As filed with the Securities and Exchange Commission on December 22, 2015
File No. _____
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___
Post-Effective Amendment No. ___
(Check appropriate box or boxes)
PIONEER BOND FUND
(Exact Name of Registrant as Specified in Charter)
(617) 742-7825
(Area Code and Telephone Number)
60 State Street, Boston, Massachusetts 02109
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
Terrence Cullen, Secretary
Pioneer Investment Management, Inc.
60 State Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copies to: Roger P. Joseph, Esq.
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, Massachusetts 02110
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is due because of reliance on Section 24(f) of the Investment Company Act of
1940, which permits registration of an indefinite number of securities.
Title of Securities Being Registered: Shares of beneficial interest of Pioneer
Bond Fund, a series of the Registrant.
It is proposed that this filing will become effective on January 21, 2016,
pursuant to Rule 488 under the Securities Act of 1933, as amended.
COMBINED INFORMATION STATEMENT
OF
PIONEER GOVERNMENT INCOME FUND
AND
PROSPECTUS FOR
PIONEER BOND FUND
(each, a "Pioneer Fund" and together, the "Pioneer Funds")
The address and telephone number of each Pioneer Fund is:
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
To the Shareholders of Pioneer Government Income Fund:
The Board of Trustees of your fund has approved the reorganization of your
fund (the "Acquired Fund") with Pioneer Bond Fund (the "Acquiring Fund") after
considering the recommendation of Pioneer Investment Management, Inc., the
investment manager to your fund and concluding that the reorganization would be
in the best interests of your fund.
Following is a brief description of certain aspects of the Reorganization:
o Your fund and the Acquiring Fund have similar investment objectives
and both funds invest primarily in investment grade debt securities.
However, the Acquiring Fund may invest in a significantly broader
range of debt securities than your fund. Whereas your fund invests
at least 80% of its assets in U.S. government securities, the
Acquiring Fund invests at least 80% of its assets in investment
grade debt securities, including corporate bonds and other debt
instruments in addition to U.S. government securities. The Acquiring
Fund also may invest up to 20% of its net assets in debt securities
rated below investment grade (known as "junk bonds"). Accordingly,
as a result of the Reorganization, shareholders of the Acquired
Fund, as shareholders of the combined fund, will be exposed to
greater investment risk in general, including greater credit
exposure, and may experience greater volatility.
o The combined fund will pay a lower management fee rate than the
management fee rate paid by your fund.
o The expense ratio of each class of shares of the combined fund is
expected to be lower than the expense ratio of the corresponding
class of shares of your fund.
o The historical performance of the Acquiring Fund was generally
higher than the historical performance of your fund.
o Your fund has not achieved a sufficient size to allow for more
efficient operations and is not likely to do so in the future. The
combined fund may be better positioned to attract assets than your
fund. The larger asset size of the combined fund may allow it,
relative to your fund, to reduce per share expenses as fixed
expenses will be shared over a larger asset base.
o The reorganization generally is not expected to have federal income
tax consequences for shareholders.
The reorganization is expected to occur on or about March 11, 2016. No
commission, redemption fee or other transactional fee will be charged as a
result of the reorganization.
The reorganization does not require shareholder approval, and you are not
being asked to vote. We do, however, ask that you review the enclosed
information statement/prospectus, which contains information about the
Acquiring Fund, outlines the differences between your fund and the Acquiring
Fund, and provides details about the terms and conditions of the
reorganization.
The Board of Trustees of your fund has unanimously approved your fund's
reorganization and believes the reorganization is in the best interests of your
fund.
If you have any questions, please call 1-800-225-6292.
Sincerely,
Christopher J. Kelley
Secretary
Boston, Massachusetts
[______________], 2015
COMBINED INFORMATION STATEMENT
OF
PIONEER GOVERNMENT INCOME FUND
AND
PROSPECTUS FOR
PIONEER BOND FUND
(each, a "Pioneer Fund" and together, the "Pioneer Funds")
The address and telephone number of the Pioneer Funds is:
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
Shares of the Pioneer Funds have not been approved or disapproved by the
Securities and Exchange Commission (the "SEC"). The SEC has not passed on upon
the adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
An investment in either Pioneer Fund (each sometimes referred to herein as
a "fund") is not a bank deposit and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.
This Information Statement/Prospectus sets forth information that an
investor needs to know before investing. Please read this Information
Statement/Prospectus carefully before investing and keep it for future
reference.
1
TABLE OF CONTENTS
Page
-----
INTRODUCTION ................................................................... 3
REORGANIZATION OF PIONEER GOVERNMENT INCOME FUND WITH PIONEER BOND FUND ........ 6
OTHER IMPORTANT INFORMATION REGARDING THE REORGANIZATION ....................... 29
TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION .............................. 31
TAX STATUS OF THE REORGANIZATION ............................................... 32
ADDITIONAL INFORMATION ABOUT THE PIONEER FUNDS ................................. 37
FINANCIAL HIGHLIGHTS ........................................................... 55
OWNERSHIP OF SHARES OF THE PIONEER FUNDS ....................................... 59
AUDITORS
AVAILABLE INFORMATION .......................................................... 59
EXHIBIT A -- FORM OF AGREEMENT AND PLAN OF REORGANIZATION - PIONEER GOVERNMENT
INCOME FUND - PIONEER BOND FUND ........................................... A-1
2
INTRODUCTION
This combined information statement/prospectus, dated [______________],
2015 (the "Information Statement/Prospectus"), is being furnished to
shareholders of Pioneer Government Income Fund (the "Acquired Fund") in
connection with the reorganization of the fund with Pioneer Bond Fund (the
"Acquiring Fund"). Following the completion of the reorganization, you will be
a shareholder in a fund that has the same investment adviser as your fund,
similar investment objectives, strategies and policies, and that has management
fees that are no higher than your fund's management fees. However, the combined
fund will be substantially larger in size. The reorganization does not require
shareholder approval, and you are not being asked to vote.
The Information Statement/Prospectus contains information you should
know about the reorganization.
A copy of the agreement and plan of reorganization that provides for the
reorganization of your fund is attached to this Information
Statement/Prospectus as Exhibit A. Shareholders should read this entire
Information Statement/Prospectus, including Exhibit A, carefully.
The date of this Information Statement/Prospectus is [______________], 2015.
For more complete information about each Pioneer Fund, please read the
fund's prospectus and statement of additional information, as they may be
amended and/or supplemented. Each fund's prospectus and statement of additional
information has been filed with the SEC (http://www.sec.gov) and is available
upon oral or written request and without charge. See "Where to Get More
Information" below.
Where to Get More Information
-----------------------------------------------------------------------------------------------------------------------------------
Each Pioneer Fund's current summary prospectus, On file with the SEC (http://www.sec.gov) and available at no charge
prospectus, statement of additional information, and by calling our toll-free number: 1-800-225-6292. See
any applicable supplements. "Available Information."
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Each Pioneer Fund's most recent annual and semi-annual On file with the SEC (http://www.sec.gov) and available at no charge
reports to shareholders. by calling our toll-free number: 1-800-225-6292. See
"Available Information."
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A statement of additional information for this Information On file with the SEC (http://www.sec.gov) and available at no charge
Statement/Prospectus (the "SAI"), dated [_______], 2015. by calling our toll-free number: 1-800-225-6292. This SAI is
It contains additional information about the Pioneer Funds. incorporated by reference into this Information Statement/Prospectus.
See "Available Information."
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To ask questions about this Information Call our toll-free telephone number: 1-800-225-6292.
Statement/Prospectus.
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The Acquired Fund's summary prospectus, prospectus and statement of
additional information dated December 1, 2015, as supplemented, are
incorporated by reference into this Information Statement/Prospectus.
Background to the Reorganization
Pioneer Investment Management, Inc. ("Pioneer"), your fund's investment
adviser, recommended the reorganization of your fund with the Acquiring Fund
(the "Reorganization") for a number of reasons, including:
o Your fund and the Acquiring Fund have similar investment objectives
to provide current income and both funds invest primarily in
investment grade debt securities. However, the Acquiring Fund may
invest in a significantly broader range of debt securities than your
fund.
o The combined fund will pay a lower management fee rate than your
fund. The expense ratio of each class of shares of the combined fund
is expected to be lower than the expense ratio of the corresponding
class of shares of your fund.
o The historical performance of the Acquiring Fund was generally
higher than the historical performance of your fund.
o Your fund has not achieved a sufficient size to allow for more
efficient operations and is not likely to do so in the future. The
combined fund may be better positioned to attract assets than your
fund. The larger asset size of the combined fund may allow it,
relative to your fund, to reduce per share expenses as fixed
expenses will be shared over a larger asset base.
At a meeting held on November 10, 2015, the Board of Trustees of the
funds unanimously approved the Reorganization of your fund. The Reorganization
of your fund is not subject to approval by the shareholders of your fund.
3
How will the Reorganization work?
o The Reorganization is scheduled to occur on or about March 11,
2016, but may occur on such later date as the parties may agree in
writing (the "Closing Date").
o Your fund will transfer all of its assets to the Acquiring Fund, and
the Acquiring Fund will assume all of the Acquired Fund's
liabilities.
o The Acquiring Fund will issue Class A, Class C and Class Y shares to
your fund in amounts equal to the aggregate net asset value of your
fund's Class A, Class C and Class Y shares, respectively.
o Shares of the Acquiring Fund will be distributed to you in
proportion to the relative net asset value of your holdings of
shares of each class of the Acquired Fund on the Closing Date.
Therefore, upon completion of the Reorganization, you will hold
shares of the corresponding class of the Acquiring Fund with the
same aggregate net asset value as your holdings of shares of each
class of the Acquired Fund immediately prior to the Reorganization.
The net asset value attributable to a class of shares of each fund
will be determined using the Pioneer Funds' valuation policies and
procedures. Each fund's valuation policy and procedures are
identical.
o No sales load, contingent deferred sales charge, commission,
redemption fee or other transactional fee will be charged as a
result of the Reorganization. After the Reorganization, any
contingent deferred sales charge that applied to your Class A or
Class C shares of the Acquired Fund at the time of the
Reorganization will continue to apply for the remainder of the
applicable holding period at the time of the Reorganization. In
calculating any applicable contingent deferred sales charge, the
period during which you held your shares will be included in the
holding period of the shares you receive as a result of the
Reorganization.
o The Reorganization generally is not expected to result in income,
gain or loss being recognized for federal income tax purposes by
either fund or by the shareholders of either fund.
o In approving the Reorganization, the Board of Trustees of each fund,
including all of the Trustees who are not "interested" persons (as
defined in the Investment Company Act of 1940, as amended (the "1940
Act")) of the Pioneer Funds, Pioneer, or Pioneer Funds Distributor,
Inc., the Pioneer Funds' principal underwriter and distributor
("PFD") (the "Independent Trustees"), has determined that the
Reorganization is in the best interest of each fund and will not
dilute the interests of shareholders. The Trustees have made this
determination based on factors that are discussed below.
In addition to the Class A, Class C and Class Y shares to be issued in the
Reorganization, the Acquiring Fund also offers other classes of shares. This
Information Statement/Prospectus relates only to the Class A, Class C and Class
Y shares to be issued in the Reorganization.
What was the basis of the Trustees' determination that the Reorganization was
in the best interests of your fund?
The Board of Trustees believes that reorganizing your fund with the
Acquiring Fund offers you a number of potential benefits. These potential
benefits and considerations include:
o Your fund and the Acquiring Fund have similar investment objectives
(to provide current income) and both funds invest primarily in
investment grade debt securities. However, the Acquiring Fund may
invest in a significantly broader range of debt securities than your
fund, including corporate bonds and other debt instruments in
addition to U.S. government securities. The Acquiring Fund also may
invest up to 20% of its net assets in debt securities rated below
investment grade (known as "junk bonds").
o Your fund has not achieved a sufficient size to allow for more
efficient operations and is not likely to do so in the future. The
combined fund may be better positioned to attract assets than your
fund. The larger asset size of the combined fund may allow it,
relative to your fund, to reduce per share expenses as fixed
expenses will be shared over a larger asset base.
o The expense ratio of each class of shares of the combined fund is
expected to be lower than the expense ratio of the corresponding
class of shares of your fund.
o The combined fund will pay a lower management fee rate than the
management fee rate paid by your fund.
o The historical performance of the Acquiring Fund was generally
higher than the historical performance of your fund.
What are the federal income tax consequences of the Reorganization?
As a condition to the closing of the Reorganization, the funds must
receive an opinion of Morgan, Lewis & Bockius LLP to the effect that the
Reorganization will constitute a "reorganization" within the meaning of Section
368(a) of the Code. Accordingly, subject to the limited exceptions described
below under the heading "Tax Status of the Reorganization," it is expected that
neither you nor your fund will recognize gain or loss as a direct result of the
Reorganization, and that the aggregate tax basis of the shares that you receive
in the
4
Reorganization will be the same as the aggregate tax basis of the shares that
you surrender in the Reorganization. In addition, the holding period of shares
you receive in the Reorganization will include the holding period of the shares
that you surrender in the Reorganization, provided that you held those shares
as capital assets on the date of the Reorganization. However, in accordance
with the Pioneer Funds' policy that each Pioneer Fund distributes its
investment company taxable income (computed without regard to the
dividends-paid deduction), net tax-exempt income and net capital gains for each
taxable year (in order to qualify for tax treatment as a regulated investment
company and avoid federal income tax thereon at the fund level), your fund will
declare and pay a distribution of such income and gains to its shareholders
shortly before the Reorganization. Such distribution may affect the amount,
timing or character of taxable income that you realize in respect of your fund
shares. For more information, see "Tax Status of the Reorganization" on page
32 of the Information Statement/Prospectus. The Pioneer Fund with which the
Acquired Fund is being reorganized may make a comparable distribution to its
shareholders shortly before the Reorganization. Additionally, following the
Reorganization, the Acquiring Fund will continue to make distributions
according to its regular distribution schedule. You will generally need to pay
tax on those distributions even though they may include income and gains that
were accrued and/or realized before you became a shareholder of the Acquiring
Fund.
Who bears the expenses associated with the Reorganization?
Each fund will bear approximately 25% of the expenses incurred in
connection with the Reorganization, including expenses associated with the
preparation, printing and mailing of any shareholder communications (including
this Information Statement/Prospectus), any filings with the SEC and other
governmental agencies in connection with the Reorganization, audit fees and
legal fees ("Reorganization Costs"). Pioneer will bear the remaining 50% of the
Reorganization Costs. It is estimated that these expenses in the aggregate will
not exceed $125,000, of which each fund will bear approximately $31,250.
5
REORGANIZATION OF PIONEER GOVERNMENT INCOME FUND WITH PIONEER BOND FUND
SUMMARY
The following is a summary of more complete information appearing later in
this Information Statement/Prospectus or incorporated herein. You should read
carefully the entire Information Statement/Prospectus, including the form of
Agreement and Plan of Reorganization attached as Exhibit A, because it contains
details that are not in the summary.
The Board of Trustees of your fund has approved the Reorganization of your
fund with the Acquiring Fund. Each fund is managed by Pioneer and has similar
investment policies, but there are certain differences between the funds,
including:
o The investment objectives of your fund and the Acquiring Fund are
similar, but not identical. Your fund's investment object is current
income. The Acquiring Fund's investment objective is current income
from an investment grade portfolio with due regard to preservation
of capital and prudent investment risk. The Acquiring Fund also
seeks a relatively stable level of dividends.
o Your fund and the Acquiring Fund both invest primarily in investment
grade debt securities. However, the Acquiring Fund may invest in a
significantly broader range of debt securities than your fund. Your
fund invests at least 80% of its assets in U.S. government
securities. In contrast, the Acquiring Fund invests at least 80% of
its assets in investment grade debt securities, including corporate
bonds and other debt instruments in addition to U.S. government
securities. The Acquiring Fund also may invest up to 20% of its net
assets in debt securities rated below investment grade (known as
"junk bonds"). Accordingly, as a result of the Reorganization, the
Acquired Fund's shareholders, as shareholders of the combined fund,
will be exposed to greater investment risk in general, including
greater credit exposure, and may experience greater volatility.
The tables below compare certain features of your fund to the features of
the Acquiring Fund that will be in effect upon completion of the
Reorganization. In the table below, if a row extends across the entire table,
the policy disclosed applies to both your fund and the Acquiring Fund.
6
Comparison of Acquired Fund and the Acquiring Fund
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Pioneer Government Income Fund Pioneer Bond Fund
(the Acquired Fund) (the Acquiring Fund)
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Investment Current income. To provide current income from an investment grade
objective portfolio with due regard to preservation of capital
and prudent investment risk. The fund also seeks a
relatively stable level of dividends; however, the level
of dividends will be maintained only if consistent
with preserving the investment grade quality of the
portfolio.
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The fund's investment objective may be changed The fund's investment objective may not be changed
without shareholder approval. without shareholder approval.
