in writing without a
meeting, consented to by the holders of two-thirds of the Shares of the Trust or
the appropriate Series or Class thereof; provided, however, that if such
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termination is recommended by the Trustees, the vote or written consent of the
holders of a majority of the Shares of the Trust or the appropriate Series or
Class thereof outstanding and entitled to vote shall be sufficient authorization
for such termination, or (iii) notice to Shareholders by means of an instrument
in writing signed by a majority of the Trustees, stating that a majority of the
Trustees has determined that the continuation of the Trust or a Series or Class
thereof is not in the best interest of such Series or Class, the Trust or their
respective shareholders as a result of factors or events adversely affecting the
ability of such Series or a Class or the Trust to conduct its business and
operations in an economically viable manner. Such factors and events may include
(but are not limited to) the inability of a Series or Class or the Trust to
maintain its assets at an appropriate size, changes in laws or regulations
governing the Series or Class or the Trust or affecting assets of the type in
which such Series or Class or the Trust invests or economic developments or
trends having a significant adverse impact on the business or operations of such
Series or Class or the Trust. Upon the termination of the Trust or the Series or
Class:
(i) The Trust, Series or Class shall carry on no business except
for the purpose of winding up its affairs;
(ii) The Trustees shall proceed to wind up the affairs of the
Trust, Series or Class and all of the powers of the Trustees under
this Declaration shall continue until the affairs of the Trust, Series
or Class shall have been wound up, including the power to fulfill or
discharge the contracts of the Trust, Series or Class, collect its
assets, sell, convey, assign, exchange, transfer or otherwise dispose
of all or any part of the remaining Trust Property or Trust Property
allocated or belonging to such Series or Class to one or more persons
at public or private sale for consideration which may consist in whole
or in part of cash, securities or other property of any kind,
discharge or pay its liabilities, and do all other acts appropriate to
liquidate its business; provided that any sale, conveyance,
assignment, exchange, transfer or other disposition of all or
substantially all the Trust Property or Trust Property allocated or
belonging to such Series or Class that requires Shareholder approval
in accordance with Section 8.4 hereof shall receive the approval so
required; and
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust Property or the remaining
property of the terminated Series or Class, in cash or in kind or
partly each, among the Shareholders of the Trust or the Series or
Class according to their respective rights.
(b) After termination of the Trust, Series or Class and distribution to the
Shareholders as herein provided, a majority of the Trustees shall execute and
lodge among the records of the Trust and file with the Office of the Secretary
of the Commonwealth of Massachusetts an instrument in writing setting forth the
fact of such termination, and the Trustees shall thereupon be discharged from
all further liabilities and duties with respect to the Trust or the terminated
Series or Class, and the rights and interests of all Shareholders of the Trust
or the terminated Series or Class shall thereupon cease.
Section 8.3. Amendment Procedure. (a) This Declaration may be amended by a
vote of the holders of a majority of the Shares outstanding and entitled to vote
or by any instrument in writing, without a meeting, signed by a majority of the
Trustees and consented to by the holders of a majority of the Shares outstanding
and entitled to vote.
(b) The Trustees may amend this Declaration without the vote or consent of
Shareholders if they deem it necessary to conform this Declaration to the
requirements of applicable Federal or state laws or regulations or the
requirements of the regulated investment company provisions of the Internal
Revenue Code of 1986, as amended, or if requested or required to do so by any
Federal agency or by a state Blue Sky commissioner or similar official, but the
Trustees shall not be liable for failing so to do. The Trustees may also amend
this Declaration without the vote or consent of Shareholders if they deem it
necessary or desirable to change the name of the Trust or Series or to make any
other changes in the Declaration which do not adversely affect the rights of
Shareholders hereunder. Finally, the Trustees may amend this Declaration without
the vote or consent of Shareholders (i) to add to their duties or obligations or
surrender any rights or powers granted to them herein; (ii) to cure any
ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein or to make any other provisions
with respect to matters or questions arising under this Declaration which will
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not be inconsistent with the provisions of this Declaration; and (iii) to
eliminate or modify any provision of this Declaration which (a) incorporates,
memorializes or sets forth an existing requirement imposed by or under any
Federal or state statute or any rule, regulation or interpretation thereof or
thereunder or (b) any rule, regulation, interpretation or guideline of any
federal or state agency, now or hereafter in effect, including without
limitation, requirements set forth in the 1940 Act and the rules and regulations
thereunder (and interpretations thereof), to the extent any change in applicable
law liberalizes, eliminates or modifies any such requirements, but the Trustees
shall not be liable for failure to do so.
(c) No amendment may be made under this Section 8.3 which would change any
rights with respect to any Shares of the Trust or Series or Class thereof by
reducing the amount payable thereon upon liquidation of the Trust or Series or
Class thereof or by diminishing or eliminating any voting rights pertaining
thereto, except with the vote or consent of the holders of two-thirds of the
Shares of the Trust or such Series or Class outstanding and entitled to vote.
Nothing contained in this Declaration shall permit the amendment of this
Declaration to impair the exemption from personal liability of the Shareholders,
Trustees, officers, employees and agents of the Trust or to permit assessments
upon Shareholders.
(d) A certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adopted by the Shareholders or by the
Trustees as aforesaid or a copy of the Declaration, as amended, and executed by
a majority of the Trustees, shall be conclusive evidence of such amendment when
lodged among the records of the Trust.
Section 8.4. Merger, Consolidation and Sale of Assets. The Trust or any
Series thereof may merge or consolidate with any other corporation, association,
trust or other organization or may sell, lease or exchange all or substantially
all of the Trust Property or Trust Property allocated or belonging to such
Series, including its good will, upon such terms and conditions and for such
consideration when and as authorized at any meeting of Shareholders called for
the purpose by the affirmative vote of the holders of two-thirds of the Shares
of the Trust or such Series outstanding and entitled to vote, or by an
instrument or instruments in writing without a meeting, consented to by the
holders of two-thirds of the Shares of the Trust or such Series; provided,
however, that, if such merger, consolidation, sale, lease or exchange is
recommended by the Trustees, the vote or written consent of the holders of a
majority of the Shares of the Trust or such Series outstanding and entitled to
vote shall be sufficient authorization; and any such merger, consolidation,
sale, lease or exchange shall be deemed for all purposes to have been
accomplished under and pursuant to Massachusetts law.
Section 8.5. Incorporation. 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 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
REPORTS TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the Shareholders of
each Series a written financial report of the transactions of the Trust and
Series thereof including financial statements which shall be certified at least
annually by independent public accountants.
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ARTICLE X
MISCELLANEOUS
Section 10.1. Execution and Filing. This Declaration and any amendment
hereto shall be filed in the office of the Secretary of The Commonwealth of
Massachusetts and in such other places as may be required under the laws of
Massachusetts and may also be filed or recorded in such other places as the
Trustees deem appropriate. Each amendment so filed shall be accompanied by a
certificate signed and acknowledged by a Trustee stating that such action was
duly taken in a manner provided herein, and unless such amendment or such
certificate sets forth some later time for the effectiveness of such amendment,
such amendment shall be effective upon its execution. A restated Declaration,
integrating into a single instrument all of the provisions of the Declaration
which are then in effect and operative, may be executed from time to time by a
majority of the Trustees and filed with the Secretary of The Commonwealth of
Massachusetts. A restated Declaration shall, upon execution, be conclusive
evidence of all amendments contained therein and may thereafter be referred to
in lieu of the original Declaration and the various amendments thereto.
Section 10.2. Governing Law. This Declaration is executed by the Trustees
and delivered in The Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of all parties hereto and the validity and
construction of every provision hereof shall be subject to and construed
according to the laws of said Commonwealth.
Section 10.3. Counterparts. This Declaration may be simultaneously executed
in several counterparts, each of which shall be deemed to be an original, and
such counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.
Section 10.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust appears to be a Trustee
hereunder, certifying as to (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any By-laws adopted by or the identity of any
officers elected by the Trustees, or (f) the existence of any fact or facts
which in any manner relate to the affairs of the Trust, shall be conclusive
evidence as to the matters so certified in favor of any Person dealing with the
Trustees and their successors.
Section 10.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of legal counsel, that any of such provisions is in
conflict with the 1940 Act, the regulated investment company provisions of the
Internal Revenue Code of 1986, as amended, or with other applicable laws and
regulations, the conflicting provision shall be deemed never to have constituted
a part of this Declaration; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.
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IN WITNESS WHEREOF, the undersigned have executed this instrument this 26th
day of October, 1992.
/s/David D. Tripple /s/Marguerite A. Piret
David D. Tripple, Marguerite A. Piret,
as Trustee and not individually as Trustee and not individually
6 Woodbine Road 162 Washington Street
Belmont, Massachusetts 02178 Belmont, Massachusetts 02178
21
PIONEER INTERNATIONAL GROWTH FUND
Establishment and Designation
of
Class A Shares and Class B Shares
of Beneficial Interest of
Pioneer International Growth Fund
The undersigned, being a majority of the Trustees of Pioneer International
Growth Fund, a Massachusetts business trust (the "Fund"), acting pursuant to
Sections 5.1 and 5.11 of the Amended and Restated Declaration of Trust dated
October 26, 1992 of the Fund, as amended from time to time (the "Declaration"),
do hereby divide the shares of beneficial interest of the Fund (the "Shares"),
to create two classes of Shares of the Fund as follows:
1. The two classes of Shares established and designated
hereby are "Class A Shares" and "Class B Shares,"
respectively.
2. Class A Shares and Class B Shares shall each be entitled
to all of the rights and preferences accorded to Shares
under the Declaration.
3. The purchase price of Class A Shares and of Class B
Shares, the method of determining the net asset value of
Class A Shares and of Class B Shares, and the relative
dividend rights of holders of Class A Shares and of
holders of Class B Shares shall be established by the
Trustees of the Fund in accordance with the provisions
of the Declaration and shall be set forth in the Fund's
Registration Statement on Form N-1A under the Securities
Act of 1933 and/or the Investment Company Act of 1940,
as amended and as in effect at the time of issuing such
Shares.
4. All Shares of the Fund issued prior to the filing of
this instrument with the Secretary of State of The
Commonwealth of Massachusetts shall be deemed Class A
Shares and the Trustees, acting in their sole
discretion, may determine that any Shares of the Fund
issued after such time are Class A Shares, Class B
Shares or Shares of any other class of the Fund
hereafter established and designated by the Trustees.
IN WITNESS WHEREOF, the undersigned have executed this instrument this 7th
day of December, 1993.
/s/John F. Cogan, Jr. /s/Marguerite A. Piret
John F. Cogan, Jr. Marguerite A. Piret
as Trustee and not individually as Trustee and not individually
975 Memorial Drive, #802 162 Washington Street
Cambridge, MA 02138 Belmont, MA 02178
<PAGE>
/s/Richard H. Egdahl, M.D. /s/David D. Tripple
Richard H. Egdahl, M.D. David D. Tripple
as Trustee and not individually as Trustee and not individually
Health Policy Institute 6 Woodbine Road
53 Bay State Road Belmont, MA 02178
Boston, MA 02215
/s/Margaret B.W. Graham /s/Stephen K. West, Esq.
Margaret B.W. Graham Stephen K. West, Esq.
as Trustee and not individually as Trustee and not individually
776 Garland Drive Sullivan & Cromwell
Palo Alto, CA 94303 125 Broad Street
New York, NY 10004
/s/John W. Kendrick /s/John Winthrop
John W. Kendrick John Winthrop
as Trustee and not individually as Trustee and not individually
Hyatt Residence, Apt. 1521 52 King Street
8100 Connecticut Ave. Charleston, SC 29401
Chevy Chase, MD 20815
BY-LAWS
of
PIONEER INTERNATIONAL GROWTH FUND
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 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 to bind the Trust and in connection therewith may execute and deliver
in the name and on behalf of the Trust any and all agreements, instruments,
notes and writings of any nature that he may consider necessary or appropriate
in connection with the management of the Trust. The President shall perform such
duties additional to all of the foregoing as the Trustees may from time to time
designate.
SECTION 5. Treasurer. The Treasurer may be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such bank(s) or trust compan(ies) as
the Trustees shall employ as Custodian(s) in accordance with Section 3.6 of the
<PAGE>
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 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. A special meeting of the Shareholders of any Series
shall be called by the Secretary whenever ordered by the Trustees or requested
in writing by the holder or holders of at least one-tenth of the outstanding
Shares of any such Series entitled to vote. 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 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. Except as otherwise provided, notice of any meeting of the
Trustees shall be given by the Secretary to each Trustee, by mailing to him,
postage prepaid, addressed to him at his address as registered on the books of
the Trust or, if not so registered, at his last known address, a written or
2
<PAGE>
printed notification of such meeting at least three days before the meeting or
by delivering such notice to him at least two days before the meeting, or by
telephoning him or by sending to him at least one day before the meeting, by
prepaid telegram, addressed to him at his said registered address, if any, or if
he has no such registered address, at his last known address, notice of such
meeting.
SECTION 4. Place of Meeting. All meetings of the Trustees shall be held at the
principal place of business of the Trust in Boston, Massachusetts, or such other
place within or without the Commonwealth as the person or persons requesting
said meeting to be called may designate, but any meeting may adjourn to any
other place.
SECTION 5. Special Action. When all the Trustees shall be present at any
meeting, however called, or wherever held, or shall assent to the holding of the
meeting without notice, or after the meeting shall sign a written assent thereto
on the record of such meeting, the acts of such meeting shall be valid as if
such meeting had been regularly held.
SECTION 6. Action by Consent. Any action by the Trustees may be taken without a
meeting if a written consent thereto is signed by a majority of the Trustees and
filed with the records of the Trustees' meetings, or by telephone consent
provided a 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 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.
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 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
3
<PAGE>
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
otherwise become payable; provided that in any
such case, the cash is to be delivered to the
Custodian(s);
(3) To the issuer thereof or its agent for transfer
into the name of the Trust, the Custodian(s) or a
nominee of either, or for exchange for a different
number of bonds or certificates representing the
same aggregate face amount or number of units;
provided that in any such case the new securities
are to be delivered to the Custodian(s);
(4) To the broker selling the same for examination, in accord
with the "street delivery" custom;
(5) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities or pursuant to provisions to any deposit
agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian(s);
(6) In the case of warrants, rights, or similar securities, the
surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts
or temporary securities for definitive securities;
(7) To any pledge by way of pledge or hypothecation to secure
any loan; and
(8) For deposit in a system for the central handling of
securities.
(d) The Custodian(s) shall pay out moneys of the Trust
only upon the purchase of securities for the
account of the Trust and the delivery in due
course of such securities to the Custodian(s), or
in connection with the conversion, exchange or
surrender of securities owned by the Trust as set
forth in (c), or for the redemption or repurchase
of shares issued by the Trust or for the making of
any disbursements authorized by the Trustees
pursuant to the Declaration of Trust or these
By-laws, or for the payment of any expense or
liability incurred by the Trust; provided that, in
every case where payment is made by the
Custodian(s) in advance of receipt of the
securities purchased, the Custodian(s) shall be
absolutely liable to the Trust for such securities
to the same extent as if the securities had been
received by the Custodian(s).
(e) The Custodian(s) shall make deliveries of
securities and payments of cash only upon written
instructions signed or initialed by such officer
or officers or other agent or agents of the Trust
as may be authorized to sign or initial such
instructions by resolution of the Trustees; it
being understood that the Trustees may from time
to time authorize a different person or persons to
sign or initial instructions for different
purposes.
The contract between the Trust and the Custodian(s) may contain any such
other provisions not inconsistent with the provisions of Section 3.6 of the
4
<PAGE>
Declaration of Trust or with these By-laws as the Trustees may approve.