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Principal Normally, the fund invests at least 80% of its net The fund invests primarily in:
investment assets (plus the amount of borrowings, if any, for o debt securities issued or guaranteed by the U.S.
strategies investment purposes) in U.S. government securities, government or its agencies and instrumentalities,
and repurchase agreements and "when-issued"
commitments with respect to these securities. For o debt securities, including convertible debt, of
purposes of satisfying the 80% requirement, the corporate and other issuers rated at least
fund also may invest in derivative instruments that investment grade at the time of investment, and
provide exposure to U.S. government securities or comparably rated commercial paper,
have similar economic characteristics. o cash and cash equivalents, certificates of deposit,
repurchase agreements maturing in one week or
U.S. government securities include U.S. Treasury less and bankers' acceptances.
obligations, such as bills, bonds and notes;
obligations issued or guaranteed by U.S. Normally, the fund invests at least 80% of its net
government agencies or instrumentalities, and assets (plus the amount of borrowings, if any, for
obligations of U.S. government-sponsored entities. investment purposes) in these securities. Derivative
Securities in which the fund may invest include: instruments that provide exposure to such securities
or have similar economic characteristics may be
o U.S. Treasury obligations, which differ only in used to satisfy the fund's 80% policy.
their interest rates, maturities and times of The fund will provide written notice to shareholders
issuance, including U.S. Treasury bills (maturities at least 60 days prior to any change to the
of one year or less), U.S. Treasury notes requirement that it invest at least 80% of its assets
(maturities of one to 10 years), and U.S. Treasury as described above.
bonds (generally maturities greater than 10 years)
Cash and cash equivalents include cash balances,
o Obligations issued by or guaranteed as to accrued interest and receivables for items such as
principal and interest by the U.S. Treasury and the proceeds, not yet received, from the sale of the
certain agencies and instrumentalities of the U.S. fund's portfolio investments.
government, such as Government National
Mortgage Association (Ginnie Mae) certificates U.S. government securities include U.S. Treasury
and Federal Housing Administration (FHA) obligations, such as bills, bonds and notes, and
debentures, for which the U.S. Treasury obligations issued or guaranteed by U.S.
unconditionally guarantees payment of principal government agencies or instrumentalities. These
and interest obligations may be supported by:
o Obligations of issuers that are supported by the o the full faith and credit of the U.S. Treasury, such
ability of the issuer to borrow from the U.S. as securities issued by the Government National
Treasury Mortgage Association ("GNMA");
o Obligations of the Private Export Funding o the authority of the U.S. government to purchase
Corporation (PEFCO), which may be guaranteed certain obligations of the issuer, such as securities
by the Export-Import Bank of the U.S. (Ex-Im issued by the Federal National Mortgage
Bank), an agency of the U.S. government Association ("FNMA") and the Federal Home Loan
Mortgage Corporation ("FHLMC");
o Obligations of U.S. government-sponsored
entities that do not have any form of credit o the limited authority of the issuer to borrow from
support from the U.S. government, including the the U.S. Treasury; or
Federal Home Loan Mortgage Corporation
(Freddie Mac), the Federal National Mortgage o only the credit of the issuer.
Association (Fannie Mae), Federal Home Loan
Banks (FHLBs), Federal Farm Credit Banks (FFCB) The fund may invest a substantial portion of its
and Tennessee Valley Authority (TVA) assets in mortgage-related securities, including
Government-sponsored entities, such as Freddie "sub-prime" mortgages, and asset-backed
Mac, Fannie Mae, the Federal Home Loan Banks, securities. Mortgage-backed securities represent
the Private Export Funding Corporation, the interests in pools of mortgage loans assembled for
sale to investors by various U.S. governmental
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7
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Pioneer Government Income Fund Pioneer Bond Fund
(the Acquired Fund) (the Acquiring Fund)
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Federal Farm Credit Banks and the Tennessee agencies, government-related organizations and
Valley Authority, although chartered or sponsored private issuers.
by Congress, are not funded by congressional
appropriations and the debt and mortgage-backed The fund may invest in securities with a broad range
securities issued by them are neither guaranteed of maturities and maintains an average portfolio
nor issued by the U.S. government. maturity which varies based upon the judgment of
Pioneer Investment Management, Inc. (Pioneer), the
The fund will provide written notice to shareholders fund's investment adviser. The fund's investments
at least 60 days prior to any change to the may have fixed or variable principal payments and
requirement that it invest at least 80% of its assets all types of interest rate payment and reset terms,
in U.S. government securities, and other including fixed rate, floating rate, inverse floating
instruments as described above. The fund's rate, zero coupon, when-issued, delayed delivery, to
investments in mortgage-backed securities may be announced and forward commitment, contingent,
include collateralized mortgage obligations (CMOs). deferred and payment in kind and auction rate
features. The fund's investments may include
The fund also may invest in asset-backed securities, instruments that allow for balloon payments or
subordinated debt securities and municipal negative amortization payments.
securities, and may enter into mortgage dollar roll
transactions. The fund may invest up to 20% of its net assets in
debt securities rated below investment grade or, if
The fund may invest in securities with a broad range unrated, of equivalent credit quality as determined
of maturities, and maintains an average portfolio by Pioneer (known as "junk bonds"). The fund's
maturity which varies based upon the judgment of investment in debt securities rated below investment
the fund's investment adviser. The fund's grade may include debt securities rated "D" or
investments may have fixed or variable principal better, or comparable unrated securities. Debt
payments and all types of interest rate payment and securities rated "D" are in default.
reset terms, including fixed rate, floating rate,
inverse floating rate, zero coupon, contingent, The fund may invest a portion of its assets in
deferred and payment in kind and auction rate subordinated debt securities, municipal securities,
features. preferred securities, and event-linked bonds and
other insurance-linked securities.
Pioneer Investment Management, Inc. (Pioneer), the
fund's investment adviser, considers both broad The fund may invest up to 15% of its total assets in
economic and issuer specific factors in selecting a securities of non-U.S. issuers. Up to 5% of the
portfolio designed to achieve the fund's investment fund's total assets may be invested in securities of
objectives. In assessing the appropriate maturity emerging market issuers. The fund does not count
and sector weighting of the fund's portfolio, Pioneer securities of Canadian issuers against the limit on
considers a variety of factors that are expected to investment in securities of non-U.S. issuers.
influence economic activity and interest rates. These
factors include fundamental economic indicators, Pioneer considers both broad economic and issuer
such as the rates of economic growth and inflation, specific factors in selecting a portfolio designed to
Federal Reserve monetary policy and the relative achieve the fund's investment objectives. In
value of the U.S. dollar compared to other assessing the appropriate maturity, rating and
currencies. Once Pioneer determines the preferable sector weighting of the fund's portfolio, Pioneer
portfolio characteristics, Pioneer selects individual considers a variety of factors that are expected to
securities based upon the terms of the securities influence economic activity and interest rates. These
(such as yields compared to U.S. Treasuries or factors include fundamental economic indicators,
comparable issues) and sector diversification. In such as the rates of economic growth and inflation,
making portfolio decisions, Pioneer relies on the Federal Reserve monetary policy and the relative
knowledge, experience and judgment of its staff and value of the U.S. dollar compared to other
the staff of its affiliates who have access to a wide currencies. Once Pioneer determines the preferable
variety of research. portfolio characteristics, Pioneer selects individual
securities based upon the terms of the securities
(such as yields compared to U.S. Treasuries or
comparable issues), liquidity and rating, sector and
issuer diversification. Pioneer also employs
fundamental research to assess an issuer's credit
quality, taking into account financial condition and
profitability, future capital needs, potential for
change in rating, industry outlook, the competitive
environment and management ability. In making
these portfolio decisions, Pioneer relies on the
knowledge, experience and judgment of its staff and
the staff of its affiliates who have access to a wide
variety of research.
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8
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Pioneer Government Income Fund Pioneer Bond Fund
(the Acquired Fund) (the Acquiring Fund)
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Portfolio The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its
Turnover portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes
when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating
expenses or in the example, affect the fund's performance.
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During the most recent fiscal year, the fund's During the most recent fiscal year, the fund's
portfolio turnover rate was 16% of the average portfolio turnover rate was 81% of the average value
value of its portfolio. of its portfolio.
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Investment Pioneer Investment Management, Inc.
Adviser
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Portfolio Richard Schlanger, vice president and portfolio Kenneth J. Taubes, executive vice president, U.S. Chief
Management manager at Pioneer (portfolio manager of the fund Investment Officer, and portfolio manager at Pioneer
since 2005); Charles Melchreit, director of (portfolio manager of the fund since 2004); Charles
Investment-Grade Management, senior vice Melchreit, director of Investment-Grade Management,
president and portfolio manager at Pioneer senior vice president and portfolio manager at Pioneer
(portfolio manager of the fund since 2006). (portfolio manager of the fund since 2012).
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Fiscal Year End July 31 June 30
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Business A diversified series of Pioneer Series Trust IV, A diversified series of Pioneer Bond Fund, an open-
an open-end management investment company end management investment company organized as
organized as a Delaware statutory trust. a Delaware statutory trust.
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Net assets $108.4 million $3.2 billion
(as of 9/30/15)
(unaudited)
9
PRINCIPAL INVESTMENTS
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Pioneer Government Income Fund (the Acquired Fund) Pioneer Bond Fund (the Acquiring Fund)
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Investment grade A debt security is considered investment grade if it is:
securities o Rated BBB or higher at the time of purchase by Standard & Poor's Financial Services LLC;
o Rated the equivalent rating by a nationally recognized statistical rating organization; or
o Determined to be of equivalent credit quality by Pioneer
Securities in the lowest category of investment grade (i.e., BBB) are considered to have speculative
characteristics.
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Below Investment No stated policy. The fund may invest up to 20% of its net assets in
grade securities debt securities rated below investment grade or, if
("Junk Bonds") unrated, of equivalent quality as determined by
Pioneer (known as "junk bonds"). The fund's
investment in debt securities rated below investment
grade may include debt securities rated "D" or better,
or comparable unrated securities. Debt securities
rated "D" are in default.
A debt security is below investment grade if it is
rated BB or lower by Standard & Poor's Financial
Services LLC or the equivalent rating by another
nationally recognized statistical rating organization or
determined to be of equivalent credit quality by
Pioneer. Debt securities rated below investment
grade are commonly referred to as "junk bonds" and
are considered speculative. Below investment grade
debt securities involve greater risk of loss, are
subject to greater price volatility and are less liquid,
especially during periods of economic uncertainty or
change, than higher quality debt securities. Below
investment grade securities also may be more
difficult to value.
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Debt Rating For purposes of the fund's credit quality policies, if a security receives different ratings from nationally
considerations recognized statistical rating organizations, the fund will use the rating chosen by the portfolio manager as
most representative of the security's credit quality. The ratings of nationally recognized statistical rating
organizations represent their opinions as to the quality of the securities that they undertake to rate and may
not accurately describe the risks of the securities. A rating organization may have a conflict of interest with
respect to a security for which it assigns a quality rating. In addition, there may be a delay between a change
in the credit quality of a security or other asset and a change in the quality rating assigned to the security or
other asset by a rating organization. If a rating organization changes the quality rating assigned to one or more
of the fund's securities, Pioneer will consider if any action is appropriate in light of the fund's investment
objectives and policies. An investor can still lose significant amounts when investing in investment grade
securities. These ratings are used as criteria for the selection of portfolio securities, in addition to Pioneer's
own assessment of the credit quality of potential investments.
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Mortgage-backed The fund may invest in mortgage-backed The fund may invest a substantial portion of its
securities securities. assets in mortgage-related securities, including
"sub-prime" mortgages, and asset-backed securities.
Mortgage-backed securities represent interests in
pools of mortgage loans assembled for sale to
investors by various U.S. governmental agencies,
government-related organizations and private
issuers.
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Mortgage-backed securities may be issued by private issuers, by government-sponsored entities such as the
Federal National Mortgage Association ("FNMA") or Federal Home Loan Mortgage Corporation ("FHLMC") or
by agencies of the U.S. government, such as the Government National Mortgage Association ("GNMA").
Mortgage-backed securities represent direct or indirect participation in, or are collateralized by and payable
from, mortgage loans secured by real property. The fund's investments in mortgage-related securities may
include mortgage derivatives and structured securities.
The fund may invest in collateralized mortgage obligations (CMOs). A CMO is a mortgage-backed bond that is
issued in multiple classes, each with a specified fixed or floating interest rate and a final scheduled
distribution date. The holder of an interest in a CMO is entitled to receive specified cash flows from a pool of
underlying
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10
PRINCIPAL INVESTMENTS
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Pioneer Government Income Fund (the Acquired Fund) Pioneer Bond Fund (the Acquiring Fund)
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mortgages or other mortgage-backed securities. Depending upon the class of CMO purchased, the holder may
be entitled to payment before the cash flow from the pool is used to pay holders of other classes of the CMO
or, alternatively, the holder may be paid only to the extent that there is cash remaining after the cash flow has
been used to pay other classes. A subordinated interest may serve as a credit support for the senior securities
purchased by other investors.
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Asset-backed The fund may invest in asset-backed securities. Asset-backed securities represent participations in, or are
securities secured by and payable from, assets such as installment sales or loan contracts, leases, credit card
receivables and other categories of receivables. The fund's investments in asset-backed securities may include
derivative and structured securities.
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The fund may invest in asset-backed securities
issued by special entities, such as trusts, that are
backed by a pool of financial assets. The fund may
invest in collateralized debt obligations (CDOs),
which include collateralized bond obligations (CBOs),
collateralized loan obligations (CLOs) and other
similarly structured securities. A CDO is a trust
backed by a pool of fixed income securities. The trust
typically is split into two or more portions, called
tranches, which vary in credit quality, yield, credit
support and right to repayment of principal and
interest. Lower tranches pay higher interest rates but
represent lower degrees of credit quality and are
more sensitive to the rate of defaults in the pool of
obligations. Certain CDOs may use derivatives, such
as credit default swaps, to create synthetic exposure
to assets rather than holding such assets directly.
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Floating rate The fund may invest in floating rate loans. Floating rate loans are provided by banks and other financial
loans institutions to large corporate customers in connection with recapitalizations, acquisitions, and refinancings.
These loans are generally acquired as a participation interest in, or assignment of, loans originated by a
lender or other financial institution. These loans are rated below investment grade, but typically are secured
with specific collateral and have a senior position in the capital structure of the borrower. These loans
typically have rates of interest that are reset periodically by reference to a base lending rate, such as the
London Interbank Offered Rate (LIBOR), plus a premium.
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Subordinated The fund may invest in securities that are subordinated or "junior" to more senior securities of the issuer. The
securities investor in a subordinated security of an issuer is entitled to payment after other holders of debt in that
issuer.
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Non-U.S. No stated policy. The fund is permitted to invest in The fund may invest up to 15% of its total assets in
investments non-U.S. investments subject to its policy to invest securities of non-U.S. issuers. Up to 5% of the fund's
at least 80% of its assets in U.S. government total assets may be invested in securities of
securities. emerging market issuers.
Non-U.S. issuers are issuers that are organized and
have their principal offices outside of the United
States. Non-U.S. securities may be issued by non-
U.S. governments, banks or corporations, or private
issuers, and certain supranational organizations,
such as the World Bank and the European Union. The
fund considers emerging market issuers to include
issuers organized under the laws of an emerging
market country, issuers with a principal office in an
emerging market country, issuers that derive at least
50% of their gross revenues or profits from goods or
services produced in emerging markets, and
emerging market governmental issuers.
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11
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Pioneer Government Income Fund (the Acquired Fund) Pioneer Bond Fund (the Acquiring Fund)
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Event-linked No stated policy. The fund is permitted to invest in The fund may invest in "event-linked" bonds, which
bonds and other event-linked bonds and other insurance-linked sometimes are referred to as "insurance-linked" or
insurance-linked securities subject to its policy to invest at least "catastrophe" bonds. Event-linked bonds are debt
securities 80% of its assets in U.S. government securities. obligations for which the return of principal and the
payment of interest are contingent on the non-
occurrence of a pre-defined "trigger" event, such as
a hurricane or an earthquake of a specific magnitude
or other event that leads to physical or economic
loss. For some event-linked bonds, the trigger
event's magnitude may be based on losses to a
company or industry, industry indexes or readings of
scientific instruments rather than specified actual
losses. The fund is entitled to receive principal and
interest payments so long as no trigger event occurs
of the description and magnitude specified by the
instrument.
Event-linked bonds may be issued by government
agencies, insurance companies, reinsurers, special
purpose corporations or other on-shore or off-shore
entities. The fund may invest in interests in pooled
entities that invest primarily in event-linked bonds.
Event-linked bonds are typically rated by at least one
nationally recognized statistical rating agency, but
also may be unrated. The rating for an event-linked
bond primarily reflects the rating agency's calculated
probability that a pre-defined trigger event will occur.
This rating also assesses the event-linked bond's
credit risk and the model used to calculate the
probability of a trigger event.
In addition to event-linked bonds, the fund may also
invest in other insurance-linked securities, including
structured reinsurance instruments such as quota
share instruments (a form of proportional
reinsurance whereby an investor participates in the
premiums and losses of a reinsurer's portfolio of
catastrophe-oriented policies, sometimes referred to
as "reinsurance sidecars") and collateralized
reinsurance investments, industry loss warranties,
and other insurance- and reinsurance-related
securities. Quota share instruments and other
structured reinsurance instruments generally will be
considered illiquid securities by the fund.
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Zero coupon No stated policy. The fund is permitted to invest in The fund may invest in zero coupon securities. Zero
securities zero coupon securities. coupon securities are debt instruments that do not
pay interest during the life of the security but are
issued at a discount from the amount the investor
will receive when the issuer repays the amount
borrowed (the face value). The discount
approximates the total amount of interest that would
be paid at an assumed interest rate.