Such contract shall be terminable by either party upon written notice to
the other within such time not exceeding sixty (60) days as may be specified in
the contract; provided, however, that upon termination of the contract or
inability of the Custodian(s) to continue to serve, the Custodian(s) shall, upon
written notice of appointment of another bank or trust company as custodian,
deliver and pay over to such successor custodian all securities and moneys held
by it for account of the Trust. In such case, the Trustees shall promptly
appoint a successor custodian, but in the event that no successor custodian can
be found having the required qualifications and willing to serve, it shall be
the duty of the Trustees to call as promptly as possible a special meeting of
the Shareholders to determine whether the Trust shall function without a
custodian or shall be liquidated. If so directed by vote of the holders of a
majority of the outstanding Shares, the Custodian(s) shall deliver and pay over
all property of the Trust held by it as specified in such vote.
Such contract shall also provide that, pending appointment of a
successor custodian or a vote of the shareholders specifying some other
disposition of the funds and property, the Custodian(s) shall not deliver funds
and property of the Trust to the Trust, but it may deliver them to a bank or
trust company doing business in Boston, Massachusetts, of its own selection
having aggregate capital, surplus and undivided profits, as shown by its last
published report, of not less than $2,000,000 as the property of the Trust to be
held under terms similar to those on which they were held by the retiring
custodian.
Any sub-custodian employed by the Custodian(s) pursuant to authorization
to do so granted by the Trust pursuant to Section 3.6 of the Declaration of
Trust shall be required to enter into a contract with the Custodian containing
in substance the same 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 circular in form bearing the
inscription:
"PIONEER INTERNATIONAL GROWTH FUND"
"A MASSACHUSETTS BUSINESS TRUST 1992"
SECTION 2. Fiscal Year. The fiscal year of the Trust shall be the period of
twelve months ending on the last day of __________ 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. Declaration of Trust. All references in these By-Laws to the
Declaration of Trust shall be deemed to refer to the Declaration of Trust of the
Trust dated October __, 1992, and known as "Pioneer International Growth Fund,"
as amended and in effect from time to time.
SECTION 7 Severability. Any determination that any provision of these By-Laws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws or the Declaration of Trust.
5
<PAGE>
SECTION 8. Pronouns. All pronouns used in these By-Laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.
6
<PAGE>
MANAGEMENT CONTRACT
THIS AGREEMENT dated this 25th day of March, 1993 between Pioneer
International Growth Fund, a Massachusetts business trust (the "Fund"), and
Pioneering Management Corporation, a Delaware corporation, (the "Manager").
W I T N E S S E T H
WHEREAS, the Fund 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 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 parties hereto deem it mutually advantageous that the Manager
should assist the Fund's Board of Trustees and officers in the management of the
securities portfolio.
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Fund and the Manager do hereby agree as follows:
1. The Manager is authorized to buy and sell securities and to
designate brokers to carry out such transactions, subject to the following
limitations. The Manager may not:
a. make any purchase the cost of which exceeds funds currently
available;
b. make any purchase that would violate any fundamental policy
or restriction in the Fund's Prospectus or Statement of
Additional Information as in effect from time to time.
2. Further, the Manager's discretion is limited by the following
general rules:
a. notice of each purchase or sale of securities shall be
forwarded promptly to each Trustee;
b. if any three Trustees disapprove in writing of any
transaction within forty-eight hours after dispatch of such
notice, the Manager shall immediately repurchase or resell
the security involved in such transaction, as the case may
be, at the expense and risk of the Fund;
c. all transactions will be made at the best price and
execution available, it being understood that broker-dealers
in certain foreign countries operate on a fixed commission
basis.
3. The Manager, at its own expense, shall furnish to the Fund 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 and supervising the keeping of the
books of the Fund and shall arrange, if desired by the Fund, for members of the
Manager's organization to serve as officers or agents of the Fund.
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 where such expenses
are incurred by the Manager or by the Fund in connection with the management of
the affairs and assets of the Fund, and (iii) all fees of subadvisers who may be
employed from time to time by the Manager and the Fund to manage portions of the
Fund's assets (collectively, the "Subadvisers").
The Fund shall assume and shall pay: (i) charges and expenses for
determining from time to time the value of the Fund's net assets and the keeping
of its books and records; (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; (iv) brokers' commissions,
and issue and transfer taxes, chargeable to the Fund in connection with
<PAGE>
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; (ix) distribution 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 Distributor, Inc.
4. It is understood that the Manager may employ Subadvisers under
agreements with each such Subadviser. The authorization given to the manager in
Section 1 hereof may be delegated by it under any such agreement to any of the
Subadvisers, provided that the Subadvisers shall be subject to the same
restrictions and limitations on investments and brokerage discretion as the
Manager. While the Manager shall be responsible for allocating assets among the
Subadvisers and monitoring their relative performances, the Fund agrees that the
Manager should not be accountable to the Fund or its shareholders for any loss
or other liability relating to specific investments directed by any Subadviser
(even though the Manager retains the right to reverse any such investment),
because the Fund and the Manager will be relying almost exclusively on the
expertise of the Subadvisers for the selection and monitoring of specific
investments directed by the Subadvisers.
5. The Fund shall pay to the Manager, as compensation for the
Manager's services hereunder, 1.00% per annum of the Fund's average daily net
assets up to $300 million, 0.85% of 1% of the next $200 million, and 0.75 of 1%
of all assets over $500 million. The management fee payable hereunder shall be
computed daily and paid monthly.
6. Either party hereto may, without penalty, terminate this contract
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 and the giving of
sixty days' written notice to the party.
7. This contract shall terminate on June 30 of any year, beginning on
June 30, 1994, in which its terms and renewal shall not have been approved by a
majority vote of the Trustees of the Fund voting in person, including a majority
of its Trustees who are not parties to this contract 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.
8. The Manager and its directors, officers, agents, employees and
stockholders may engage in other businesses and may render investment advisory
services to other investment companies or to any other corporation, association,
firm, individual or account.
9. Except as provided in Section 7 hereof, this contract shall
continue in full force and effect until terminated by one of the parties hereto
as provided in Section 6 hereof.
10. This contract shall automatically terminate in the event of its
assignment. For purposes of this contract, the term "assignment" shall have the
meaning given it by Section 2(a)(4) of the 1940 Act.
11. This contract shall become effective as of the date of execution
hereof.
12. Nothing in this contract shall be deemed to relieve or deprive the
Board of Trustees of the Fund of its responsibility for and control of the Fund.
13. The parties to this contract acknowledge and agree that all
liabilities arising hereunder, whether direct or indirect, and of any and every
nature whatsoever, including without limitation, liabilities arising in
connection with the agreement, if any, of the Fund or its Trustees set forth
herein to indemnify any party to this contract or any other person, shall be
satisfied out of the assets of the Fund 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.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized officers and their seal to be hereto
affixed as of the day and year first above written.
ATTEST: PIONEER INTERNATIONAL GROWTH FUND
/s/Joseph P. Barri /s/John F. Cogan, Jr.
Joseph P. Barri John F. Cogan, Jr.
Secretary President
ATTEST: PIONEERING MANAGEMENT CORPORATION
/s/Joseph P. Barri /s/David D. Tripple
Joseph P. Barri David D. Tripple
Secretary Executive Vice President
3
UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT, dated this 25th day of March, 1993 by and
between Pioneer International Growth 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 a dealer and is registered as a broker-dealer
with the Commission and is a member in good standing of the National Association
of Securities Dealers, Inc. (the "NASD");
WHEREAS, the parties hereto deem it mutually advantageous that the
Underwriter should act as Principal Underwriter, as defined in the 1940 Act, for
the sale to the public of the shares of beneficial interest of the securities
portfolio of each series of Pioneer which the Trustees may establish from time
to time (individually, a "Portfolio" and collectively, the "Portfolios"); and
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, Pioneer and the Underwriter do hereby agree as follows:
1. Pioneer does hereby grant to the Underwriter the right and option to
purchase shares of beneficial interest of a Portfolio of Pioneer (the "Shares")
for sale to investors either directly or indirectly through other
broker-dealers. The 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 shall terminate on any anniversary hereof if its terms
and renewal have not been approved by a majority vote of the Trustees of Pioneer
voting in person, including a majority of its Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Underwriting Agreement (the "Qualified Trustees"), at a
meeting of Trustees called for the purpose of voting on such approval. This
Agreement may also be terminated at any time, without payment of any penalty, by
Pioneer on 60 days' written notice to the Underwriter, or by the Underwriter
upon similar notice to Pioneer. This Agreement may also be terminated by a party
upon five (5) days' written notice to the other party in the event that the
Commission has issued an order or obtained an injunction or other court order
suspending effectiveness of the Registration Statement covering these shares of
<PAGE>
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.
5. 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.
6. 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 or its Trustees as set forth herein to indemnify any party
to this Agreement or any other person, if any, shall be satisfied out of the
assets of Pioneer and that no Trustee, officer or holder of shares of beneficial
interest of Pioneer shall be personally liable for any of the foregoing
liabilities. Pioneer's Declaration of Trust, as amended from time to time, is on
file in the Office of Secretary of State of The Commonwealth of Massachusetts.
The Declaration of Trust describes in detail the respective responsibilities and
limitations on liability of the Trustees, officers, and holders of shares of
beneficial interest.
7. This Agreement shall automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
8. 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 INTERNATIONAL GROWTH FUND
/s/Joseph P. Barri, Secretary /s/John F. Cogan, Jr.
Joseph P. Barri, Secretary John F. Cogan, Jr.
President
ATTEST: PIONEER FUNDS DISTRIBUTOR, INC.
/s/Joseph P. Barri, Clerk /s/Robert L. Butler
Joseph P. Barri, Clerk Robert L. Butler
President
2
AGREEMENT BETWEEN
BROWN BROTHERS HARRIMAN & CO.
AND
PIONEER INTERNATIONAL GROWTH FUND
<PAGE>
CUSTODIAN AGREEMENT
AGREEMENT made this 3rd day of March 11 1993, between PIONEER INTERNATIONAL
GROWTH 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:
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, (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 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,
<PAGE>
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 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, 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 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.
2
<PAGE>
L. Demand Deposit Bank Accounts - To open and operate an account or accounts in
the name of the Fund on the Custodian's books subject only to draft or order by
the Custodian. All funds received by the Custodian from or for the account of
the Fund shall be deposited in said account(s). The responsibilities of the
Custodian to the Fund for deposits accepted on the Custodian's books shall be
that of a U. S. bank for a similar deposit.
If and when authorized by proper instructions, the Custodian may open and
operate an additional account(s) in such other banks or trust companies as may
be designated by the Fund in such instructions (any such bank or trust company
so designated by the Fund being referred to hereafter as a "Banking
Institution"), provided that such account(s) (hereinafter collectively referred
to as "demand deposit bank accounts") shall be in the name of the Custodian for
account of the Fund and subject only to the Custodian's draft or order. Such
demand deposit accounts may be opened with Banking Institutions in the United
States and in other countries and may be denominated in either U. S. Dollars or
other currencies as the Fund may determine. All such deposits shall be deemed to
be portfolio securities of the Fund and accordingly the responsibility of the
Custodian therefore shall be the same as and no greater than the Custodian's
responsibility in respect of other portfolio securities of the Fund.
M. Interest Bearing Call or Time Deposits - To place interest bearing fixed term
and call deposits with such banks and in such amounts as the Fund may authorize
pursuant to proper instructions. Such deposits may be placed with the Custodian
or with Subcustodians or other Banking Institutions as the Fund may determine.
Deposits may be denominated in U. S. Dollars or other currencies and need not be
evidenced by the issuance or delivery of a certificate to the Custodian,
provided that the Custodian shall include in its records with respect to the
assets of the Fund appropriate notation as to the amount and currency of each
such deposit, the accepting Banking Institution and other appropriate details,
and shall retain such forms of advice or receipt evidencing the deposit, if any,
as may be forwarded to the Custodian by the Banking Institution. Such deposits,
other than those placed with the Custodian, shall be deemed portfolio securities
of the Fund and the responsibilities of the Custodian therefor shall be the same
as those for demand deposit bank accounts placed with other banks, as described
in Section 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
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.
0. Stock Loans - Upon receipt of proper instructions, to deliver securities of
the Fund, in connection with loans of securities by the Fund, to the borrower
thereof prior to receipt of the collateral, if any, for such borrowing, provided
that for stock loans secured by cash collateral the Custodian's instructions to
the Securities System require that the Securities System may deliver the
securities to the borrower thereof only upon receipt of the collateral for such
borrowing.
P. Collections - To collect, receive and deposit in said account or accounts all
income, payments of principal and other payments with respect to the securities
held hereunder, and in connection therewith to deliver the certificates or other
instruments representing the securities to the issuer thereof or its agent when
securities are called, redeemed, retired or otherwise become payable; provided,
that the payment is to be made in such form and manner and at such time, which
may be after delivery by the Custodian of the instrument representing the
3
<PAGE>
security, as is in accordance with the terms of the instrument representing the
security, or such proper instructions as the Custodian may receive, or
governmental regulations, the rules of Securities Systems or other U.S.
securities depositories and clearing agencies or, with respect to securities
referred to in clause (iii) of the last sentence of Section 2D, in accordance
with generally accepted trade practice; (ii) to execute ownership and other
certificates and affidavits for all federal and state tax purposes in connection
with receipt of income or other payments with respect to securities of the Fund
or in connection with transfer of securities, and (iii) pursuant to proper
instructions to take such other actions with respect to collection or receipt of
funds or transfer of securities which involve an investment decision.
Q. Dividends, Distributions and Redemptions - Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Fund's
shareholder servicing agent or agent with comparable duties (the "Shareholder
Servicing Agent") (given by such person or persons and in such manner on behalf
of the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities to the Shareholder Servicing Agent
or otherwise apply funds or securities, insofar as available, for the payment of
dividends or other distributions to Fund shareholders. Upon receipt of proper
instructions from the Fund, or upon receipt of instructions from the Shareholder
Servicing Agent (given by such person or persons and in such manner on behalf of
the Shareholder Servicing Agent as the Fund shall have authorized), the
Custodian shall release funds or securities, insofar as available, to the
Shareholder Servicing Agent or as such Agent shall otherwise instruct for
payment to Fund shareholders who have delivered to such Agent a request for
repurchase or redemption of their shares of capital stock of the Fund.
R. Proxies, Notices, Etc. - Promptly to deliver or mail to the Fund all forms of
proxies and all notices of meetings and any other notices or announcements
affecting or relating to securities owned by the Fund that are received by the
Custodian, and upon receipt of proper instructions, to execute and deliver or
cause its nominee to execute and deliver such proxies or other authorizations as
may be required. Neither the Custodian nor its nominee shall vote upon any of
such securities or execute any proxy to vote thereon or give any consent or take
any other action with respect thereto (except as otherwise herein provided)
unless ordered to do so by proper instructions.
S. Nondiscretionary Details - Without the necessity of express authorization
from the Fund, 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 0 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 0, or (iii)
any other domestic clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934 which acts
as a securities depository and whose use the Fund has previously approved in
writing (each of the foregoing being referred to in this Agreement as a
"Securities System"). Utilization of a Securities System shall be in accordance
with applicable Federal Reserve Board and Securities and Exchange Commission
rules and regulations, if any, and subject to the following provisions:
1) The Custodian may deposit and/or maintain Fund securities, either directly or
through one or more Agents appointed by the Custodian (provided that any such
agent shall be qualified to act as a custodian of the Fund pursuant to the
Investment Company Act of 1940 and the rules and regulations thereunder), in a
Securities System provided that such securities are represented in an account
("Account") of the Custodian or such Agent in the Securities System which shall
not include any assets of the Custodian or Agent other than assets held as a
fiduciary, custodian, or otherwise for customers;
2) The records of the Custodian with respect to securities of the Fund which are
maintained in a Securities System shall identify by book-entry those securities
belonging to the Fund;
3) The Custodian shall pay for securities purchased for the account of the Fund
upon (i) receipt of advice from the Securities System that such securities have
4
<PAGE>
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.