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"When-issued", The fund may purchase and sell securities, including No stated policy. The Acquiring Fund is permitted to
delayed delivery, mortgaged-backed securities, on a when-issued, invest in "when-issued", delayed delivery, to be
to be announced delayed delivery, to be announced or forward announced and forward commitment transactions.
and forward commitment basis. These transactions arise when
commitment securities are purchased or sold by the fund with
transactions payment and delivery taking place at a fixed future
date. The fund will not earn income on these securities
until delivered. The fund may engage in these
transactions when it believes they would result in a
favorable price and yield for the security being
purchased or sold.
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12
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Pioneer Government Income Fund (the Acquired Fund) Pioneer Bond Fund (the Acquiring Fund)
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Mortgage dollar The fund may enter into mortgage dollar roll No stated policy. The Acquiring Fund is permitted to
roll transactions transactions to earn additional income. In these invest in mortgage dollar roll transactions.
transactions, the fund sells a U.S. agency mortgage-
backed security and simultaneously agrees to
purchase at a future date another U.S. agency
mortgage-backed security with the same interest
rate and maturity date, but generally backed by a
different pool of mortgages. The fund loses the right
to receive interest and principal payments in the
security it sold. However, the fund benefits from the
interest earned on investing the proceeds of the sale
and may receive a fee or a lower repurchase price.
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Derivatives The fund may, but is not required to, use futures and options on securities, indices and currencies, forward
foreign currency exchange contracts, swaps and other derivatives. The fund also may enter into credit default
swaps, which can be used to acquire or to transfer the credit risk of a security or index of securities without
buying or selling the security or securities comprising the relevant index. A derivative is a security or
instrument whose value is determined by reference to the value or the change in value of one or more securities,
currencies, indices or other financial instruments. The fund may use derivatives for a variety of purposes,
including:
o In an attempt to hedge against adverse changes in the market prices of securities, interest rates or
currency exchange rates
o As a substitute for purchasing or selling securities
o To attempt to increase the fund's return as a non-hedging strategy that may be considered speculative
o To manage portfolio characteristics (for example, the duration or credit quality of the fund's portfolio)
o As a cash flow management technique
The fund may choose not to make use of derivatives for a variety of reasons, and any use may be limited by
applicable law and regulations.
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Inverse floating The fund may invest in inverse floating rate obligations (a type of derivative instrument). The interest rate on
rate obligations inverse floating rate obligations will generally decrease as short-term interest rates increase, and increase as
short-term rates decrease. Due to their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than a comparable long-term bond
issued by the same issuer and with similar credit quality, redemption and maturity provisions. Inverse floating
rate obligations may be volatile and involve leverage risk.
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Repurchase In a repurchase agreement, the fund purchases securities from a broker/dealer or a bank, called the
agreements counterparty, upon the agreement of the counterparty to repurchase the securities from the fund at a later
date, and at a specified price, which is typically higher than the purchase price paid by the fund. The
securities purchased serve as the fund's collateral for the obligation of the counterparty to repurchase the
securities. If the counterparty does not repurchase the securities, the fund is entitled to sell the securities,
but the fund may not be able to sell them for the price at which they were purchased, thus causing a loss.
Additionally, if the counterparty becomes insolvent, there is some risk that the fund will not have a right to
the securities, or the immediate right to sell the securities.
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Reverse repurchase The fund may enter into reverse repurchase agreements pursuant to which the fund transfers securities to a
agreements and counterparty in return for cash, and the fund agrees to repurchase the securities at a later date and for a
borrowing higher price. Reverse repurchase agreements are treated as borrowings by the fund, are a form of leverage
and may make the value of an investment in the fund more volatile and increase the risks of investing in the
fund. The fund also may borrow money from banks or other lenders for temporary purposes. The fund may
borrow up to 33 1/3% of its total assets. Entering into reverse repurchase agreements and other borrowing
transactions may cause the fund to liquidate positions when it may not be advantageous to do so in order to
satisfy its obligations or meet segregation requirements.
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Cash management Normally, the fund invests substantially all of its assets to meet its investment objectives. The fund may invest
and temporary the remainder of its assets in securities with remaining maturities of less than one year or cash equivalents, or
investments may hold cash. For temporary defensive purposes, including during periods of unusual cash flows, the fund
may depart from its principal investment strategies and invest part or all of its assets in these securities or
may hold cash. The fund may adopt a defensive strategy when the adviser believes securities in which the
fund normally invests have special or unusual risks or are less attractive due to adverse market, economic,
political or other conditions. During such periods, it may be more difficult for the fund to achieve its
investment objective.
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Short-term trading The fund usually does not trade for short-term profits. The fund will sell an investment, however, even if it has
only been held for a short time, if it no longer meets the fund's investment criteria. If the fund does a lot of
trading, it may incur additional operating expenses, which would reduce performance, and could cause
shareowners to incur a higher level of taxable income or capital gains.
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13
Comparison of Principal Risks
The following describe the common risks of investing in the Acquired Fund
and the Acquiring Fund. For purposes of this section, "the fund" means the
Acquired Fund, the Acquiring Fund, or, where applicable, an underlying
fund.
You could lose money on your investment in the fund. As with any mutual
fund, there is no guarantee that the fund will achieve its objectives.
Market risk. The values of securities held by the fund may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such
as real or perceived adverse economic, political, or regulatory
conditions, inflation, changes in interest or currency rates, lack of
liquidity in the bond markets or adverse investor sentiment. Changes in
market conditions may not have the same impact on all types of securities.
The values of securities may also fall due to specific conditions that
affect a particular sector of the securities market or a particular
issuer. In the past several years, financial markets, such as those in the
United States, Europe, Asia and elsewhere, have experienced increased
volatility, depressed valuations, decreased liquidity and heightened
uncertainty. Governmental and non-governmental issuers have defaulted on,
or been forced to restructure, their debts. These conditions may continue,
recur, worsen or spread. The U.S. government and the Federal Reserve, as
well as certain foreign governments and their central banks, have taken
steps to support financial markets, including by keeping interest rates at
historically low levels. This and other government intervention may not
work as intended, particularly if the efforts are perceived by investors
as being unlikely to achieve the desired results. The Federal Reserve
recently has reduced its market support activities. Further reduction or
withdrawal of Federal Reserve or other U.S. or non-U.S. governmental or
central bank support, including interest rate increases, could negatively
affect financial markets generally, increase market volatility and reduce
the value and liquidity of securities in which the fund invests. Policy
and legislative changes in the U.S. and in other countries are affecting
many aspects of financial regulation, and may in some instances contribute
to decreased liquidity and increased volatility in the financial markets.
The impact of these changes on the markets, and the practical implications
for market participants, may not be fully known for some time. Economies
and financial markets throughout the world are becoming increasingly
interconnected. As a result, whether or not the fund invests in securities
of issuers located in or with significant exposure to countries
experiencing economic and financial difficulties, the value and liquidity
of the fund's investments may be negatively affected. The fund may
experience a substantial or complete loss on any individual security or
derivative position. Particularly during periods of declining or illiquid
markets, the fund may experience periods of heavy redemptions that could
cause the fund to liquidate its assets at inopportune times or at a loss
or depressed value, and could cause the remaining shareholders in the fund
to lose money. This redemption risk is greater to the extent that the fund
has investors with large shareholdings, short investment horizons or
unpredictable cash flow needs.
Interest rate risk. The market prices of securities may fluctuate
significantly when interest rates change. When interest rates rise, the
value of fixed income securities and therefore the value of your
investment in the fund, generally falls. Interest rates have been
historically low, so the fund faces a heightened risk that interest rates
may rise. A general rise in interest rates may cause investors to move out
of fixed income securities on a large scale, which could adversely affect
the price and liquidity of fixed income securities and could also result
in increased redemptions from the fund. A change in interest rates will
not have the same impact on all fixed income securities. Generally, the
longer the maturity or duration of a fixed income security, the greater
the impact of a rise in interest rates on the security's value. For
example, if interest rates increase by 1%, the value of a fund's portfolio
with a portfolio duration of ten years would be expected to decrease by
10%, all other things being equal. Calculations of duration and maturity
may be based on estimates and may not reliably predict a security's price
sensitivity to changes in interest rates. Moreover, securities can change
in value in response to other factors, such as credit risk. In addition,
different interest rate measures (such as short- and long-term interest
rates and U.S. and foreign interest rates), or interest rates on different
types of securities or securities of different issuers, may not
necessarily change in the same amount or in the same direction. When
interest rates go down, the income received by the fund, and the fund's
yield, may decline. Also, when interest rates decline, investments made by
the fund may pay a lower interest rate, which would reduce the income
received and distributed by the fund.
Certain fixed income securities pay interest at variable or floating
rates. Variable rate securities tend to reset at specified intervals,
while floating rate securities may reset whenever there is a change in a
specified index rate. In most cases, these reset provisions reduce the
impact of changes in market interest rates on the value of the security.
However, some securities do not track the underlying index directly, but
reset based on formulas that may produce a leveraging effect; others may
also provide for interest payments that vary inversely with market rates.
The market prices of these securities may fluctuate significantly when
interest rates change. Yield generated by the fund may decline due to a
decrease in market interest rates.
Credit risk. If an obligor (such as the issuer itself or a party offering
credit enhancement) for a security held by the fund fails to pay,
otherwise defaults, is perceived to be less creditworthy, becomes
insolvent or files for bankruptcy, a security's credit rating is
downgraded or the credit quality or value of an underlying asset declines,
the value of your investment could decline. If the fund enters into
financial contracts (such as certain derivatives, repurchase agreements,
reverse repurchase agreements, and when-issued, delayed delivery and
forward commitment transactions), the fund will be subject to the credit
risk presented by the
14
counterparty. In addition, the fund may incur expenses in an effort
to protect the fund's interests or to enforce its rights. Credit risk is
broadly gauged by the credit ratings of the securities in which the fund
invests. However, ratings are only the opinions of the companies issuing
them and are not guarantees as to quality. Securities rated in the lowest
category of investment grade (Baa/BBB) may possess certain speculative
characteristics.
Prepayment or call risk. Many fixed income securities give the issuer the
option to prepay or call the security prior to its maturity date. Issuers
often exercise this right when interest rates fall. Accordingly, if the
fund holds a fixed income security that can be prepaid or called prior to
its maturity date, it will not benefit fully from the increase in value
that other fixed income securities generally experience when interest
rates fall. Upon prepayment of the security, the fund also would be forced
to reinvest the proceeds at then current yields, which would be lower than
the yield of the security that was prepaid or called. In addition, if the
fund purchases a fixed income security at a premium (at a price that
exceeds its stated par or principal value), the fund may lose the amount
of the premium paid in the event of prepayment.
Extension risk. During periods of rising interest rates, the average life
of certain types of securities may be extended because of slower than
expected principal payments. This may lock in a below market interest
rate, increase the security's duration and reduce the value of the
security.
To the extent the fund invests significantly in mortgage-related and
asset-backed securities, its exposure to extension risks may be greater
than if it invested in other fixed income securities.
Liquidity risk. Liquidity risk exists when particular investments are
impossible or difficult to purchase or sell. Although most of the fund's
securities and other investments must be liquid at the time of investment,
securities and other investments may become illiquid after purchase by the
fund, particularly during periods of market turmoil. Markets may become
illiquid when, for instance, there are few, if any, interested buyers and
sellers or when dealers are unwilling to make a market for certain
securities or when dealer market-making capacity is otherwise reduced, and
this is more likely to occur as a result of the reduction of market
support activity by the Federal Reserve. A lack of liquidity or other
adverse credit market conditions may affect the fund's ability to sell the
securities in which it invests or to find and purchase suitable
investments. These illiquid investments may also be difficult to value. If
the fund is forced to sell or unwind an illiquid investment to meet
redemption requests or for other cash needs, the fund may suffer a loss.
In addition, when there is illiquidity in the market for certain
securities and other investments, the fund, due to limitations on
investments in illiquid securities, may be unable to achieve its desired
level of exposure to a certain sector. Liquidity risk may be magnified in
a rising interest rate environment in which investor redemptions from
fixed-income mutual funds may be higher than normal. If an auction fails
for an auction rate security, there may be no secondary market for the
security and the fund may be forced to hold the security until the
security is refinanced by the issuer or a secondary market develops. To
the extent the fund holds a material percentage of the outstanding debt
securities of an issuer, this practice may impact adversely the liquidity
and market value of those investments.
Portfolio selection risk. The adviser's judgment about the quality,
relative yield, relative value or market trends affecting a particular
sector or region, market segment, security or about interest rates
generally may prove to be incorrect.
U.S. Treasury obligations risk. The market value of direct obligations of
the U.S. Treasury may vary due to changes in interest rates. In addition,
changes to the financial condition or credit rating of the U.S. government
may cause the value of the fund's investments in obligations issued by the
U.S. Treasury to decline.
U.S. government agency obligations risk. The fund invests in obligations
issued by agencies and instrumentalities of the U.S. government.
Government-sponsored entities such as Federal National Mortgage
Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") and
the Federal Home Loan Banks ("FHLBs"), although chartered or sponsored by
Congress, are not funded by congressional appropriations and the debt and
mortgage-backed securities issued by them are neither guaranteed nor
issued by the U.S. government. Such debt and mortgage-backed securities
are subject to the risk of default on the payment of interest and/or
principal, similar to debt of private issuers. Although the U.S.
government has provided financial support to FNMA and FHLMC in the past,
there can be no assurance that it will support these or other
government-sponsored entities in the future.
Mortgage-related and asset-backed securities risk. The repayment of
certain mortgage-backed and asset-backed securities depends primarily on
the cash collections received from the issuer's underlying asset portfolio
and, in certain cases, the issuer's ability to issue replacement
securities. As a result, there could be losses to the fund in the event of
credit or market value deterioration in the issuer's underlying portfolio,
mismatches in the timing of the cash flows of the underlying asset
interests and the repayment obligations of maturing securities, or the
issuer's inability to issue new or replacement securities. Mortgage-backed
securities tend to be more sensitive to changes in interest rate than
other types of debt securities. These securities are also subject to
prepayment and extension risks. Upon the occurrence of certain triggering
events or defaults, the fund may become the holder of underlying assets at
a time when those assets may be difficult to sell or may be sold only at a
loss. In the event of a default, the value of the underlying collateral
may be insufficient to pay certain expenses, such as litigation and
foreclosure expenses, and inadequate to pay
15
any principal or unpaid interest. Privately issued mortgage-backed and
asset-backed securities are not traded on an exchange and may have a
limited market. Without an active trading market, these securities may be
particularly difficult to value given the complexities in valuing the
underlying collateral.
Certain mortgage-backed and asset-backed securities may pay principal only
at maturity or may represent only the right to receive payments of
principal or interest on the underlying obligations, but not both. The
value of these types of instruments may change more drastically than debt
securities that pay both principal and interest during periods of changing
interest rates. Principal only instruments generally increase in value if
interest rates decline, but are also subject to the risk of prepayment.
Interest only instruments generally increase in value in a rising interest
rate environment when fewer of the underlying obligations are prepaid.
Interest only instruments could lose their entire value in a declining
interest rate environment if the underlying obligations are prepaid.
Unlike mortgage-related securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities, mortgage-related
securities issued by private issuers do not have a government or
government-sponsored entity guarantee (but may have other credit
enhancement), and may, and frequently do, have less favorable collateral,
credit risk or other characteristics. The fund may invest in other
mortgage-related securities, including mortgage derivatives and structured
securities. These securities typically are not secured by real property.
Because these securities have embedded leverage features, small changes in
interest or prepayment rates may cause large and sudden price movements.
These securities also can become illiquid and difficult to value in
volatile or declining markets.
Mortgage-backed securities are particularly susceptible to prepayment and
extension risks, because prepayments on the underlying mortgages tend to
increase when interest rates fall and decrease when interest rates rise.
Prepayments may also occur on a scheduled basis or due to foreclosure.
When market interest rates increase, mortgage refinancings and prepayments
slow, which lengthens the effective duration of these securities. As a
result, the negative effect of the interest rate increase on the market
value of mortgage-backed securities is usually more pronounced than it is
for other types of fixed income securities, potentially increasing the
volatility of the fund. Conversely, when market interest rates decline,
while the value of mortgage-backed securities may increase, the rates of
prepayment of the underlying mortgages tend to increase, which shortens
the effective duration of these securities. Mortgage-backed securities are
also subject to the risk that the underlying borrowers will be unable to
meet their obligations.
At times, some of the mortgage-backed securities in which the fund may
invest will have higher than market interest rates and therefore will be
purchased at a premium above their par value. Prepayments may cause losses
on securities purchased at a premium.
The value of mortgage-backed and asset-backed securities may be affected
by changes in credit quality or value of the mortgage loans or other
assets that support the securities. In addition, for mortgage-backed
securities, when market conditions result in an increase in the default
rates on the underlying mortgages and the foreclosure values of the
underlying real estate are below the outstanding amount of the underlying
mortgages, collection of the full amount of accrued interest and principal
on these investments may be less likely.
The fund may invest in CMOs. Principal prepayments on the underlying
mortgage loans may cause a CMO to be retired substantially earlier than
its stated maturity or final distribution date. If there are defaults on
the underlying mortgage loans, the fund will be less likely to receive
payments of principal and interest, and will be more likely to suffer a
loss. This risk may be increased to the extent the underlying mortgages
include sub-prime mortgages. As market conditions change, and particularly
during periods of rapid or unanticipated changes in market interest rates,
the attractiveness of a CMO class and the ability of the structure to
provide the anticipated investment characteristics may be significantly
reduced. Such changes can result in volatility in the market value, and in
some instances reduced liquidity, of a CMO class.
In response to the financial crisis that began in 2008, the Federal
Reserve has attempted to keep mortgage rates low by acting as a buyer of
mortgage-backed assets. This support has recently ended. As a result,
mortgage rates may rise and prices of mortgage-backed securities may fall.
To the extent the fund's assets are invested in mortgage-backed
securities, returns to fund investors may decline.
Asset-backed securities are structured like mortgage-backed securities and
are subject to many of the same risks. The ability of an issuer of
asset-backed securities to enforce its security interest in the underlying
asset or to otherwise recover from the underlying obligor may be limited.
Certain asset-backed securities present a heightened level of risk
because, in the event of default, the liquidation value of the underlying
assets may be inadequate to pay any unpaid principal or interest.
Risks of investing in floating rate loans. Floating rate loans and similar
investments may be illiquid or less liquid than other investments and
difficult to value. The value of collateral, if any, securing a floating
rate loan can decline or may be insufficient to meet the issuer's
obligations or may be difficult to liquidate. In the event of a default,
the fund may have difficulty collecting on any collateral and would not
have the ability to collect on any collateral for an uncollateralized
loan. Further, the fund's access to collateral, if any, may be limited by
bankruptcy law. No active trading market may exist for many floating rate
loans, and many loans are subject
16
to restrictions on resale. Market quotations for these securities may be
volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods. An economic downturn generally leads to a higher
non-payment rate, and a loan may lose significant value before a default
occurs. There is less readily available, reliable information about most
floating rate loans than is the case for many other types of securities.
Normally, Pioneer will seek to avoid receiving material, non-public
information about the issuer of a loan either held by, or considered for
investment by, the fund, and this decision could adversely affect the
fund's investment performance. Loans may not be considered "securities,"
and purchasers, such as the fund, therefore may not be entitled to rely on
the anti-fraud protections of the federal securities laws.
Risks of subordinated securities. A holder of securities that are
subordinated or "junior" to more senior securities of an issuer is
entitled to payment after holders of more senior securities of the issuer.
Subordinated securities are more likely to suffer a credit loss than
non-subordinated securities of the same issuer, any loss incurred by the
subordinated securities is likely to be proportionately greater, and any
recovery of interest or principal may take more time. If there is a
default, bankruptcy or liquidation of the issuer, most subordinated
securities are paid only if sufficient assets remain after payment of the
issuer's non-subordinated securities. As a result, even a perceived
decline in creditworthiness of the issuer is likely to have a greater
impact on them.
Municipal securities risk. The municipal bond market can be susceptible to
unusual volatility, particularly for lower-rated and unrated securities.
Liquidity can be reduced unpredictably in response to overall economic
conditions or credit tightening. Municipal issuers may be adversely
affected by rising health care costs, increasing unfunded pension
liabilities and by the phasing out of federal programs providing financial
support. Unfavorable conditions and developments relating to projects
financed with municipal securities can result in lower revenues to issuers
of municipal securities, potentially resulting in defaults. Issuers often
depend on revenues from those projects to make principal and interest
payments. The value of municipal securities can also be adversely affected
by changes in the financial condition of one or more individual municipal
issuers or insurers of municipal issuers, regulatory and political
developments, tax law changes or other legislative actions, and by
uncertainties and public perceptions concerning these and other factors.
Municipal issuers may be more susceptible to downgrades or defaults during
recessions or similar periods of economic stress. In recent periods, an
increasing number of municipal issuers in the United States have defaulted
on obligations and commenced insolvency proceedings. Financial
difficulties of municipal issuers may continue or get worse. To the extent
the fund invests significantly in a single state or in securities the
payments on which are dependent upon a single project or source of
revenues, or that relate to a sector or industry, the fund will be more
susceptible to associated risks and developments.
Risks of zero coupon bonds, payment in kind, deferred and contingent
payment securities. Zero coupon bonds (which do not pay interest until
maturity) and payment in kind securities (which pay interest in the form
of additional securities) may be more speculative and may fluctuate more
in value than securities that pay income periodically and in cash. These
securities are more likely to respond to changes in interest rates than
interest-bearing securities having similar maturities and credit quality.
These securities are more sensitive to the credit quality of the
underlying issuer. Payment in kind securities may be difficult to value
because their continuing accruals require judgments about the
collectability of the deferred payments and the value of any collateral.
Deferred interest securities are obligations that generally provide for a
period of delay before the regular payment of interest begins and are
issued at a significant discount from face value.
The interest rate on contingent payment securities is determined by the
outcome of an event, such as the performance of a financial index. If the
financial index does not increase by a prescribed amount, the fund may
receive no interest.
Unlike bonds that pay interest throughout the period to maturity, the fund
generally will realize no cash until maturity and, if the issuer defaults,
the fund may obtain no return at all on its investment. In addition,
although the fund receives no periodic cash payments on such securities,
the fund is deemed for tax purposes to receive income from such
securities, which applicable tax rules require the fund to distribute to
shareholders. Such distributions may be taxable when distributed to
shareholders and, in addition, could reduce the fund's reserve position
and require the fund to sell securities and incur a gain or loss at a time
it may not otherwise want in order to provide the cash necessary for these
distributions.
Risks of investing in "when-issued", delayed delivery, to be announced and
forward commitment transactions. The market value of these transactions
may increase or decrease as a result of changes in interest rates. These
transactions involve risk of loss if the value of the underlying security
changes unfavorably before the settlement date or if the assets set aside
to pay for these securities decline in value prior to the settlement date.
Therefore, these transactions may have a leveraging effect on the fund,
making the value of an investment in the fund more volatile and increasing
the fund's overall investment exposure. There is also a risk that the
security will not be issued or that the other party to the transaction
will default on its obligation to purchase or sell the security, which may
result in the fund missing the opportunity to obtain a favorable price or
yield elsewhere.
Derivatives risk. Using swaps, futures and other derivatives exposes the
fund to special risks and costs and may result in losses to the fund, even
when used for hedging purposes. Using derivatives can increase losses and
reduce opportunities for gain when market prices, interest rates or
currencies, or the derivative instruments themselves, behave in a way not
anticipated by the fund, especially
17
in abnormal market conditions. Using derivatives can have a leveraging
effect (which may increase investment losses) and increase the fund's
volatility, which is the degree to which the fund's share price may
fluctuate within a short time period. Certain derivatives have the
potential for unlimited loss, regardless of the size of the fund's initial
investment. If changes in a derivative's value do not correspond to
changes in the value of the fund's other investments or do not correlate
well with the underlying assets, rate or index, the fund may not fully
benefit from, or could lose money on, or could experience unusually high
expenses as a result of, the derivative position. The other parties to
certain derivative transactions present the same types of credit risk as
issuers of fixed income securities. Derivatives also tend to involve
greater liquidity risk and they may be difficult to value. The fund may be
unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivatives will not have liquidity beyond the
counterparty to the instrument. Use of derivatives or similar instruments
may have different tax consequences for the fund than an investment in the
underlying security, and those differences may affect the amount, timing
and character of income distributed to shareholders. The fund's use of
derivatives may also increase the amount of taxes payable by shareholders.
Risks associated with the use of derivatives are magnified to the extent
that an increased portion of the fund's assets are committed to
derivatives in general or are invested in just one or a few types of
derivatives.
Investments by the fund in structured securities, a type of derivative,
raise certain tax, legal, regulatory and accounting issues that may not be
presented by direct investments in securities. These issues could be
resolved in a manner that could hurt the performance of the fund.
Swap agreements and options to enter into swap agreements ("swaptions")
tend to shift the fund's investment exposure from one type of investment
to another. For example, the fund may enter into interest rate swaps,
which involve the exchange of interest payments by the fund with another
party, such as the exchange of floating rate payments for fixed interest
payments with respect to a notional amount of principal. If an interest
rate swap intended to be used as a hedge negates a favorable interest rate
movement, the investment performance of the fund would be less than it
would have been if the fund had not entered into the interest rate swap.
The U.S. government and foreign governments are in the process of adopting
and implementing regulations governing derivative markets, including
mandatory clearing of certain derivatives, margin and reporting
requirements. The ultimate impact of the regulations remains unclear.
Additional regulation of derivatives may make derivatives more costly, may
limit their availability or utility or otherwise adversely affect their
performance, or may disrupt markets. The fund may be exposed to additional
risks as a result of the additional regulations. The extent and impact of
the regulations are not yet fully known and may not be for some time.
The fund will be required to maintain its positions with a clearing
organization through one or more clearing brokers. The clearing
organization will require the fund to post margin and the broker may
require the fund to post additional margin to secure the fund's
obligations. The amount of margin required may change from time to time.
In addition, cleared transactions may be more expensive to maintain than
over-the-counter transactions and may require the fund to deposit larger
amounts of margin. The fund may not be able to recover margin amounts if
the broker has financial difficulties. Also, the broker may require the
fund to terminate a derivatives position under certain circumstances. This
may cause the fund to lose money. The fund's ability to use certain
derivative instruments currently is limited by Commodity Futures Trading
Commission rules.
Risks of investing in inverse floating rate obligations. The interest rate
on inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an
inverse floating rate obligation to changes in interest rates is generally
greater than a comparable long-term bond issued by the same issuer and
with similar credit quality, redemption and maturity provisions. Inverse
floating rate obligations may be volatile and involve leverage risk.
Leveraging risk. The value of your investment may be more volatile and
other risks tend to be compounded if the fund borrows or uses derivatives
or other investments that have embedded leverage. Leverage generally
magnifies the effect of any increase or decrease in the value of the
fund's underlying assets and creates a risk of loss of value on a larger
pool of assets than the fund would otherwise have, potentially resulting
in the loss of all assets. Engaging in such transactions may cause the
fund to liquidate positions when it may not be advantageous to do so to
satisfy its obligations or meet segregation requirements.
Repurchase agreement risk. In the event that the other party to a
repurchase agreement defaults on its obligations, the fund may encounter
delay and incur costs before being able to sell the security. Such a delay
may involve loss of interest or a decline in price of the security. In
addition, if the fund is characterized by a court as an unsecured
creditor, it would be at risk of losing some or all of the principal and
interest involved in the transaction.
Market segment risk. To the extent the fund emphasizes, from time to time,
investments in a market segment, the fund will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation, than a fund without the same focus. For example,
industries in the financial segment, such as banks, insurance companies,
broker-dealers and real estate investment trusts (REITs), may be sensitive
to changes in interest rates and general economic activity and are
generally subject to extensive government regulation.
18
Valuation risk. Many factors may influence the price at which the fund
could sell any particular portfolio investment. The sales price may well
differ -- higher or lower - from the fund's last valuation of the
investment, and such differences could be significant, particularly for
illiquid securities and securities that trade in thin markets and/or
markets that experience extreme volatility. If market conditions make it
difficult to value some investments, the fund may value these investments
using more subjective methods. Investors who purchase or redeem fund
shares on days when the fund is holding fair-valued securities may receive
fewer or more shares or lower or higher redemption proceeds than they
would have received if the fund had not fair-valued the security or had
used a different valuation methodology. Fixed income securities are
typically valued using fair value methodologies. The value of foreign
securities, certain fixed income securities and currencies, as applicable,
may be materially affected by events after the close of the market on
which they are valued, but before the fund determines its net asset value.
Cash management risk. The value of the investments held by the fund for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the fund has any uninvested cash, the fund
would be subject to credit risk with respect to the depository institution
holding the cash. If the fund holds cash uninvested, the fund will not
earn income on the cash and the fund's yield will go down. During such
periods, it may be more difficult for the fund to achieve its investment
objectives.
Expense risk. Your actual costs of investing in the fund may be higher
than the expenses shown in "Annual fund operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
fund expense ratios are more likely to increase when markets are volatile.
In addition to the common risks of investing in the Acquired Fund and the
Acquiring Fund, the following are additional principal risks of investment in
the Acquiring Fund:
Risks of instruments that allow for balloon payments or negative
amortization payments. Certain debt instruments allow for balloon payments
or negative amortization payments. Such instruments permit the borrower to
avoid paying currently a portion of the interest accruing on the
instrument. While these features make the debt instrument more affordable
to the borrower in the near term, they increase the risk that the borrower
will be unable to make the resulting higher payment or payments that
become due at the maturity of the loan.
High yield or "junk" bond risk. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default
or are already in default, tend to be less liquid and are more difficult
to value than higher grade securities and may involve major risk of
exposure to adverse conditions and negative sentiments. These securities
have a higher risk of issuer default because, among other reasons, issuers
of junk bonds often have more debt in relation to total capitalization
than issuers of investment grade securities. Junk bonds tend to be
volatile and more susceptible to adverse events and negative sentiments.
These risks are more pronounced for securities that are already in
default. Changes in economic conditions or developments regarding the
individual issuer are more likely to cause price volatility and weaken the
capacity of such securities to make principal and interest payments than
is the case for higher grade debt securities. The value of lower-quality
debt securities often fluctuates in response to company, political, or
economic developments and can decline significantly over short as well as
long periods of time or during periods of general or regional economic
difficulty. Junk bonds may also be less liquid than higher-rated
securities, which means that the fund may have difficulty selling them at
times, and it may have to apply a greater degree of judgment in
establishing a price for purposes of valuing fund shares. Junk bonds
generally are issued by less creditworthy issuers. In the event of an
issuer's bankruptcy, claims of other creditors may have priority over the
claims of junk bond holders, leaving few or no assets available to repay
junk bond holders. The fund may incur expenses to the extent necessary to
seek recovery upon default or to negotiate new terms with a defaulting
issuer. Junk bonds frequently have redemption features that permit an
issuer to repurchase the security from the fund before it matures. If the
issuer redeems junk bonds, the fund may have to invest the proceeds in
bonds with lower yields and may lose income.
Risks of investing in insurance-linked securities. The return of principal
and the payment of interest on "event-linked" bonds and other
insurance-linked securities are contingent on the non-occurrence of a
pre-defined "trigger" event, such as a hurricane or an earthquake of a
specific magnitude or other event that leads to physical or economic loss.
If a trigger event, as defined within the terms of an event-linked bond,
involves losses or other metrics exceeding a specific magnitude in the
geographic region and time period specified, the fund may lose a portion
or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events,
event-linked bonds may expose the fund to other risks, including but not
limited to issuer (credit) default, adverse regulatory or jurisdictional
interpretations and adverse tax consequences. Event-linked bonds are also
subject to the risk that the model used to calculate the probability of a
trigger event was not accurate and underestimated the likelihood of a
trigger event. Insurance-linked securities may provide for extensions of
maturity in order to process and audit loss claims in those cases when a
trigger event has, or possibly has, occurred. Upon the occurrence or
possible occurrence of a trigger event, and until the completion of the
processing and auditing of applicable loss claims, the fund's investment
in an event-linked bond or other insurance-linked security may be priced
using fair value methods. Lack of a liquid market may impose the risk of
higher transaction costs and the possibility that the fund may be forced
to liquidate positions when it would not be advantageous to do so. Certain
19
insurance-linked securities represent interests in baskets of underlying
reinsurance contracts. The fund has limited transparency into the
individual contracts underlying such securities and therefore must rely on
the risk assessment and sound underwriting practices of the issuer.
Certain insurance-linked securities may be difficult to value.
Risks of non-U.S. investments. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve
unique risks compared to investing in securities of U.S. issuers. These
risks are more pronounced for issuers in emerging markets or to the extent
that the fund invests significantly in one region or country. These risks
may include:
o Less information about non-U.S. issuers or markets may be available
due to less rigorous disclosure or accounting standards or
regulatory practices
o Many non-U.S. markets are smaller, less liquid and more volatile. In
a changing market, the adviser may not be able to sell the fund's
portfolio securities at times, in amounts and at prices it considers
reasonable
o Adverse effect of currency exchange rates or controls on the value
of the fund's investments, or its ability to convert non-U.S.
currencies to U.S. dollars
o The economies of non-U.S. countries may grow at slower rates than
expected or may experience a downturn or recession
o Economic, political, regulatory and social developments may
adversely affect the securities markets
o It may be difficult for the fund to pursue claims or enforce
judgments against a foreign bank, depository or issuer of a
security, or any of their agents, in the courts of a foreign country
o Withholding and other non-U.S. taxes may decrease the fund's return.