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 rund's Declaration
of Trust or Certificate of Incorporation or By-Laws (or comparable documents) or
votes or proceedings of the shareholders or Directors of the Fund. The Custodian
shall in no event be liable to the Fund and shall be indemnified by the Fund for
any violation which occurs in the course of carrying out instructions given by
the Fund of any investment limitations to which the Fund is subject or other
limitations with respect to the Fund's powers to make expenditures, encumber
securities, borrow or take similar actions affecting the Fund.
X. Proper Instructions - Proper instructions shall mean a tested telex from the
Fund or a written request, direction, instruction or certification signed or
initialled on behalf of the Fund by one or more person or persons as the Board
of 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 (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 reponsibilities 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
electromechanical 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.
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<PAGE>
Y. Segregated Account - The Custodian shall upon receipt of proper instructions
establish and maintain on its books a segregated account or accounts for and on
behalf of the Fund, into which account or accounts may be transferred cash
and/or securities of the Fund, including securities maintained by the Custodian
pursuant to Section 2U hereof, (i) in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. (or any futures commission merchant registered under
the Commodity Exchange Act) relating to compliance with the rules of the Options
Clearing Corporation and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract market), or any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Fund, (ii) for purposes of segregating cash
or securities in connection with options purchased, sold or written by the Fund
or commodity futures contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies, and (iv) as mutually
agreed from time to time between the Fund and the Custodian.
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 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 Fund to give
the approval required by the preceding paragraph and for the Custodian to put
the appropriate arrangements in place with such Subcustodian, including
negotiation of a subcustodian agreement and submission of such subcustodian
agreement to the Fund for approval.
If the Fund shall have invested in a security to be held in a country before the
foregoing procedures have been completed, such security shall be held by such
agent as the Custodian may appoint. In any event, the Custodian shall be liable
to the Fund for the actions of such agent if and only to the extent the
Custodian shall have recovered from such agent for any damages caused the Fund
by such agent. At the request of the Fund, Custodian agrees to remove any
securities held on behalf of the Fund by such agent, if practical, to an
approved Subcustodian. Under such circumstances Custodian will collect income
and respond to corporate actions on a best efforts basis.
With respect to securities and funds held by a Subcustodian, either directly or
indirectly (including by a securities depository or clearing agency),
notwithstanding any provision of this Agreement to the contrary, payment for
securities purchased and delivery of securities sold may be made prior to
receipt of the securities or payment, respectively, and securities or payment
may be received in a form, in accordance with governmental regulations, rules of
securities depositories and clearing agencies, or generally accepted trade
practice in the applicable local market.
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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
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 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 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
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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-Laws, 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 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 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.) In no event shall the Custodian
be liable or responsible to the Fund, any present or former shareholder of the
Fund or any other party for any error or delay which continued or was undetected
after the date of an audit performed by the certified public accountants
employed by the Fund if, in the exercise of reasonable care in accordance with
generally accepted accounting standards, such accountants should have become
aware of such error or delay in the course of performing such audit. The
Custodian's 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
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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 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
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 ProperInstruction; 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 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 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
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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 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 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.
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.
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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.
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.
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.
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 60 State Street Boston,
Massachusetts 02109 - or to such 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.
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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 INTERNATIONAL BROWN BROTHERS HARRIMAN
GROWTH FUND & CO
By ____________________________ per pro
----------------------
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PIONEER INTERNATIONAL GROWTH FUND
APPENDIX B
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
March 25, 1993
Pioneer International Growth 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
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")
that 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 the
services contemplated by this Agreement. If PSC so requests, Customer agrees to
confirm the accuracy of any starting records of Customer's assets and accounts
produced from PSC's computer or held in other recording systems. In the event
Customer does not, prior to the Effective Date, comply fully with any of the
foregoing provisions of this Section 3, the date for commencement of PSC's
services hereunder may be postponed by PSC until such compliance has taken
place.
Customer shall, from time to time, while this Agreement is in
effect deliver all such materials and data as may be necessary or desirable to
enable PSC to perform its services hereunder, including without limitation,
those described in Section 12 hereof.
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, any and all 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, any and all records and documents
created and maintained by PSC pursuant to this Agreement which are no longer
needed by PSC in the performance of its services or for its protection.
If not so turned over to Customer, such documents and reports will
be retained by PSC for six years from the year of creation, during the first two
of which the same will be in readily accessible form. At the end of six years,
such records and documents, will be turned over to Customer by PSC unless
Customer authorizes their destruction.
5. PSC'S DUTY OF CARE. PSC shall at all time use reasonable care and act in
good faith in performing its duties hereunder. PSC shall incur no liability to
Customer in connection with its performance of services hereunder except to the
extent that it does not comply with the foregoing standards.
PSC shall at all times adhere to various procedures and systems
consistent with industry standards in order to safeguard 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
Customer in the event of a material adverse change in such insurance coverage.
In the event of damage or loss occurring to 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.
<PAGE>
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 Customer or by the shareholders of the Account to PSC, except to the
extent disclosures are required by this 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
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 Customer or Customer's agents, including reasonable
visitation by 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. Customer will keep confidential and will cause to keep
confidential all confidential information obtained by its employees or agents or
any other individual representing 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
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 Customer with
respect to the Account.
Notwithstanding the above, whenever Customer may be asked to
indemnify or hold PSC harmless, Customer shall be advised of all pertinent facts
arising from the situation in question. Additionally, PSC will use reasonable
care to identify and notify Customer promptly concerning any situation which
presents, actually or potentially, a claim for indemnification against Customer.
Customer shall have the option to defend PSC against any claim for which PSC is
entitled to indemnification from Customer under the terms hereof, and in the
event Customer so elects, it will notify PSC and, thereupon, 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 Customer will be asked to indemnify PSC except with 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 $20.33 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,
2
<PAGE>
mailgrams, mail insurance on certificates and data processing file recovery
insurance.
11. TERMINATION. Either PSC or Customer may at any time terminate this
Agreement by giving 90 days' prior written notice to the other.
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.
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 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 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 Customer shall
be personally liable for any of the foregoing liabilities. 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 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
3
<PAGE>
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.
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, Clerk William H. Smith, Jr.
President
PIONEER INTERNATIONAL GROWTH FUND
/S/Joseph P. Barri /S/John F. Cogan, Jr.
Joseph P. Barri, Secretary John F. Cogan, Jr.
President
4
October 26, 1992
Trustees of Pioneer
International Growth Fund
60 State Street
Boston, MA 02109
Ladies and Gentlemen:
We have been advised that Pioneer International Growth Fund (the "Fund")
proposes to register under the Securities Act of 1933, as amended (the "Act"),
and to offer and sell from time to time, an indefinite number of shares of
beneficial interest of the Fund, without par value ("Fund Shares"), which shall
be sold at not less than "net asset value", as defined in the Fund's Declaration
of Trust on file in the office of the Secretary of The Commonwealth of
Massachusetts and the Clerk of the City of Boston (the "Declaration of Trust").
We have examined the Fund's Declaration of Trust, By-Laws, Written Actions
of the Board of Trustees, and such other documents as we have deemed necessary
or appropriate for the purposes of this opinion, including, but not limited to,
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, trust records and other instruments.
In our examination of such documents, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
latter documents.
The opinion set forth in paragraph 3 below is qualified in that
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 disclaims shareholder liability for obligations of the Fund
and requires that notice of such disclaimer be given in every note, bond,
contract, instrument, certificate or undertaking made or issued by the Trustee
or by any officer or officers of the Trust. The Declaration of Trust provides
for indemnification against all loss and expense of any shareholder of a series
of Fund Shares held personally liable solely by reason of being or having been a
shareholder of the Fund, such indemnification to be paid solely out of the
assets of such series. Thus, the shareholder's risk is limited to circumstances
in which the assets of the particular series of which he or she is or was a
shareholder would be insufficient to meet the obligations asserted against or
with respect to such assets.
We have not made an independent review of the laws of any state or
jurisdiction other than the laws of the Commonwealth of Massachusetts.