The value of the fund's foreign investments also may be affected by
U.S. tax considerations and restrictions in receiving investment
proceeds from a foreign country
o Some markets in which the fund may invest are located in parts of
the world that have historically been prone to natural disasters
that could result in a significant adverse impact on the economies
of those countries and investments made in those countries
o It is often more expensive for the fund to buy, sell and hold
securities in certain foreign markets than in the United States
o A governmental entity may delay, or refuse or be unable to pay,
interest or principal on its sovereign debt due to cash flow
problems, insufficient foreign currency reserves, political
considerations, the relative size of the governmental entity's debt
position in relation to the economy or the failure to put in place
economic reforms
o Investing in depositary receipts is subject to many of the same
risks as investing directly in non-U.S. issuers. Depositary receipts
may involve higher expenses and may trade at a discount (or premium)
to the underlying security. In addition, depositary receipts may not
pass through voting and other shareholder rights, and may be less
liquid than the underlying securities listed on an exchange.
o A number of countries in the European Union (EU) have experienced,
and may continue to experience, severe economic and financial
difficulties. Additional EU member countries may also fall subject
to such difficulties. These events could negatively affect the value
and liquidity of the fund's investments in euro-denominated
securities and derivative contracts, securities of issuers located
in the EU or with significant exposure to EU issuers or countries
o If one or more stockholders of a supranational entity such as the
World Bank fail to make necessary additional capital contributions,
the entity may be unable to pay interest or repay principal on its
debt securities
Risks of convertible securities. Convertible securities generally offer
lower interest or dividend yields than non-convertible securities of
similar quality. As with all fixed income securities, the market values of
convertible securities tend to decline as interest rates increase and,
conversely, to increase as interest rates decline. However, when the
market price of the common stock underlying a convertible security
approaches or exceeds the conversion price, the convertible security tends
to reflect the market price of the underlying common stock. As the market
price of the underlying common stock declines, the convertible security
tends to trade increasingly on a yield basis and thus may not decline in
price to the same extent as the underlying common stock. Convertible
securities rank senior to common stocks in an issuer's capital structure
and consequently entail less risk than the issuer's common stock. The
value of a synthetic convertible security will respond differently to
market fluctuations than a traditional convertible security because a
synthetic convertible security is composed of two or more separate
securities or instruments, each with its own market value. If the value of
the underlying common stock or the level of the index involved in the
convertible component falls below the exercise price of the warrant or
option, the warrant or option may lose all value.
Preferred stocks risk. Preferred stocks may pay fixed or adjustable rates
of return. Preferred stocks are subject to issuer-specific and market
risks applicable generally to equity securities. In addition, a company's
preferred stocks generally pay dividends only after the company makes
required payments to holders of its bonds and other debt. Thus, the value
of preferred stocks will usually react more strongly than bonds and other
debt to actual or perceived changes in the company's financial condition
or prospects.
20
The market value of preferred stocks generally decreases when interest
rates rise. Preferred stocks of smaller companies may be more vulnerable
to adverse developments than preferred stocks of larger companies.
Credit default swap risk. Credit default swap contracts, a type of
derivative instrument, involve heightened risks and may result in losses
to the fund. Credit default swaps may in some cases be illiquid and
difficult to value, and they increase credit risk since the fund has
exposure to both the issuer of the referenced obligation and the
counterparty to the credit default swap. If the fund buys a credit default
swap, it will be subject to the risk that the credit default swap may
expire worthless, as the credit default swap would only generate income in
the event of a default on the underlying debt security or other specified
event. As a buyer, the fund would also be subject to credit risk relating
to the seller's payment of its obligations in the event of a default (or
similar event). If the fund sells a credit default swap, it will be
exposed to the credit risk of the issuer of the obligation to which the
credit default swap relates. As a seller, the fund would also be subject
to leverage risk, because it would be liable for the full notional amount
of the swap in the event of default (or similar event). Swaps may be
difficult to unwind or terminate. Certain index-based credit default swaps
are structured in tranches, whereby junior tranches assume greater default
risk than senior tranches. The absence of a central exchange or market for
swap transactions may lead, in some instances, to difficulties in trading
and valuation, especially in the event of market disruptions. New
regulations require many kinds of swaps to be executed through a
centralized exchange or regulated facility and be cleared through a
regulated clearinghouse. Although this clearing mechanism is generally
expected to reduce counterparty credit risk, it may disrupt or limit the
swap market and may not result in swaps being easier to trade or value. As
swaps become more standardized, the fund may not be able to enter into
swaps that meet its investment needs. The fund also may not be able to
find a clearinghouse willing to accept the swaps for clearing. In a
cleared swap, a central clearing organization will be the counterparty to
the transaction. The fund will assume the risk that the clearinghouse may
be unable to perform its obligations. The new regulations may make using
swaps more costly, may limit their availability, or may otherwise
adversely affect their value or performance.
The following is an additional principal risk of the Acquired Fund; as noted
above, the Acquiring Fund is also permitted to invest in mortgage dollar roll
transactions:
Mortgage dollar roll transactions risk. The benefits to the fund from
mortgage dollar roll transactions depend upon the adviser's ability to
forecast mortgage prepayment patterns on different mortgage pools. The
fund may lose money if, during the period between the time it agrees to
the forward purchase of the mortgage securities and the settlement date,
these securities decline in value due to market conditions or prepayments
on the underlying mortgages.
Comparison of Fees and Expenses
Shareholders of both Pioneer Funds pay various fees and expenses, either
directly or indirectly. The tables below show the fees and expenses that you
would pay if you were to buy and hold shares of each Pioneer Fund. The expenses
in the tables appearing below are based on (i) for the Acquired Fund, expenses
for the twelve-month period ended July 31, 2015, and (ii) for the Acquiring
Fund, expenses for the twelve-month period ended June 30, 2015. Future expenses
for all share classes may be greater or less. The tables also show the combined
fund's pro forma expenses assuming the Reorganization occurred on June 30,
2015.
Combined
Pioneer Pioneer Pioneer
Government Bond Bond Fund
Income Fund Fund (Pro Forma
(12 months (12 months 12 months
ended ended ended
July 31, June 30, June 30,
2015) 2015) 2015)
---------------------------------------------------------------------------------------
Shareholder transaction fees
(paid directly from your investment) Class A Class A Class A
Maximum sales charge (load) when you buy
shares as a percentage of offering price 4.50% 4.50% 4.50%
Maximum deferred sales charge (load) as a percentage
of offering price or the amount you receive when
you sell shares, whichever is less None(1) None None
Annual Fund operating expenses (deducted from
fund assets) as a % of average daily net assets
Management Fee 0.50% 0.40% 0.40%
Distribution and Service (12b-1) Fee 0.25% 0.25% 0.25%
Other Expenses 0.58% 0.28% 0.28%
Total Annual Fund Operating Expenses 1.33% 0.93% 0.93%
---------------------------------------------------------------------------------------
Less: Fee Waiver and Expense Limitations(2) 0.00% -0.08% -0.08%
Net Expenses 1.33% 0.85% 0.85%
---------------------------------------------------------------------------------------
21
Combined
Pioneer Pioneer Combined
Bond Government Pioneer Pioneer
Pioneer Fund Income Bond Bond Fund
Government Pioneer (Pro Forma Fund Fund (Pro Forma
Income Bond 12 months (12 months (12 months 12 months
Fund Fund ended ended ended ended
(July 31, (June 30, June 30, July 31, June 30, June 30,
2015) 2015) 2015) 2015) 2015) 2015)
----------------------------------------------------------------------------------------------------------------------
Shareholder transaction fees
(paid directly from your investment) Class C Class C Class C Class Y Class Y Class Y
Maximum sales charge (load) when you buy
shares as a percentage of offering price None None None None None None
Maximum deferred sales charge (load) as a percentage
of offering price or the amount you receive when
you sell shares, whichever is less 1.00% 1.00% 1.00% None None None
Annual Fund operating expenses (deducted from
fund assets) as a % of average daily net assets
Management Fee 0.50% 0.40% 0.40% 0.50% 0.40% 0.40%
Distribution and Service (12b-1) Fee 1.00% 1.00% 1.00% None None None
Other Expenses 0.52% 0.23% 0.23% 0.46% 0.18% 0.18%
Total Annual Fund Operating Expenses 2.02% 1.63% 1.63% 0.96% 0.58% 0.58%
----------------------------------------------------------------------------------------------------------------------
Less: Fee Waiver and Expense Limitations(2) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Net Expenses 2.02% 1.63% 1.63% 0.96% 0.58% 0.58%
----------------------------------------------------------------------------------------------------------------------
(1) Class A purchases of $500,000 or more that are not subject to an initial
sales charge may be subject to a contingent deferred sales charge of 1%.
See "Sales charges."
(2) Pioneer has contractually agreed to limit ordinary operating expenses
(ordinary operating expenses means all fund expenses other than
extraordinary expenses, such as litigation, taxes, brokerage commissions
and acquired fund fees and expenses) to the extent required to reduce fund
expenses to 0.85% of the average daily net assets attributable to Class A
shares. This expense limitation is in effect through November 1, 2017.
There can be no assurance that Pioneer will extend the expense limitation
beyond such time. While in effect, the arrangement may be terminated for a
class only by agreement of the adviser and the Board of Trustees.
Examples:
The examples are intended to help you compare the cost of investing in each
fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in each fund for the time periods shown, and then, except as
indicated, redeem all of your shares at the end of those periods. The examples
also assume that (a) your investment has a 5% return each year and (b) each
fund's total annual operating expenses remain the same except for year one
(which considers the effect of the expense limitation). Pro forma expenses are
included assuming consummation of the Reorganization as of June 30, 2015. The
examples are for comparison purposes only and are not a representation of any
fund's actual expenses or returns, either past or future. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
Pioneer Combined
Government Pioneer Pioneer
Number of years Income Bond Bond Fund
you own your shares Fund Fund (Pro Forma)
------------------------------------------------------------------------------
Class A -- assuming redemption at end of period
Year 1 $579 $533 $533
Year 3 $852 $725 $725
Year 5 $1,146 $934 $934
Year 10 $1,979 $1,535 $1,535
Class A -- assuming no redemption
Year 1 $579 $533 $533
Year 3 $852 $725 $725
Year 5 $1,146 $934 $934
Year 10 $1,979 $1,535 $1,535
22
Pioneer Combined
Government Pioneer Pioneer
Number of years Income Bond Bond Fund
you own your shares Fund Fund (Pro Forma)
-------------------------------------------------------------------------------------
Class C -- assuming redemption at end of period
Year 1 $305 $266 $266
Year 3 $634 $514 $514
Year 5 $1,088 $887 $887
Year 10 $2,348 $1,933 $1,933
Class C -- assuming no redemption
Year 1 $205 $166 $166
Year 3 $634 $514 $514
Year 5 $1,088 $887 $887
Year 10 $2,348 $1,933 $1,933
Class Y -- with or without redemption at end of period
Year 1 $98 $59 $59
Year 3 $306 $186 $186
Year 5 $531 $324 $324
Year 10 $1,178 $726 $726
Comparison of the Funds' Past Performance
The bar charts and tables below indicate the risks and volatility of an
investment in the funds by showing how the funds have performed in the past.
The bar charts show changes in the performance of each fund's Class A shares
from calendar year to calendar year. The tables shows average annual total
returns for each class of shares of each Fund over time and compare these
returns to the returns of a broad-based measure of market performance that has
characteristics relevant to the Fund's investment strategies. You can obtain
updated performance information by visiting https://us.pioneerinvestments.com/
performance or by calling 1-800-225-6292. A fund's past performance (before and
after taxes) does not necessarily indicate how it will perform in the future.
The bar charts do not reflect any sales charge you may pay when you buy fund
shares. If this amount was reflected, returns would be less than those shown.
Pioneer Government Income Fund's Annual Returns -- Class A Shares (%)(1) (2)
(Years ended December 31)
[THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART]
YEAR ANNUAL RETURNS
2005 1.49
2006 3.01
2007 6.42
2008 7.64
2009 3.75
2010 5.51
2011 6.99
2012 2.49
2013 -3.07
2014 3.15
--------------
(1) During the period shown in the bar chart, the Acquired Fund's highest
quarterly return was 4.41% for the quarter ended 12/31/2008, and the
lowest quarterly return was -2.20% for the quarter ended 6/30/2013. For
the period from January 1, 2015 through September 30, 2015, the Acquired
Fund's return was 0.99%.
(2) The Acquired Fund acquired the assets and liabilities of AmSouth
Government Income Fund (the predecessor fund) on September 23, 2005. Prior
to September 23, 2005, the Acquired Fund was advised by a different
investment adviser. The performance of the Class A shares of the Acquired
Fund includes the net asset value performance of the predecessor fund's
Class A shares prior to the reorganization, which has been restated to
reflect differences in any applicable sales charges (but not differences
in expenses). The performance of Class Y shares of the Acquired Fund
includes the net asset value performance of the predecessor fund's Class I
shares prior to the reorganization, which has not been restated to reflect
differences in expenses. If all the expenses of the Acquired Fund were
reflected, the performance would be lower.
23
Pioneer Bond Fund's Annual Returns -- Class A Shares (%)*
(Years ended December 31)
[THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART]
YEAR ANNUAL RETURNS
2005 2.46
2006 3.55
2007 6.09
2008 -4.36
2009 17.70
2010 9.44
2011 5.08
2012 8.66
2013 0.49
2014 5.92
--------------
* During the period shown in the bar chart, the Acquiring Fund's highest
quarterly return was 6.84% for the quarter ended 9/30/2009, and the lowest
quarterly return was -3.05% for the quarter ended 12/31/2008. For the
period from January 1, 2015 through September 30, 2015, the Acquiring
Fund's return was 0.16%.
24
Average Annual Total Returns (%)
(for periods ended December 31, 2014)
Since Inception
The Acquired Fund 1 Year 5 Years 10 Years Inception Date
------------------------------------------------------------------------------------------------------------
Class A 10/01/93
Return Before Taxes -1.47 2.01 3.22 4.53
Return After Taxes on Distributions -2.61 0.60 1.73 2.62
Return After Taxes on Distributions and
Sale of Fund Shares -0.84 0.99 1.91 2.71
------------------------------------------------------------------------------------------------------------
Class C 2.40 2.23 N/A 3.08 09/23/05
------------------------------------------------------------------------------------------------------------
Class Y 3.53 3.38 4.12 5.01 10/01/93
------------------------------------------------------------------------------------------------------------
Barclays Capital Government Bond Index
(reflects no deduction for fees, expenses
or taxes) 4.92 3.70 4.29 5.32(1) 10/31/93
------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Mortgage-Backed Securities
Index (reflects no deduction for fees, expenses
or taxes) 6.08 3.73 4.75 5.75(1) 10/31/93
------------------------------------------------------------------------------------------------------------
(1) Index comparisons begin on October 31, 1993. Index information is not
available for prior periods.
Since Inception
The Acquiring Fund 1 Year 5 Years 10 Years Inception Date
------------------------------------------------------------------------------------------------------------
Class A 10/31/78
Return Before Taxes 1.18 4.90 4.88 7.39
Return After Taxes on Distributions -0.34 3.25 3.12 4.09
Return After Taxes on Distributions and
Sale of Fund Shares 0.74 3.14 3.09 4.06
------------------------------------------------------------------------------------------------------------
Class C(1) 5.06 4.93 4.42 4.74 01/31/96
------------------------------------------------------------------------------------------------------------
Class Y 6.19 6.11 5.65 6.21 09/20/01
------------------------------------------------------------------------------------------------------------
Barclays Capital Aggregate Bond Index (reflects
no deduction for fees, expenses or taxes) 5.97 4.45 4.71 7.94 10/31/78
------------------------------------------------------------------------------------------------------------
(1) The performance of Class C shares does not reflect the 1% front-end sales
charge in effect prior to February 1, 2004. If you paid a 1% sales charge,
your returns would be lower than those shown above.
After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state and
local taxes. Actual after-tax returns depend on the investor's tax situation
and may differ from those shown. The after-tax returns shown are not relevant
to investors who hold a Pioneer Fund's shares through tax-deferred arrangements
such as 401(k) plans or individual retirement accounts.
After-tax returns are shown only for Class A shares. After-tax returns for
Class C and Class Y shares of each Pioneer Fund will vary.
25
------------------------------------------------------------------------------------------------------------------------------
Pioneer Government Income Fund Pioneer Bond Fund
(the Acquired Fund) (the Acquiring Fund)
------------------------------------------------------------------------------------------------------------------------------
Management fees The fund pays Pioneer a fee for managing the fund The fund pays Pioneer a fee for managing the fund
and to cover the cost of providing certain services and to cover the cost of providing certain services
to the fund. to the fund.
Pioneer's annual fee is equal to 0.50% of the fund's Pioneer's annual fee is equal to 0.40% of the fund's
average daily net assets up to $1 billion and 0.45% average daily net assets. The fee is accrued daily
of the fund's average daily net assets over $1 billion. and paid monthly.
The fee is accrued daily and paid monthly.
For the fiscal year ended June 30, 2015, the
For the fiscal year ended July 31, 2015, the fund paid Acquiring Fund paid management fees (excluding
management fees (excluding waivers and/or waivers and/or assumption of expenses) equivalent
assumption of expenses) equivalent to 0.50% of the to 0.40% of the fund's average daily net assets.
fund's average daily net assets.
A discussion regarding the basis for the Board of
A discussion regarding the basis for the Board of Trustees' approval of the management contract is
Trustees' approval of the management contract is available in the Acquiring Fund's semi-annual report
available in the fund's semiannual report to to shareholders for the period ended
shareholders for the period ended January 31, 2015. December 31, 2014.
------------------------------------------------------------------------------------------------------------------------------
For a comparison of the gross and net expenses of each fund, please see the class fee tables in the
"Comparison of Fees and Expenses" section starting on page 21.
26
Reasons for the Reorganization
The Board of Trustees of the Acquired Fund believes that the proposed
Reorganization will be advantageous to the shareholders of the Acquired Fund
for several reasons. The Trustees considered the following matters, among
others, in approving the proposal.
First, the Board considered the similarities and differences in the funds'
investment objectives and principal investment strategies. The Board considered
that your fund and the Acquiring Fund have similar investment objectives to
provide current income. The Board considered that both funds invest primarily
in investment grade debt securities. The Board considered that the Acquiring
Fund may invest in a significantly broader range of debt securities than your
fund, noting that your fund invests at least 80% of its assets in U.S.
government securities, while the Acquiring Fund invests at least 80% of its
assets in investment grade debt securities, including corporate bonds and other
debt instruments in addition to U.S. government securities. The Board
considered that the Acquiring Fund also may invest up to 20% of its net assets
in debt securities rated below investment grade (known as "junk bonds").
Second, the Board considered that your fund has not achieved a sufficient
size to allow for more efficient operations and is not likely to do so in the
future. The Board considered that the combined fund may be better positioned to
attract assets than your fund. The Board considered that the larger asset size
of the combined fund may allow it, relative to your fund, to reduce per share
expenses as fixed expenses will be shared over a larger asset base.
Third, the Board considered that the expense ratio of each class of shares
of the combined fund is expected to be lower than the expense ratio of the
corresponding class of shares of your fund, both before and after any
applicable fee waivers or expense reimbursements.
Fourth, the Board considered that the combined fund will pay a lower
management fee rate than the management fee rate paid by your fund.
Fifth, the Board considered that the historical performance of the
Acquiring Fund was higher than the historical performance of your fund for the
three, five and ten-year periods ended October 2, 2015, based on data provided
by Morningstar, Inc. The Board noted that your fund's performance was higher
than the performance of the Acquiring Fund for the one-year period ended
October 2, 2015.
Sixth, the Board considered the ability of the combined fund to utilize
certain tax capital-loss carryforwards in the future.
Seventh, the Board considered that the Acquired Fund would bear
approximately 25% of the expenses incurred in connection with the
Reorganization, including expenses associated with the preparation, printing
and mailing of any shareholder communications (including this Information
Statement/Prospectus), any filings with the SEC and other governmental agencies
in connection with the Reorganization, audit fees and legal fees, and the
Acquiring Fund would likewise bear approximately 25% of these costs. The Board
considered that Pioneer would bear the remaining 50% of the expenses incurred
in connection with the Reorganization. In approving the allocation of
Reorganization costs, the Board considered information provided by Pioneer with
respect to the relative short-term economic benefits and costs to shareholders
anticipated to result from the Reorganization.
Eighth, the Board considered that the Reorganization generally is not
expected to result in income, gain or loss being recognized for federal income
tax purposes by your fund, Pioneer Bond Fund or by the shareholders of either
fund.
Ninth, the Board considered that the funds' investment adviser and
principal distributor would benefit from the Reorganization. For example,
Pioneer might achieve cost savings from managing one larger fund compared to
managing more than one fund with similar investment strategies. The
consolidated portfolio management effort also might result in time and
personnel savings and the preparation of fewer reports and regulatory filings,
as well as prospectus disclosure, for one fund instead of two. The Board
believes that the Reorganization, in the long-term, could result in a decrease
in the combined fund's gross expenses.
Tenth, the Board also considered that the Reorganization presents an
excellent opportunity for the shareholders of each fund to become investors in
a combined fund that has a larger asset size than either fund alone without the
obligation to pay commissions or other transaction costs that a fund normally
incurs when purchasing securities. This opportunity provides an economic
benefit to both funds and their shareholders.
27
CAPITALIZATION
The following table sets forth the capitalization of each Pioneer Fund as
of December 18, 2015, and the pro forma combined capitalization of the combined
fund as if the Reorganization occurred on that date. The actual exchange ratios
on the Closing Date may vary from the exchange ratios indicated. This is due to
changes in the market value of the portfolio securities of the Pioneer Funds
between December 18, 2015 and the Closing Date, changes in the amount of
undistributed net investment income and net realized capital gains of the
Pioneer Funds during that period resulting from income and distributions, and
changes in the accrued liabilities of the Pioneer Funds during the same period.
Combined Pioneer
Pioneer Bond Fund Pro Forma
Government Pioneer Pro Forma Combined Pioneer
Income Fund Bond Fund Adjustments(1) Bond Fund
(December 18, 2015) (December 18, 2015) (December 18, 2015) (December 18, 2015)
(unaudited) (unaudited) (unaudited) (unaudited)
---------------------------------------------------------------------------------------------------------------
Net Assets
Class A $ 84,226,883 $ 1,035,359,083 $20,350 $1,119,565,616
Class C $ 12,947,515 $ 116,373,896 $ 2,351 $ 129,319,061
Class K -- $ 292,443,909 $ 5,316 $ 292,438,593
Class R -- $ 132,395,528 $ 2,406 $ 132,393,121
Class Y $ 4,865,316 $ 1,759,895,309 $32,077 $1,764,728,547
Total Net Assets $102,039,714 $ 3,336,467,724 $62,500 $3,438,444,938
Net Asset Value Per Share
Class A $ 9.29 $ 9.53 -- $ 9.53
Class C $ 9.29 $ 9.42 -- $ 9.42
Class K -- $ 9.53 -- $ 9.53
Class R -- $ 9.62 -- $ 9.62
Class Y $ 9.29 $ 9.44 -- $ 9.44
Shares Outstanding
Class A 9,067,414 108,636,123 -- 117,474,200
Class C 1,393,432 12,348,794 -- 13,723,264
Class K -- 30,694,713 -- 30,694,713
Class R -- 13,766,541 -- 13,766,541
Class Y 523,974 186,394,064 -- 186,909,458
(1) The pro forma data reflects adjustments to account for the combined
expenses of the Reorganization borne by the Acquired Fund and the
Acquiring Fund. The expenses of the Reorganization borne by the funds are
estimated in the aggregate to be $62,500. Pioneer will bear the remaining
expenses of the Reorganization.
It is impossible to predict how many shares of the combined fund will
actually be received and distributed by your fund on the Closing Date. The
table should not be relied upon to determine the amount of combined fund shares
that will actually be received and distributed.
BOARDS' EVALUATION OF THE REORGANIZATION
For the reasons described above, the Board of Trustees of your fund,
including the Independent Trustees, approved the Reorganization. In particular,
the Board of Trustees determined that the Reorganization is in the best
interests of your fund and that the interests of your fund's shareholders would
not be diluted as a result of the Reorganization. Similarly, the Board of
Trustees of the Acquiring Fund, including the Independent Trustees, approved
the Reorganization. The Trustees also determined that the Reorganization is in
the best interests of that fund and that the interests of the shareholders of
that fund would not be diluted as a result of the Reorganization.
28
OTHER IMPORTANT INFORMATION CONCERNING THE REORGANIZATION
Portfolio Securities
After the closing of the Reorganization, management will analyze and
evaluate the portfolio securities of the combined fund. Consistent with the
combined fund's investment objective and policies, any restrictions imposed by
the Code and in the best interests of the shareholders of the combined fund
(including former shareholders of your fund), management will influence the
extent and duration to which the portfolio securities of your fund and the
Acquiring Fund will be maintained by the combined fund. It is possible that,
although it is not necessary to dispose of portfolio securities in order to
effect the Reorganization, the portfolio manager of the combined fund may
conclude that some of the holdings of the combined fund are not consistent with
the combined fund's long-term investment strategy, and, accordingly, there may
be dispositions of some of the portfolio securities of a combined fund
following the Reorganization. Subject to market conditions at the time of any
such disposition, the disposition of the portfolio securities by a combined
fund may result in a capital gain or loss. The actual tax consequences of any
disposition of portfolio securities will vary depending upon the specific
security(ies) being sold, other capital gains and losses that may be
recognized, and the combined fund's ability to use any available tax loss
carryforwards. The disposition of portfolio securities also may result in
significant brokerage expense to the combined fund.
Tax Capital Loss Carryforwards
Federal income tax law permits a regulated investment company to carry
forward net capital losses that arose in tax years that began on or before
December 22, 2010 ("Pre-2011 Losses") for a period of up to eight taxable
years. Net capital losses that arise in tax years beginning after December 22,
2010 ("Post-2010 Losses") may generally be carried forward without limit, and
such carryforwards must be fully utilized before the regulated investment
company is permitted to utilize carryforwards of Pre-2011 Losses. Presently,
the net capital loss carryforwards of Pioneer Government Income Fund and
Pioneer Bond Fund from their prior taxable years can be summarized as follows:
Fund Capital Loss Carryforward
------------------------------------------------------------------------------------------------------------------
Pioneer Government Income Fund $9,482,795
------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund $ --
------------------------------------------------------------------------------------------------------------------
The Funds' Pre-2011 Losses and their expiration dates are as follows:
Fund 7/31/2016 7/31/2017 7/31/2018
------------------------------------------------------------------------------------------------------------------
Pioneer Government Income Fund $2,793,238 $ -- $ --
------------------------------------------------------------------------------------------------------------------
Fund 6/30/2016 6/30/2017 6/30/2018
------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund $ -- $ -- $ --
------------------------------------------------------------------------------------------------------------------
The Funds' Post-2010 Losses are as follows:
Fund Capital Loss Carryforward
------------------------------------------------------------------------------------------------------------------
Pioneer Government Income Fund $6,689,557
(short term capital losses: $844,011
long term capital losses: $5,845,546)
------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund $ --
------------------------------------------------------------------------------------------------------------------
For the period ending on the Closing Date, each fund may have net realized
capital gains or losses and as of the Closing Date a fund may also have net
unrealized capital gains or losses.
Your fund's Pre-2011 Losses, to the extent unused, will expire on the
earlier of July 31, 2016 and the date on which the Reorganization closes.
The Reorganization may result in a number of additional limitations on the
combined fund's ability to use realized and unrealized losses of the combining
funds. The discussion below describes the limitations that may apply based on
the funds' tax attributes and relative net asset values as of October 31, 2015.
Since the Reorganization is not expected to close until March 11, 2016, the
net current-year realized capital losses and net unrealized capital gains and
the effect of the limitations described may change significantly between now
and the completion of the Reorganization. Further, the ability of your fund and
Pioneer Bond Fund to use capital losses to offset gains (even in the absence of
the Reorganization) depends on factors other than loss limitations, such as the
future realization of capital gains or losses.
29
First, in the tax year of the combined fund in which the Reorganization
occurs, the combined fund will be able to use carryforwards of your fund's
capital losses (including from your fund's short taxable year ending on the
Closing Date), subject to the limitations described in the following
paragraphs, to offset only a prorated portion of the combined fund's capital
gains for such tax year, based on the number of days remaining in the combined
fund's tax year after the Closing Date.
Second, the Reorganization is expected to result in a limitation on the
combined fund's ability to use your fund's capital loss carryforwards in
subsequent tax years. This limitation, imposed by Section 382 of the Code, is
expected to apply because your fund has capital loss carryforwards and its
shareholders will own less than 50% of the combined fund immediately after the
Reorganization. The annual Section 382 limitation for periods following the
Reorganization generally will equal the product of the net asset value of your
Fund immediately prior to the Reorganization and the "long-term tax-exempt
rate," published by the Internal Revenue Service, in effect at the time of the
Reorganization (as of October 31, 2015, the annual limitation would be
$2,990,115).
Third, the Reorganization may result in a limitation on the combined
fund's ability to use a portion of losses recognized by the combined fund in
the taxable year in which the Reorganization occurs, or, in certain cases, a
net unrealized loss inherent in the assets of Pioneer Bond Fund at the time of
the Reorganization, to offset gains realized after the Reorganization that are
attributable to unrealized capital gains of your fund as of the Closing Date.
That limitation will apply if your fund's unrealized capital gains as of the
Closing Date are at least $10,000,000 or at least 15% of the fair market value
of your fund's assets as of the Closing Date.
Fourth, the Reorganization may result in a limitation on the combined
fund's ability to use capital loss carryforwards of your fund (including any
net loss from your fund's short taxable year ending on the date of the
Reorganization) to offset gains realized after the Reorganization that are
attributable to unrealized capital gains in Pioneer Bond Fund's assets
immediately prior to the Reorganization. This limitation will generally apply
if Pioneer Bond Fund's unrealized capital gains as of the date of the
Reorganization are at least $10,000,000 or at least 15% of the fair market
value of Pioneer Bond Fund's assets as of the Closing Date.
As of October 31, 2015, the funds had the following current-year realized
capital gains(losses) and net realized gains:
Fund Current-Year Realized Capital Gains(Losses) Net Unrealized Gains
--------------------------------------------------------------------------------------------
Pioneer Government Income Fund $79,772 $3,548,104
--------------------------------------------------------------------------------------------
Pioneer Bond Fund ($6,863,722) $7,280,173
Fifth, any capital loss carryforwards from prior years, any net
current-year capital losses, and, potentially, any unrealized capital losses
will benefit the shareholders of the combined fund, rather than only the
shareholders of the combining fund in which the loss originated.
30
TERMS OF THE AGREEMENT AND PLAN OF REORGANIZATION
The Reorganization
o The Reorganization is scheduled to occur as of the close of business
on March 11, 2016 but may occur on such later date as the
parties may agree to in writing.
o The Acquired Fund will transfer all of its assets to the Acquiring
Fund. The Acquiring Fund will assume all of your fund's liabilities.
The net asset value of both Pioneer Funds will be computed as of the
close of regular trading on the New York Stock Exchange on the
Closing Date.
o The Acquiring Fund will issue Class A, Class C and Class Y shares to
the Acquired Fund in amounts equal to the aggregate net asset value
of the Acquired Fund's Class A, Class C and Class Y shares,
respectively.
o Shares of the Acquiring Fund will immediately be distributed to you
in proportion to the relative net asset value of your holdings of
shares of the applicable class or classes of the Acquired Fund on
the Closing Date. As a result, the Acquired Fund's Class A
shareholders will end up as Class A shareholders of the Acquiring
Fund, and the Acquired Fund's Class C and Class Y shareholders will
end up as Class C and Class Y shareholders, respectively, of the
Acquiring Fund. The net asset value attributable to a class of
shares of each fund will be determined using the Pioneer Funds'
valuation policies and procedures. Each fund's valuation policies
and procedures are identical.
o After the shares are issued, the Acquired Fund will be dissolved.
o No sales load, contingent deferred sales charge, commission,
redemption fee or other transactional fee will be charged as a
result of the Reorganization. After the Reorganization, any
contingent deferred sales charge that applied to Class A (if
applicable) or Class C shares of the Acquired Fund at the time of
the Reorganization will continue to apply for the remainder of the
applicable holding period at the time of the Reorganization. In
calculating any applicable contingent deferred sales charge, the
period during which you held your shares will be included in the
holding period of the shares of the combined fund you receive as a
result of the Reorganization.
o The Reorganization generally is not expected to result in income,
gain or loss being recognized for federal income tax purposes by
shareholders of either Pioneer Fund involved in the Reorganization,
or by either your fund or Pioneer Bond Fund involved in the
Reorganization, except as set forth below under the heading "Tax
Status of the Reorganization." The Reorganization will not take
place unless both funds involved in the Reorganization receive a tax
opinion from Morgan, Lewis & Bockius LLP, counsel to the funds, as
described below under the heading "Tax Status of the
Reorganization".
Agreement and Plan of Reorganization
The Agreement and Plan of Reorganization with respect to the
Reorganization is attached as Exhibit A to this Information
Statement/Prospectus. Material provisions of the Agreement and Plan of
Reorganization are described below, but are qualified in their entirety by the
attached copy.
Cancellation of Share Certificates. If your shares are represented by one
or more share certificates before the Closing Date, on the Closing Date all
certificates will be canceled, will no longer evidence ownership of the
Acquired Fund's shares and will evidence ownership of shares of the combined
fund. The combined fund will not issue share certificates in the
Reorganization.
Conditions to Closing the Reorganization. The obligation of the Acquired
Fund to consummate the Reorganization is subject to the satisfaction of certain
conditions, including the performance by the Acquiring Fund of all its
obligations under the Agreement and Plan of Reorganization and the receipt of
all consents, orders and permits necessary to consummate the Reorganization
(see Agreement and Plan of Reorganization, Section 6).
The obligation of the Acquiring Fund to consummate the Reorganization is
subject to the satisfaction of certain conditions, including the Acquired
Fund's performance of all of its obligations under the Agreement and Plan of
Reorganization, the receipt of certain documents and financial statements from
that fund and the receipt of all consents, orders and permits necessary to
consummate the Reorganization (see Agreement and Plan of Reorganization,
Section 7).
The funds' obligations are subject to the receipt of a favorable opinion of
Morgan, Lewis & Bockius LLP as to the federal income tax consequences of the
Reorganization (see Agreement and Plan of Reorganization, Section 8.4).
Termination of Agreement and Plan of Reorganization. The Board of Trustees
of either fund may terminate the Agreement and Plan of Reorganization at any
time before the Closing Date, if the Board believes that proceeding with the
Reorganization would no longer be in the best interests of shareholders of the
applicable fund.
31
Expenses of the Reorganization. Each fund will bear approximately 25% of
the expenses incurred in connection with the Reorganization, including expenses
associated with the preparation, printing and mailing of any shareholder
communications (including this Information Statement/Prospectus), any filings
with the SEC and other governmental agencies in connection with the
Reorganization, audit fees and legal fees ("Reorganization Costs"). Pioneer
will bear the remaining 50% of the Reorganization Costs.