Based on and subject to the foregoing, we are of the opinion that:
1. The Fund is duly organized, validly existing and in good standing
under the laws of The Commonwealth of Massachusetts; and
2. The beneficial interest of the Fund is divided into an unlimited
number of shares of beneficial interest, no par value per share.
3. The Fund Shares will be validly issued, fully paid and
non-assessable by the Fund when issued in accordance with the provisions of the
Declaration of Trust and subject to compliance with the Securities Act of 1933,
the Investment Company Act of 1940 and the applicable state laws regulating the
sale of securities.
We understand that the Trust is currently in the process of registering or
qualifying shares of the Fund in various states. We hereby consent to the filing
of a copy of this opinion with the securities administrators for such states and
with the Securities and Exchange Commission as part of the Fund's Registration
Statement on Form N-1A (or an amendment thereto) covering an indefinite number
of Fund Shares, but not with any other parties or for any purpose.
Very truly yours,
Hale and Dorr
Hale and Dorr
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated January 11, 1995 (and to all references to our firm) included in or made a
part of the Pioneer International Growth Fund Post-Effective Amendment No. 3 to
Registration Statement File No. 33-53746 and Amendment No. 4 to Registration
Statement File No. 811-7318.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 22, 1995
STOCK PURCHASE AGREEMENT
This Agreement is made this ___ day of October, 1992 between The Pioneer
Group, Inc., a Delaware corporation ("PGI") and Pioneer International Growth
Fund, a Massachusetts business trust (the "Fund").
WHEREAS, the Fund wishes to sell and PGI wishes to purchase _____ shares of
beneficial interest in the Fund 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 the Fund;
NOW, THEREFORE, the parties hereto agree as follows:
1. Simultaneously with the execution of this Agreement, PGI is delivering
to the Fund a check in the amount of $__________ in full 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: ____________________________
Its: ____________________________
PIONEER INTERNATIONAL GROWTH FUND
By: ____________________________
Its: ____________________________
DISTRIBUTION PLAN
PIONEER INTERNATIONAL GROWTH FUND
DISTRIBUTION PLAN, dated as of March 25, 1993 of PIONEER INTERNATIONAL
GROWTH FUND, a Massachusetts business trust (the "Trust").
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust intends to distribute its shares of beneficial interest
(the "Shares") of the securities portfolio of each series of Pioneer which the
Trustees may establish from time to time (the "Portfolio") 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 Distribution Plan (the "Plan") as
a plan of distribution pursuant to such rule;
WHEREAS, the Trust desires to engage Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD"), to provide certain distribution services for
the Trust in connection with the Plan;
WHEREAS, the Trust desires to enter into an underwriting agreement with
PFD, whereby PFD will provide facilities and personnel and render services to
the Trust in connection with the offering and distribution of Shares (the
"Underwriting Agreement");
WHEREAS, the Trust also recognizes and agrees that (a) PFD may retain the
services of firms or individuals to act as dealers or wholesalers (collectively,
the "Dealers") of the Shares in connection with the offering of Shares, (b) PFD
may compensate any Dealer that sells Shares in the manner and at the rate or
rates to be set forth in an agreement between PFD and such Dealer, and (c) PFD
may make such payments to the Dealers for distribution services out of the fee
paid to PFD hereunder, its profits or any other source available to it; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Plan, has evaluated such information as it
deemed necessary to an informed determination whether this Plan should be
adopted and implemented and has considered such pertinent factors as it deemed
necessary to form the basis for a decision to use assets of the Trust for such
purposes, and has determined that there is a reasonable likelihood that the
adoption and implementation of this Plan will benefit the Trust and its
shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Plan
for the Trust as a plan of distribution in accordance with Rule 12b-1, on the
following terms and conditions:
1. The Trust may expend pursuant to this Plan amounts not to exceed .25% of
1% of the average daily net assets of each Portfolio per annum.
2. Subject to the limit in paragraph 1, the Trust shall reimburse PFD for
amounts expended by PFD to finance any activity which is primarily intended to
result in the sale of shares of the Trust or the provision of services to
shareholders of the Trust, including but not limited to commissions or other
payments to Dealers and salaries and other expenses of PFD relating to selling
or servicing efforts, provided, that the Board of Trustees of the Trust shall
approve categories of expenses for which reimbursement shall be made pursuant to
this paragraph 2 and, without limiting the generality of the foregoing, the
initial categories of such expenses shall be (i) a service fee to be paid to
qualified broker-dealers in an amount not to exceed 25/100 of 1% per annum of
each Portfolio's daily net assets; (ii) reimbursement to PFD for its
expenditures for broker-dealer commissions and employee compensation on certain
sales of the Trust's Shares with no initial sales charge; and (iii)
reimbursement to PFD for expenses incurred providing services to shareholders
and supporting broker-dealers and other organizations, such as banks and trust
companies, in their effort to provide such services (any addition of such
categories shall be subject to the approval of the Qualified Trustees, as
defined below, of the Trust). Such reimbursement shall be paid ten (10) days
after the end of the month or quarter, as the case may be, in which such
expenses are incurred. The Trust acknowledges that PFD will charge a sales load
in connection with sales of such shares and that PFD will reallow to Dealers all
<PAGE>
or a portion of such sales load, as described in the Trust's Prospectus from
time to time. Nothing contained herein is intended to have any effect whatsoever
on PFD's ability to charge any such sales load or to reallow all or any portion
thereof to Dealers.
3. The Trust understands that agreements between PFD and Dealers may
provide for payment of fees to Dealers in connection with the sale of Shares and
the provision of services to shareholders of the Trust. Nothing in this Plan
shall be construed as requiring the Trust to make any payment to any Dealer or
to have any obligations to any Dealer in connection with services as a dealer of
the Shares. PFD shall agree and undertake that any agreement entered into
between PFD and any Dealer shall provide that such Dealer shall look solely to
PFD for compensation for its services thereunder and that in no event shall such
Dealer seek any payment from the Trust.
4. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust or By-Laws or any applicable
statutory or regulatory requirement to which it is subject or by which it is
bound, or to relieve or deprive the Trust's Board of Trustees of the
responsibility for and control of the conduct of the affairs of the Trust.
5. This Plan shall become effective upon approval by a vote of the Board of
Trustees and a vote of a majority of the Trustees who are not "interested
persons" of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any agreement related to the Plan (the
"Qualified Trustees"), such votes to be cast in person at a meeting called for
the purpose of voting on this Plan.
6. This Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Plan shall expire on March 25,
1994. In the event of termination or non-continuance of this Plan, each
Portfolio has twelve months to reimburse any expense which it incurs prior to
such termination or non-continuance, provided that payments by such Portfolio
during such twelve-month period shall not exceed 25/100 of 1% of each
Portfolio's average daily net assets during such period.
7. This Plan may be amended at any time by the Board of Trustees, provided
that this Plan may not be amended to increase materially the limitation 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
the Trust and may not be materially amended in any case without a vote of a
majority of both the Trustees and the Qualified Trustees. Any amendment of this
Plan to increase or modify the expense categories initially designated by the
Trustees in paragraph 2 above shall only require approval of a majority of the
Trustees and the Qualified Trustees if such amendment does not include an
increase in the expense limitation set forth in paragraph 1 above. This 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
the Trust.
8. In the event of termination or expiration of the Plan, the Trust may
nevertheless, within twelve months of such termination or expiration reimburse
any expense which it incurs prior to such termination or expiration, provided
that payments by the Trust during such twelve-month period shall not exceed .25%
or 1% of the Trust's average net daily assets during such period and provided
further that such payments are specifically approved by the Board of Trustees,
including a majority of the Qualified Trustees.
9. The Trust and PFD shall provide to the Trust's Board of Trustees, and
the Board of Trustees shall review, at least quarterly, a written report of the
amounts expended under this Plan and the purposes for which such expenditures
were made.
10. While this Plan is in effect, the selection and nomination of Qualified
Trustees shall be committed to the discretion of the Trustees who are not
"interested persons" of the Trust.
11. For the purposes of this 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.
12. The Trust shall preserve copies of this Plan, and each agreement
related hereto and each report referred to in paragraph 9 hereof (collectively,
the "Records"), for a period of not less than six (6) years from the end of the
2
<PAGE>
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.
13. This Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
14. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not be
affected thereby.
3
FORM OF
CLASS B DISTRIBUTION PLAN
PIONEER INTERNATIONAL GROWTH FUND
CLASS B DISTRIBUTION PLAN, dated as of _____________, 1994 of PIONEER
INTERNATIONAL GROWTH FUND, a Massachusetts business trust (the "Trust").
WITNESSETH
WHEREAS, the Trust is engaged in business as an open-end, diversified,
management investment company and is registered under the Investment Company Act
of 1940, as amended (collectively with the rules and regulations promulgated
thereunder, the "1940 Act");
WHEREAS, the Trust intends to distribute shares of beneficial interest (the
"Class B Shares") of the Trust in accordance with Rule 12b-1 promulgated by the
Securities and Exchange Commission under the 1940 Act ("Rule 12b-1"), and
desires to adopt this Class B distribution plan (the "Class B Plan") as a plan
of distribution pursuant to such Rule;
WHEREAS, the Trust desires that Pioneer Funds Distributor, Inc., a
Massachusetts corporation ("PFD"), provide certain distribution services for the
Trust's Class B Shares in connection with the Class B Plan;
WHEREAS, the Trust has entered into an underwriting agreement (in a form
approved by the Trust's Board of Trustees in a manner specified in such Rule
12b-1) with PFD, whereby PFD provides facilities and personnel and renders
services to the Trust in connection with the offering and distribution of Class
B Shares (the "Underwriting Agreement");
WHEREAS, the Trust also recognizes and agrees that (a) PFD may retain the
services of firms or individuals to act as dealers or wholesalers (collectively,
the "Dealers") of the Class B Shares in connection with the offering of Class B
Shares, (b) PFD may compensate any Dealer that sells Class B Shares in the
manner and at the rate or rates to be set 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 Trust recognizes and agrees that PFD may impose certain
deferred sales charges in connection with the repurchase of Class B shares by
the Trust, and PFD may retain (or receive from the Trust, as the case may be)
all such deferred sales charges; and
WHEREAS, the Board of Trustees of the Trust, in considering whether the
Trust should adopt and implement this Class B Plan, has evaluated such
information as it deemed necessary to an informed determination whether this
Class B Plan should be adopted and implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision to use assets of
the Trust for such purposes, and has determined that there is a reasonable
likelihood that the adoption and implementation of this Class B Plan will
benefit the Trust and its Class B shareholders;
NOW, THEREFORE, the Board of Trustees of the Trust hereby adopts this Class
B Plan for the Trust as a plan of distribution of Class B Shares in accordance
with Rule 12b-1, on the following terms and conditions:
1. (a) The Trust is authorized to compensate PFD for (1)
distribution services and (2) personal and account maintenance
services performed and expenses incurred by PFD in connection
with the Trust's Class B shares. Such compensation shall be
calculated and accrued daily and paid quarterly or at such other
intervals as the Board of Trustees may determine.
<PAGE>
(b) The amount of compensation paid during any one year for
distribution services shall be .75% of the average daily net
assets of the Trust attributable to such year.
(c) Distribution services and expenses for which PFD may be
compensated pursuant to this Plan include, without limitation:
compensation to and expenses of brokers and dealers who are
members of the National Association of Securities Dealers, Inc.
("NASD") or their officers, sales representatives and employees;
compensation to and expenses of PFD and any of its officers,
sales representatives and employees, including allocable
overhead, travel and telephone expenses, who engage in or support
distribution of the Trust'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 Trust attributable to such year. 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 or qualification standards have not been met as partial
consideration for personal services and/or account maintenance
services provided by PFD to the Class B shares.
(e) Personal and account maintenance services for which PFD or
Dealers may be compensated pursuant to this Plan include, without
limitation: payments made to or on account of PFD or other
brokers and dealers who are members of the NASD or their
officers, sales representatives and employees who respond to
inquiries of, and furnish assistance to, shareholders regarding
their ownership of Class B shares or their accounts or who
provide similar services not otherwise provided by or on behalf
of the Trust.
(f) PFD may impose certain deferred sales charges in connection
with the repurchase of Class B shares by the Trust and PFD may
retain (or receive from the Trust as the case may be) all such
deferred sales charges.
(g) Appropriate adjustments to payments made pursuant to clauses
(b) and (d) of this paragraph 1 shall be made whenever necessary
to ensure that no payment is made by the Trust in excess of the
applicable maximum cap imposed on asset based, front-end and
deferred sales charges by subsection (d) of Section 26 of Article
III of the Rules of Fair Practice of the NASD.
2. The Trust understands that agreements between PFD and Dealers may
provide for payment of fees to Dealers in connection with the sale of Class B
Shares and the provision of services to shareholders of the Trust. Nothing in
this Class B Plan shall be construed as requiring the Trust to make any payment
to any Dealer or to have any obligations to any Dealer in connection with
services as a dealer of the Class B Shares. PFD shall agree and undertake that
any agreement entered into between PFD and any Dealer shall provide that such
Dealer shall look solely to PFD for compensation for its services thereunder and
that in no event shall such Dealer seek any payment from the Trust.
3. Nothing herein contained shall be deemed to require the Trust to take
any action contrary to its Declaration of Trust, as it may be amended or
restated from time to time, or By-Laws or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of the responsibility for and control of
the conduct of the affairs of the Trust.
4. This Class B Plan shall become effective upon approval by a vote of the
Board of Trustees and a vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect financial
interest in the operation of the 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.
2
<PAGE>
5. This Class B Plan will remain in effect indefinitely, provided that such
continuance is "specifically approved at least annually" by a vote of both a
majority of the Trustees of the Trust and a majority of the Qualified Trustees.
If such annual approval is not obtained, this Class B Plan shall expire on
____________, 1995.
6. This Class B Plan may be amended at any time by the Board of Trustees,
provided that this Class B Plan may not be amended to increase materially the
limitations on the annual percentage of average net assets which may be expended
hereunder without the approval of holders of a "majority of the outstanding
Class B voting securities" of the Trust and may not be materially amended in any
case without a vote of a majority of both the Trustees and the Qualified
Trustees. This Class 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 Trust.
7. The Trust and PFD shall provide to the Trust's Board of Trustees, and
the Board of Trustees shall review, at least quarterly, a written report of the
amounts expended under this Class B Plan and the purposes for which such
expenditures were made.
8. While this Class B Plan is in effect, the selection and nomination of
Qualified Trustees shall be committed to the discretion of the Trustees who are
not "interested persons" of the Trust.
9. For the purposes of this Class B Plan, the terms "interested persons,"
"majority of the outstanding voting securities" and "specifically approved at
least annually" are used as defined in the 1940 Act.
10. The Trust shall preserve copies of this Class B Plan, and each
agreement related hereto and each report referred to in Paragraph 7 hereof
(collectively, the "Records"), for a period of not less than six (6) years from
the end of the fiscal year in which such Records were made and for a period of
two (2) years, each of such Records shall be kept in an easily accessible place.
11. This Class B Plan shall be construed in accordance with the laws of The
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act.
12. If any provision of this Class B Plan shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Class B Plan
shall not be affected thereby.