TAX STATUS OF THE REORGANIZATION
The Reorganization is conditioned upon the receipt by each fund of an
opinion from Morgan, Lewis & Bockius LLP, counsel to the Pioneer Funds,
substantially to the effect that, for federal income tax purposes:
o The transfer to the Acquiring Fund of all of your fund's assets in
exchange solely for the issuance of the Acquiring Fund's shares to
your fund and the assumption of all of your fund's liabilities by
the Acquiring Fund, followed by the distribution of the Acquiring
Fund's shares in complete liquidation of your fund, will constitute
a "reorganization" within the meaning of Section 368(a) of the Code,
and each of your fund and Pioneer Bond Fund will be a "party to a
reorganization" within the meaning of Section 368(b) of the Code;
o No gain or loss will be recognized by your fund in the
Reorganization upon (1) the transfer of all of its assets to the
Acquiring Fund as described above or (2) the distribution by your
fund of the Acquiring Fund's shares to your fund's shareholders in
complete liquidation of your fund, except for (A) any gain or loss
that may be recognized with respect to "section 1256 contracts" as
defined in Section 1256(b) of the Code, (B) any gain that may be
recognized on the transfer of stock in a "passive foreign investment
company" as defined in Section 1297(a) of the Code, and (C) any
other gain or loss that may be required to be recognized as a result
of the closing of your fund's taxable year or upon the transfer of
an asset regardless of whether such transfer would otherwise be a
non-recognition transaction under the Code;
o The tax basis in the hands of Pioneer Bond Fund of the assets of
your fund transferred in the Reorganization will be the same as the
tax basis of the assets in the hands of your fund immediately before
the transfer of the assets, increased by the amount of gain (or
decreased by the amount of loss), if any, recognized by your fund on
the transfer;
o The holding period of each asset of your fund in the hands of
Pioneer Bond Fund, other than assets with respect to which gain or
loss is required to be recognized in the Reorganization, will
include the period during which that asset was held by your fund
(except where investment activities of the Acquiring Fund will have
the effect of reducing or eliminating the holding period with
respect to an asset);
o No gain or loss will be recognized by Pioneer Bond Fund upon its
receipt of your fund's assets solely in exchange for shares of
Pioneer Bond Fund and the assumption of your fund's liabilities;
o You will not recognize gain or loss upon the exchange of your shares
for shares of the Acquiring Fund as part of the Reorganization;
o The aggregate tax basis of Acquiring Fund shares you receive in the
Reorganization will be the same as the aggregate tax basis of the
shares of your fund you surrender in the exchange; and
o The holding period of Acquiring Fund shares you receive in the
Reorganization will include the holding period of the shares of your
fund that you surrender in the exchange, provided that you hold the
shares of your fund as capital assets on the date of the exchange.
In rendering such opinion, counsel shall rely upon, among other things,
certain facts, assumptions and representations of your fund and the Acquiring
Fund. The condition that each fund receives such an opinion may not be waived
by either fund.
No tax ruling has been or will be received from the Internal Revenue
Service ("IRS") in connection with the Reorganization. An opinion of counsel is
not binding on the IRS or a court, and no assurance can be given that the IRS
would not assert, or a court would not sustain, a contrary position.
Immediately prior to the Reorganization, your fund will declare and pay a
dividend, which, together with all previous dividends, is intended to have the
effect of distributing to your fund's shareholders all of your fund's
investment company taxable income (computed without regard to the
dividends-paid deduction), all of its net tax-exempt income, and all of its net
capital gain (after deduction for any available capital loss carryover) for
taxable years ending on or prior to the Closing. The amount of such
distribution to the shareholders
32
of your fund is estimated as of October 31, 2015 to be as set forth in the
table below. The amount set forth in the table below is an estimate based on
your fund's income and capital gains expected to be realized as if its taxable
year ended on the Closing Date. Amounts actually distributed to shareholders
immediately prior to the Reorganization may be higher or lower than the amounts
set forth in the table below.
Fund Distribution Amount (per share)(unaudited)
--------------------------------------------------------------
Pioneer Government Income Fund $ --
--------------------------------------------------------------
Such distributions will generally result in taxable income to you.
The foregoing discussion is very general and does not take into account
any considerations that may apply to certain classes of taxpayers who are
subject to special circumstances, such as shareholders who are not citizens of
or residents of the United States, insurance companies, tax-exempt
organizations, financial institutions, dealers in securities or foreign
currencies, or persons who hold their shares as part of a straddle or
conversion transaction. You should consult your tax adviser for the particular
tax consequences to you of the transaction, including the applicability of any
state, local or foreign tax laws.
33
CLASSES OF SHARES OF THE FUNDS
The table below provides information regarding the characteristics and fee
structure of Class A, Class C and Class Y shares of the Pioneer Funds. The
policies disclosed below apply to each Pioneer Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class A sales charges The Class A shares of each Pioneer Fund have the same characteristics and fee structure.
and fees o Class A shares are offered with an initial sales charge up to 4.50% of the offering price, which is
reduced or waived for large purchases and certain types of investors. At the time of your purchase,
your investment firm may receive a commission from the distributor of up to 4%, declining as the size
of your investment increases.
o There is no contingent deferred sales charge, except in certain circumstances when no initial sales
charge is charged.
o Class A shares are subject to distribution and service (12b-1) fees of up to 0.25% of average daily
net assets.
------------------------------------------------------------------------------------------------------------------------------------
Class C sales charges The Class C shares of each Pioneer Fund have the same characteristics and fee structure.
and fees o Class C shares are offered without an initial sales charge.
o Class C shares are subject to a contingent deferred sales charge of 1% if you sell your shares within
one year of purchase. Your investment firm may receive a commission from the distributor at the time
of your purchase of up to 1%.
o Class C shares are subject to distribution and service (12b-1) fees of 1.00% of average daily net
assets.
o Class C shares do not convert to another share class.
o The maximum purchase amount (per transaction) for Class C shares is $499,999.
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Class Y sales charges The Class Y shares of each Pioneer Fund have the same characteristics and fee structure.
and fees o Class Y shares are offered without an initial sales charge.
o Class Y shares are not subject to a contingent deferred sales charge.
o Class Y shares are not subject to distribution and service (12b-1) fees.
o Initial investments are subject to a $5 million investment minimum, which may be waived in some
circumstances.
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34
BUYING, SELLING AND EXCHANGING SHARES OF THE FUNDS
The table below provides information regarding how to buy, sell and
exchange shares of the Pioneer Funds. The policies disclosed below apply to
each Pioneer Fund.
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Buying, Selling and Exchanging Shares
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Buying shares You may buy fund shares from any financial intermediary that has a sales agreement or other arrangement with
the distributor.
You can buy shares at net asset value per share plus any applicable sales charge. The distributor may reject any
order until it has confirmed the order in writing and received payment. Normally, your financial intermediary will
send your purchase request to the fund's transfer agent. Consult your investment professional for more
information. Your investment firm receives a commission from the distributor, and may receive additional
compensation from Pioneer, for your purchase of fund shares.
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Minimum initial Your initial investment must be at least $1,000 for Class A or Class C shares and at least $5 million for Class Y
investment shares. Additional investments must be at least $100 for Class A shares and $500 for Class C shares. You may
qualify for lower initial or subsequent investment minimums if you are opening a retirement plan account,
establishing an automatic investment plan or placing your trade through your investment firm. The fund may
waive the initial or subsequent investment minimums. Minimum investment amounts may be waived for,
among other things, share purchases made through certain mutual fund programs (e.g., asset based fee
program accounts) sponsored by qualified intermediaries, such as broker-dealers and investment advisers, that
have entered into an agreement with Pioneer. There is no minimum additional investment amount for Class Y
shares.
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Maximum purchase Purchases of each Pioneer Fund shares are limited to $499,999 for Class C shares. These limits are applied on
amounts a per transaction basis. There is no maximum purchase for Class A or Class Y shares.
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Exchanging shares You may, under certain circumstances, exchange your shares for shares of the same class of another Pioneer
mutual fund.
Your exchange request must be for at least $1,000. The fund allows you to exchange your shares at net asset
value without charging you either an initial or contingent deferred sales charge at the time of the exchange.
Shares you acquire as part of an exchange will continue to be subject to any contingent deferred sales charge
that applies to the shares you originally purchased. When you ultimately sell your shares, the date of your
original purchase will determine your contingent deferred sales charge.
Before you request an exchange, consider each fund's investment objective and policies as described in the
fund's prospectus. You generally will have to pay income taxes on an exchange.
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Selling shares Your shares will be sold at the share price (net asset value less any applicable sales charge) next calculated
after the fund or its authorized agent, such as a broker-dealer, receives your request in good order. If a
signature guarantee is required, you must submit your request in writing.
If the shares you are selling are subject to a deferred sales charge, it will be deducted from the sale proceeds.
The fund generally will send your sale proceeds by check, bank wire or electronic funds transfer. Normally you
will be paid within seven days. If you recently sent a check to purchase the shares being sold, the fund may
delay payment of the sale proceeds until your check has cleared. This may take up to 10 calendar days from the
purchase date.
If you are selling shares from a non-retirement account or certain IRAs, you may use any of the methods
described below. If you are selling shares from a retirement account other than an IRA, you must make your
request in writing.
You generally will have to pay income taxes on a sale.
If you must use a written request to exchange or sell your shares and your account is registered in the name of
a corporation or other fiduciary you must include the name of an authorized person and a certified copy of a
current corporate resolution, certificate of incumbency or similar legal document showing that the named
individual is authorized to act on behalf of the record owner.
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35
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Buying, Selling and Exchanging Shares
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Net asset The fund's net asset value is the value of its securities plus any other assets minus its accrued operating
value expenses and other liabilities. The fund calculates a net asset value for each class of shares every day the New
York Stock Exchange is open as of the scheduled close of regular trading (normally 4:00 p.m. Eastern time). If
the New York Stock Exchange closes at another time, the fund will calculate a net asset value for each class of
shares as of the scheduled closing time. On days when the New York Stock Exchange is closed for trading,
including certain holidays listed in the statement of additional information, a net asset value is not calculated.
The fund's most recent net asset value is available on the fund's website, us.pioneerinvestments.com.
The fund generally values debt securities and certain derivative instruments by using the prices supplied by
independent third party pricing services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value methods or techniques to
provide an estimated value of the security or instrument. A pricing matrix is a means of valuing a debt security
on the basis of current market prices for other debt securities, historical trading patterns in the market for fixed
income securities and/or other factors. Non-U.S. debt securities that are listed on an exchange will be valued at
the bid price obtained from an independent third party pricing service.
Senior loans are valued at the mean between the last available bid and asked prices for one or more brokers or
dealers as obtained from an independent third party pricing service. If no reliable prices are available from
either the primary or an alternative pricing service, broker quotes will be solicited. Event linked bonds are
valued at the bid price obtained from an independent third party pricing service. Other insurance-linked
securities may be valued at the bid price obtained from an independent third party pricing service, or through a
third party using a pricing matrix, insurance industry valuation models, or other fair value methods or
techniques to provide an estimated value of the instrument.
The fund generally values its equity securities and certain derivative instruments that are traded on an exchange
using the last sale price on the principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices are available, are valued at the mean
between the last bid and asked prices or, if both last bid and asked prices are not available, at the last quoted
bid price.
Last sale, bid and asked prices are provided by independent third party pricing services. In the case of equity
securities not traded on an exchange, prices are typically determined by independent third party pricing
services approved by the Board of Trustees using a variety of techniques and methods. The fund may use a fair
value model developed by an independent pricing service to value non-U.S. equity securities.
To the extent that the fund invests in shares of other mutual funds that are not traded on an exchange, such
shares of other mutual funds are valued at their net asset values as provided by those funds. The prospectuses
for those funds explain the circumstances under which those funds will use fair value pricing methods and the
effects of using fair value pricing methods.
The valuations of securities traded in non-U.S. markets and certain fixed income securities will generally be
determined as of the earlier closing time of the markets on which they primarily trade. When the fund holds
securities or other assets that are denominated in a foreign currency, the fund will normally use the currency
exchange rates as of 3:00 p.m. (Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the fund does not price its shares. Therefore, the value of the fund's shares may change on days
when you will not be able to purchase or redeem fund shares.
When independent third party pricing services are unable to supply prices for an investment, or when prices or
market quotations are considered by Pioneer to be unreliable, the value of that security may be determined
using quotations from one or more broker-dealers. When such prices or quotations are not available, or when
they are considered by Pioneer to be unreliable, the fund uses fair value methods to value its securities
pursuant to procedures adopted by the Board of Trustees. The fund also may use fair value methods if it is
determined that a significant event has occurred between the time at which a price is determined and the time
at which the fund's net asset value is calculated. Because the fund may invest in securities rated below
investment grade -- some of which may be thinly traded and for which prices may not be readily available or
may be unreliable -- the fund may use fair value methods more frequently than funds that primarily invest in
securities that are more widely traded. Valuing securities using fair value methods may cause the net asset
value of the fund's shares to differ from the net asset value that would be calculated only using market prices.
The prices used by the fund to value its securities may differ from the amounts that would be realized if these
securities were sold and these differences may be significant, particularly for securities that trade in relatively
thin markets and/or markets that experience extreme volatility.
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36
ADDITIONAL INFORMATION ABOUT THE PIONEER FUNDS
Investment adviser
Pioneer Investment Management, Inc., as each fund's investment adviser (the
"Adviser"), selects the fund's investments and oversees the fund's operations.
Pioneer is an indirect, wholly owned subsidiary of UniCredit S.p.A.
("UniCredit"), one of the largest banking groups in Italy. Pioneer is part of
the global asset management group providing investment management and financial
services to mutual funds, institutional and other clients. As of September
30, 2015, assets under management were approximately $243 billion worldwide,
including over $66 billion in assets under management by Pioneer (and its
U.S. affiliates).
On November 11, 2015, UniCredit announced that it signed a binding master
agreement with Banco Santander and affiliates of Warburg Pincus and General
Atlantic (the "Private Equity Firms") with respect to Pioneer Investments
("Pioneer") and Santander Asset Management ("SAM") (the "Transaction").
The Transaction, as previously announced by UniCredit, will establish a holding
company, with the name Pioneer Investments, to be owned by UniCredit (50%) and
the Private Equity Firms (50% between them). The holding company will control
Pioneer's U.S. operations, including the Adviser. The holding company also will
own 66.7% of Pioneer's and SAM's combined operations outside the U.S., while
Banco Santander will own directly the remaining 33.3% stake. The closing of the
Transaction is expected to happen in 2016, subject to certain regulatory and
other approvals.
Under the Investment Company Act of 1940, completion of the Transaction will
cause the Trust's investment advisory agreement with the Adviser to terminate.
In connection with the Transaction, the Trust's Board of Trustees will be asked
to approve a new investment advisory agreement for the Trust. If approved by
the Board, the Trust's new investment advisory agreement will be submitted to
the shareholders of the Trust for their approval.
Pioneer Investment Management, Inc.'s main office is at 60 State Street,
Boston, Massachusetts 02109.
The firm's U.S. mutual fund investment history includes creating one of the
first mutual funds in 1928.
The Adviser has received an order from the Securities and Exchange Commission
that permits Pioneer, subject to the approval of each Pioneer Fund's Board of
Trustees, to hire and terminate a subadviser that is not affiliated with
Pioneer (an "unaffiliated subadviser") or to materially modify an existing
subadvisory contract with an unaffiliated subadviser for the Pioneer Fund
without shareholder approval. Pioneer retains the ultimate responsibility to
oversee and recommend the hiring, termination and replacement of any
unaffiliated subadviser.
Portfolio managers
Day-to-day management of the Acquiring Fund's portfolio is the responsibility
of Kenneth J. Taubes. Mr. Taubes is supported by Charles Melchreit. Mr. Taubes
and Mr. Melchreit are supported by the fixed income team. Members of this team
manage other Pioneer funds investing primarily in fixed income securities. The
portfolio managers and the team also may draw upon the research and investment
management expertise of the global research teams, which provide fundamental
and quantitative research on companies and include members from one or more of
Pioneer's affiliates.
Mr. Taubes, Executive Vice President and Chief Investment Officer, U.S. of
Pioneer, is responsible for overseeing the U.S. and global fixed income teams.
He joined Pioneer as a senior vice president in September 1998 and has been an
investment professional since 1982. Mr. Taubes has served as portfolio manager
of the Acquiring Fund since 2004.
Mr. Melchreit, Senior Vice President, joined Pioneer in 2006, and has served as
portfolio manager of the Acquiring Fund since 2012.
Distributor
Pioneer Funds Distributor, Inc. is each Pioneer Fund's distributor. Each
Pioneer Fund compensates the distributor for its services. The distributor is
an affiliate of Pioneer.
Disclosure of portfolio holdings
Each Pioneer Fund's policies and procedures with respect to the disclosure of
its portfolio securities are described in the fund's statement of additional
information.
37
Distribution and service arrangements
Distribution Plan
Each Pioneer Fund has adopted a distribution plan for its Class A and Class C
shares in accordance with Rule 12b-1 under the 1940 Act. Under each plan, a
Pioneer Fund pays distribution and service fees to the distributor. Because
these fees are an ongoing expense of a Pioneer Fund, over time they increase
the cost of your investment and your shares may cost more than shares that are
subject to other types of sales charges.
Additional Payments to Financial Intermediaries
Your financial intermediary may receive compensation from a Pioneer Fund,
Pioneer and its affiliates for the sale of a Pioneer Fund's shares and related
services. Compensation may include sales commissions and distribution and
service (Rule 12b-1) fees, as well as compensation for administrative services
and transaction processing.