3
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000893660
<NAME> Pioneer International Growth Fund
<SERIES>
<NUMBER> 000
<NAME> NONE
<MULTIPLIER> 1
<CURRENCY> U. S .Dollars
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-START> DEC-01-1993
<PERIOD-END> NOV-30-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 247,921,998
<INVESTMENTS-AT-VALUE> 239,109,315
<RECEIVABLES> 26,946,579
<ASSETS-OTHER> 8,458
<OTHER-ITEMS-ASSETS> 62,053,460
<TOTAL-ASSETS> 328,117,812
<PAYABLE-FOR-SECURITIES> 22,578,637
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,270,269
<TOTAL-LIABILITIES> 24,848,906
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 297,892,450
<SHARES-COMMON-STOCK> 14,076,421
<SHARES-COMMON-PRIOR> 4,157,094
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 141,256
<ACCUMULATED-NET-GAINS> 13,336,189
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (7,959,733)
<NET-ASSETS> 303,268,906
<DIVIDEND-INCOME> 5,061,816
<INTEREST-INCOME> 1,292,563
<OTHER-INCOME> 0
<EXPENSES-NET> 4,472,536
<NET-INVESTMENT-INCOME> 1,881,843
<REALIZED-GAINS-CURRENT> 12,500,948
<APPREC-INCREASE-CURRENT> (13,963,466)
<NET-CHANGE-FROM-OPS> 419,325
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 6,409,195
<DISTRIBUTIONS-OTHER> 141,256
<NUMBER-OF-SHARES-SOLD> 14,079,830
<NUMBER-OF-SHARES-REDEEMED> 4,436,369
<SHARES-REINVESTED> 275,866
<NET-CHANGE-IN-ASSETS> 216,345,486
<ACCUMULATED-NII-PRIOR> (283,606)
<ACCUMULATED-GAINS-PRIOR> 5,787,454
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,256,822
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,472,536
<AVERAGE-NET-ASSETS> 225,845,911
<PER-SHARE-NAV-BEGIN> 20.910
<PER-SHARE-NII> 0.190
<PER-SHARE-GAIN-APPREC> 1.870
<PER-SHARE-DIVIDEND> 0.030
<PER-SHARE-DISTRIBUTIONS> 1.390
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.550
<EXPENSE-RATIO> 1.950
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
POWER OF ATTORNEY
I, the undersigned trustee and officer of Pioneer International Growth
Fund, a Massachusetts business trust, do hereby constitute and appoint Joseph P.
Barri and David D. Tripple, and each of them acting singly, to be my true,
sufficient and lawful attorneys, with full power to each of them and each of
them acting singly, to sign for me, in my name and in the capacities indicated
below, any and all amendments to the Registration Statement on Form N-1A to be
filed by Pioneer International Growth Fund under the Investment Company Act of
1940, as amended, and under the Securities Act of 1933, as amended, with respect
to the offering of its shares of beneficial interest and any and all other
documents and papers relating thereto, and generally to do all such things in my
name and on behalf of me in the capacities indicated to enable Pioneer
International Growth Fund to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission thereunder, hereby ratifying and confirming
my signature as it may be signed by said attorneys or each of them to any and
all amendments to said Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: November ___, 1992
/s/John F. Cogan, Jr.
John F. Cogan, Jr., President,
Chief Executive Officer and
Trustee
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and trustees of Pioneer International Growth
Fund, a Massachusetts business trust, do hereby severally constitute and appoint
John F. Cogan, Jr., David D. Tripple, and Joseph P. Barri, and each of them
acting singly, to be our true, sufficient and lawful attorneys, with full power
to each of them, and each of them acting singly, to sign for each of us, in the
name of each of us and in the capacities indicated below, any and all amendments
to the Registration Statement on Form N-1A to be filed by Pioneer International
Growth Fund under the Investment Company Act of 1940, as amended, and under the
Securities Act of 1933, as amended, with respect to the offering of its shares
of beneficial interest and any and all other documents and papers relating
thereto, and generally to do all such things in the name of each of us and on
behalf of each of us in the capacities indicated to enable Pioneer International
Growth Fund to comply with the Investment Company Act of 1940, as amended, and
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission thereunder, hereby ratifying and confirming the
signature of each of us as it may be signed by said attorneys or each of them to
any and all amendments to said Registration Statement.
IN WITNESS WHEREOF, we have hereunder set our hands on the dates opposite
our respective signatures.
Dated: November ___, 1992
/s/David D. Tripple /s/John W. Kendrick
David D. Tripple, Trustee and John W. Kendrick, Trustee
Executive Vice President
/s/William H. Keough /s/Marguerite A. Piret
William H. Keough, Treasurer Marguerite A. Piret, Trustee
and Chief Financial Officer
/s/Richard H. Egdahl, M.D. /s/John Winthrop
Richard H. Egdahl, M.D., John Winthrop, Trustee
Trustee
/s/Margaret B.W. Graham /s/Franklin R. Johnson
Margaret B.W. Graham, Trustee Franklin R. Johnson, Trustee
<PAGE>
POWER OF ATTORNEY
I, the undersigned trustee and officer of Pioneer International Growth
Fund, a Massachusetts business trust, do hereby constitute and appoint Joseph P.
Barri, to be my true, sufficient and lawful attorney, with full power to sign
for me, in my name and in the capacities indicated below, any and all amendments
to the Registration Statement on Form N-1A to be filed by Pioneer International
Growth Fund under the Investment Company Act of 1940, as amended, and under the
Securities Act of 1933, as amended, with respect to the offering of its shares
of beneficial interest and any and all other documents and papers relating
thereto, and generally to do all such things in my name and on behalf of me in
the capacities indicated to enable Pioneer International Growth Fund to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
said attorney to any and all amendments to said Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: October ___, 1992
/s/David D. Tripple
David D. Tripple, Executive Vice President and Trustee
<PAGE>
POWER OF ATTORNEY
I, the undersigned trustee of Pioneer International Growth Fund, a
Massachusetts business trust, do hereby constitute and appoint Joseph P. Barri
and David D. Tripple, and each of them acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them and each of them acting
singly, to sign for me, in my name and in the capacity indicated below, any and
all amendments to the Registration Statement on Form N-1A to be filed by Pioneer
International Growth Fund under the Investment Company Act of 1940, as amended,
and under the Securities Act of 1933, as amended, with respect to the offering
of its shares of beneficial interest and any and all other documents and papers
relating thereto, and generally to do all such things in my name and on behalf
of me in the capacity indicated to enable Pioneer International Growth Fund to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by said attorneys or each of them to any and all amendments to said
Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: October ___, 1992
/s/Marguerite A. Piret
Marguerite A. Piret, Trustee
<PAGE>
POWER OF ATTORNEY
I, the undersigned officer of Pioneer International Growth Fund, a
Massachusetts business trust, do hereby constitute and appoint Joseph P. Barri
and David D. Tripple, and each of them acting singly, to be my true, sufficient
and lawful attorneys, with full power to each of them and each of them acting
singly, to sign for me, in my name and in the capacity indicated below, any and
all amendments to the Registration Statement on Form N-1A to be filed by Pioneer
International Growth Fund under the Investment Company Act of 1940, as amended,
and under the Securities Act of 1933, as amended, with respect to the offering
of its shares of beneficial interest and any and all other documents and papers
relating thereto, and generally to do all such things in my name and on behalf
of me in the capacity indicated to enable Pioneer International Growth Fund to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by said attorneys or each of them to any and all amendments to said
Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: October 22, 1992
/s/William H. Keough
William H. Keough, Treasurer
and Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
I, the undersigned trustee of Pioneer Bond Fund, Pioneer Europe Fund,
Pioneer Fund, Pioneer Growth Trust, Pioneer International Growth Fund, Pioneer
Money Market Trust, Pioneer Municipal Bond Fund, Pioneer Short-Term Income
Trust, Pioneer Tax-Free State Series Trust, Pioneer II, Pioneer Three and
Pioneer U.S. Government Trust (collectively, the "Funds"), all Massachusetts
business trusts, do hereby constitute and appoint John F. Cogan, Jr., Joseph P.
Barri and William H. Keough, and each of them acting singly, to be my true,
sufficient and lawful attorneys, with full power to each of them, and each of
them acting singly, to sign for me, in my name and in the capacity indicated
below, any and all amendments to the Registration Statements on Forms N-1A to be
filed by the Funds under the Investment Company Act of 1940, as amended, and
under the Securities Act of 1933, as amended, with respect to the offering of
the Funds' shares of beneficial interest, no par value, and any and all other
documents and papers relating thereto, and generally to do all such things in my
name and on my behalf in the capacity indicated to enable the Funds to comply
with the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
said attorneys or each of them to any and all amendments to said Registration
Statements.
IN WITNESS WHEREOF, I have hereunder set my hand on the date set opposite
my signature.
Dated: September 24, 1993
/S/Stephen K. West
Stephen K. West
Trustee