Pioneer and its affiliates may make additional payments to your financial
intermediary. These payments may provide your financial intermediary with an
incentive to favor the Pioneer funds over other mutual funds or assist the
distributor in its efforts to promote the sale of a Pioneer Fund's shares.
Financial intermediaries include broker-dealers, banks (including bank trust
departments), registered investment advisers, financial planners, retirement
plan administrators and other types of intermediaries.
Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to a Pioneer Fund, or from the retention
of a portion of sales charges or distribution and service fees. Pioneer may
base these payments on a variety of criteria, including the amount of sales or
assets of the Pioneer funds attributable to the financial intermediary or as a
per transaction fee.
Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts.
Pioneer also may compensate financial intermediaries (in addition to amounts
that may be paid by the fund) for providing certain administrative services and
transaction processing services.
Pioneer may benefit from revenue sharing if the intermediary features the
Pioneer funds in its sales system (such as by placing certain Pioneer funds on
its preferred fund list or giving access on a preferential basis to members of
the financial intermediary's sales force or management). In addition, the
financial intermediary may agree to participate in the distributor's marketing
efforts (such as by helping to facilitate or provide financial assistance for
conferences, seminars or other programs at which Pioneer personnel may make
presentations on the Pioneer funds to the intermediary's sales force). To the
extent intermediaries sell more shares of the Pioneer funds or retain shares of
the Pioneer funds in their clients' accounts, Pioneer receives greater
management and other fees due to the increase in the Pioneer funds' assets. The
intermediary may earn a profit on these payments if the amount of the payment
to the intermediary exceeds the intermediary's costs.
The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the fund's statement of additional information. Your
intermediary may charge you additional fees or commissions other than those
disclosed in this prospectus. Intermediaries may categorize and disclose these
arrangements differently than in the discussion above and in the statement of
additional information. You can ask your financial intermediary about any
payments it receives from Pioneer or the Pioneer funds, as well as about fees
and/or commissions it charges.
Pioneer and its affiliates may have other relationships with your financial
intermediary relating to the provision of services to the Pioneer funds, such
as providing omnibus account services or effecting portfolio transactions for
the Pioneer funds. If your intermediary provides these services, Pioneer or the
Pioneer funds may compensate the intermediary for these services. In addition,
your intermediary may have other relationships with Pioneer or its affiliates
that are not related to the Pioneer funds.
Initial Sales Charge (Class A Shares Only)
You pay the offering price (the net asset value per share plus any initial
sales charge) when you buy Class A shares unless you qualify to purchase shares
at net asset value. You pay a lower sales charge as the size of your investment
increases. You do not pay a sales charge when you reinvest dividends or capital
gain distributions paid by a Pioneer Fund.
38
Sales Charges for Class A Shares
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Sales charge as % of
-------------------------------------------------------------------------------------------------
Amount of Purchase Offering price Net amount invested
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Less than $100,000 4.50 4.71
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$100,000 but less than $250,000 3.50 3.63
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$250,000 but less than $500,000 2.50 2.56
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$500,000 or more -0- -0-
The dollar amount of the sales charge is the difference between the offering
price of the shares purchased (based on the applicable sales charge in the
table) and the net asset value of those shares. Since the offering price is
calculated to two decimal places using standard rounding methodology, the
dollar amount of the sales charge as a percentage of the offering price and of
the net amount invested for any particular purchase of Pioneer Fund shares may
be higher or lower due to rounding.
Reduced sales charges
You may qualify for a reduced Class A sales charge if you own or are purchasing
shares of Pioneer mutual funds. The investment levels required to obtain a
reduced sales charge are commonly referred to as "breakpoints." Pioneer offers
two principal means of taking advantage of breakpoints in sales charges for
aggregate purchases of Class A shares of the Pioneer funds over time if:
o The amount of shares you own of the Pioneer funds plus the amount
you are investing now is at least $100,000 (Rights of accumulation)
o You plan to invest at least $100,000 over the next 13 months (Letter
of intent)
Rights of accumulation
If you qualify for rights of accumulation, your sales charge will be based on
the combined value (at the current offering price) of all your Pioneer mutual
fund shares, the shares of your spouse and the shares of any children under the
age of 21.
Letter of intent
You can use a letter of intent to qualify for reduced sales charges in two
situations:
o If you plan to invest at least $100,000 (excluding any reinvestment
of dividends and capital gain distributions) in a Pioneer Fund's
Class A shares during the next 13 months
o If you include in your letter of intent the value (at the current
offering price) of all of your Class A shares of a Pioneer Fund and
Class A or Class C shares of all other Pioneer mutual fund shares
held of record in the amount used to determine the applicable sales
charge for Pioneer Fund shares you plan to buy
Completing a letter of intent does not obligate you to purchase additional
shares, but if you do not buy enough shares to qualify for the projected level
of sales charges by the end of the 13-month period (or when you sell your
shares, if earlier), the distributor will recalculate your sales charge. You
must pay the additional sales charge within 20 days after you are notified of
the recalculation or it will be deducted from your account (or your sale
proceeds). Any share class for which no sales charge is paid cannot be included
under the letter of intent. For more information regarding letters of intent,
please contact your investment professional or obtain and read the statement of
additional information.
Qualifying for a reduced Class A sales charge
In calculating your total account value in order to determine whether you have
met sales charge breakpoints, you can include your Pioneer mutual fund shares,
those of your spouse and the shares of any children under the age of 21.
Pioneer will use each fund's current offering price to calculate your total
account value. Certain trustees and fiduciaries may also qualify for a reduced
sales charge.
To receive a reduced sales charge, you or your investment professional must, at
the time of purchase, notify the distributor of your eligibility. In order to
verify your eligibility for a discount, you may need to provide your investment
professional or the fund with information or records, such as account numbers
or statements, regarding shares of the fund or other Pioneer mutual funds held
in all accounts by you, your spouse or children under the age of 21 with that
investment professional or with any other financial intermediary. Eligible
accounts may include joint accounts, retirement plan accounts, such as IRA and
401k accounts, and custodial accounts, such as ESA, UGMA and UTMA accounts.
39
It is your responsibility to confirm that your investment professional has
notified the distributor of your eligibility for a reduced sales charge at the
time of sale. If you or your investment professional do not notify the
distributor of your eligibility, you will risk losing the benefits of a reduced
sales charge.
For this purpose, Pioneer mutual funds include any fund for which the
distributor is principal underwriter and, at the distributor's discretion, may
include funds organized outside the U.S. and managed by Pioneer or an
affiliate.
You can locate information regarding the reduction or waiver of sales charges,
in a clear and prominent format and free of charge, on Pioneer's website at
www.pioneerinvestments.com. The website includes hyperlinks that facilitate
access to this information.
Class A purchases at net asset value
You may purchase Class A shares at net asset value (without a sales charge) as
follows. If you believe you qualify for any of the Class A sales charge waivers
discussed below, contact your investment professional or the distributor. You
are required to provide written confirmation of your eligibility. You may not
resell these shares except to or on behalf of the fund.
Class A purchases at net asset value are available to:
o Current or former trustees and officers of the fund;
o Partners and employees of legal counsel to the fund (at the time of
initial share purchase);
o Directors, officers, employees or sales representatives of Pioneer
and its affiliates (at the time of initial share purchase);
o Directors, officers, employees or sales representatives of any
subadviser or a predecessor adviser (or their affiliates) to any
investment company for which Pioneer serves as investment adviser
(at the time of initial share purchase);
o Officers, partners, employees or registered representatives of
broker-dealers (at the time of initial share purchase) which have
entered into sales agreements with the distributor;
o Employees of Regions Financial Corporation and its affiliates (at
the time of initial share purchase);
o Members of the immediate families of any of the persons above;
o Any trust, custodian, pension, profit sharing or other benefit plan
of the foregoing persons;
o Insurance company separate accounts;
o Certain wrap accounts for the benefit of clients of investment
professionals or other financial intermediaries adhering to
standards established by the distributor;
o Other funds and accounts for which Pioneer or any of its affiliates
serves as investment adviser or manager;
o Investors in connection with certain reorganization, liquidation or
acquisition transactions involving other investment companies or
personal holding companies;
o Certain unit investment trusts;
o Group employer-sponsored retirement plans with at least $500,000 in
total plan assets. Waivers for group employer-sponsored retirement
plans do not apply to traditional IRAs, Roth IRAs, SEPs, SARSEPs,
SIMPLE IRAs, KEOGHs, individual 401(k) or individual 403(b) plans,
or to brokerage relationships in which sales charges are customarily
imposed;
o Group employer-sponsored retirement plans with accounts established
with Pioneer on or before March 31, 2004 with 100 or more eligible
employees or at least $500,000 in total plan assets;
o Participants in an employer-sponsored 403(b) plan or
employer-sponsored 457 plan if (i) your employer has made special
arrangements for your plan to operate as a group through a single
broker, dealer or financial intermediary and (ii) all participants
in the plan who purchase shares of a Pioneer mutual fund do so
through a single broker, dealer or other financial intermediary
designated by your employer;
o Investors purchasing shares pursuant to the reinstatement privilege
applicable to Class A shares; and
o Shareholders of record (i.e., shareholders whose shares are not held
in the name of a broker or an omnibus account) on the date of the
reorganization of a predecessor Safeco fund into a corresponding
Pioneer fund, shareholders who owned shares in the name of an
omnibus account provider on that date that agrees with the fund to
distinguish beneficial holders in the same manner, and retirement
plans with assets invested in the predecessor Safeco fund on that
date.
40
In addition, Class A shares may be purchased at net asset value through certain
mutual fund programs sponsored by qualified intermediaries, such as
broker-dealers and investment advisers. In each case, the intermediary has
entered into an agreement with Pioneer to include the Pioneer funds in their
program without the imposition of a sales charge. The intermediary provides
investors participating in the program with additional services, including
advisory, asset allocation, recordkeeping or other services. You should ask
your investment firm if it offers and you are eligible to participate in such a
mutual fund program and whether participation in the program is consistent with
your investment goals. The intermediaries sponsoring or participating in these
mutual fund programs also may offer their clients other classes of shares of
the funds and investors may receive different levels of services or pay
different fees depending upon the class of shares included in the program.
Investors should consider carefully any separate transaction and other fees
charged by these programs in connection with investing in each available share
class before selecting a share class. Such mutual fund programs include certain
self-directed brokerage services accounts held through qualified intermediaries
that may or may not charge participating investors transaction fees.
Contingent deferred sales charges (CDSCs)
Class A shares
Purchases of Class A shares of $500,000 or more, or by participants in a group
plan which were not subject to an initial sales charge, may be subject to a
contingent deferred sales charge upon redemption. A contingent deferred sales
charge is payable to the distributor 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. However, the contingent
deferred sales charge is waived for redemptions of Class A shares purchased by
an employer-sponsored retirement plan that has at least $500,000 in total plan
assets (or that has 1,000 or more eligible employees for plans with accounts
established with Pioneer on or before March 31, 2004).
Class C shares
You buy Class C shares at net asset value per share without paying an initial
sales charge. However, if you sell your Class C shares within one year of
purchase, upon redemption you will pay the distributor a contingent deferred
sales charge of 1% of the current market value or the original cost of the
shares you are selling, whichever is less.
Paying the contingent deferred sales charge (CDSC)
Several rules apply for calculating CDSCs so that you pay the lowest possible
CDSC.
o The CDSC is calculated on the current market value or the original
cost of the shares you are selling, whichever is less
o You do not pay a CDSC on reinvested dividends or distributions
o If you sell only some of your shares, the transfer agent will first
sell your shares that are not subject to any CDSC and then the
shares that you have owned the longest
o You may qualify for a waiver of the CDSC normally charged. See
"Waiver or reduction of contingent deferred sales charges"
Waiver or reduction of contingent deferred sales charges
It is your responsibility to confirm that your investment professional has
notified the distributor of your eligibility for a reduced sales charge at the
time of sale. If you or your investment professional do not notify the
distributor of your eligibility, you will risk losing the benefits of a reduced
sales charge.
The distributor may waive or reduce the CDSC for Class A shares that are
subject to a CDSC or for Class C shares if:
o The distribution results from the death of all registered account
owners or a participant in an employer-sponsored plan. For UGMAs,
UTMAs and trust accounts, the waiver applies only upon the death of
all beneficial owners;
o You become disabled (within the meaning of Section 72 of the
Internal Revenue Code) after the purchase of the shares being sold.
For UGMAs, UTMAs and trust accounts, the waiver only applies upon
the disability of all beneficial owners;
o The distribution is made in connection with limited automatic
redemptions as described 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);
o The distribution is from any type of IRA, 403(b) or
employer-sponsored plan described under Section 401(a) or 457 of the
Internal Revenue Code and, in connection with the distribution, one
of the following applies:
41
--It is part of a series of substantially equal periodic payments made
over the life expectancy of the participant or the joint life
expectancy of the participant and his or her beneficiary (limited in
any year to 10% of the value of the participant's account at the
time the distribution amount is established);
--It is a required minimum distribution due to the attainment of age
70 1/2, in which case the distribution amount may exceed 10% (based
solely on total plan assets held in Pioneer mutual funds);
--It is rolled over to or reinvested in another Pioneer mutual fund in
the same class of shares, which will be subject to the CDSC of the
shares originally held; or
--It is in the form of a loan to a participant in a plan that permits
loans (each repayment applied to the purchase of shares will be
subject to a CDSC as though a new purchase);
o The distribution is to a participant in an employer-sponsored
retirement plan described under Section 401(a) of the Internal
Revenue Code or to a participant in an employer-sponsored 403(b)
plan or employer-sponsored 457 plan if (i) your employer has made
special arrangements for your plan to operate as a group through a
single broker, dealer or financial intermediary and (ii) all
participants in the plan who purchase shares of a Pioneer mutual
fund do so through a single broker, dealer or other financial
intermediary designated by your employer and is or is in connection
with:
--A return of excess employee deferrals or contributions;
--A qualifying hardship distribution as described in the Internal
Revenue Code;
--Due to retirement or termination of employment;
--From a qualified defined contribution plan and represents a
participant's directed transfer, provided that this privilege has
been preauthorized through a prior agreement with the distributor
regarding participant directed transfers;
o The distribution is made pursuant to the fund's right to liquidate
or involuntarily redeem shares in a shareholder's account;
o The distribution is made to pay an account's advisory or custodial
fees; or
o The distributor does not pay the selling broker a commission
normally paid at the time of the sale.
Buying, exchanging and selling shares
Opening your account
You may open an account by completing an account application and sending it to
the transfer agent by mail or by fax. Please call the transfer agent to obtain
an account application. Certain types of accounts, such as retirement accounts,
have separate applications.
Use your account application to select options and privileges for your account.
You can change your selections at any time by sending a completed account
options form to the transfer agent. You may be required to obtain a signature
guarantee to make certain changes to an existing account.
Call or write to the transfer agent for account applications, account options
forms and other account information:
Pioneer Funds
P.O. Box 55014
Boston, Massachusetts 02205-5014
Telephone 1-800-225-6292
Please note that there may be a delay in receipt by the transfer agent of
applications submitted by regular mail to a post office address.
Each Pioneer Fund is generally available for purchase in the United States,
Puerto Rico, Guam, American Samoa and the U.S. Virgin Islands. Except to the
extent otherwise permitted by the Pioneer Funds' distributor, the Pioneer Funds
will only accept accounts from U.S. citizens with a U.S. address (including an
APO or FPO address) or resident aliens with a U.S. address (including an APO or
FPO address) and a U.S. tax payer identification number.
Identity verification
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. When
you open an account, you will need to supply your name, address, date of birth,
and other information that will allow the fund to identify you.
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A Pioneer Fund may close your account if we cannot adequately verify your
identity. The redemption price will be the net asset value on the date of
redemption.
Investing through financial intermediaries and retirement plans
If you invest in a Pioneer Fund through your financial intermediary or through
a retirement plan, the options and services available to you may be different
from those discussed in this Information Statement / Prospectus. Shareholders
investing through financial intermediaries, programs sponsored by financial
intermediaries and retirement plans may only purchase funds and classes of
shares that are available. When you invest through an account that is not in
your name, you generally may buy and sell shares and complete other
transactions only through the account. Ask your investment professional or
financial intermediary for more information.
Additional conditions may apply to your investment in a Pioneer Fund, and the
investment professional or intermediary may charge you a transaction-based,
administrative or other fee for its services. These conditions and fees are in
addition to those imposed by the Pioneer Fund and its affiliates. You should
ask your investment professional or financial intermediary about its services
and any applicable fees.
Share prices for transactions
If you place an order to purchase, exchange or sell shares with the transfer
agent or an authorized agent by the close of regular trading on the New York
Stock Exchange (usually 4:00 p.m. Eastern time), the share price for your
transaction will be based on the net asset value determined as of the close of
regular trading on the New York Stock Exchange on that day (plus or minus any
applicable sales charges). If your order is placed with the transfer agent or
an authorized agent after the close of regular trading on the New York Stock
Exchange, or your order is not in good order, the share price will be based on
the net asset value next determined after your order is received in good order
by the fund or authorized agent. The authorized agent is responsible for
transmitting your order to the fund in a timely manner.
Good order means that:
o You have provided adequate instructions
o There are no outstanding claims against your account
o There are no transaction limitations on your account
o If you have any fund share certificates, you submit them and they
are signed by each record owner exactly as the shares are registered
o Your request includes a signature guarantee if you:
--Are selling over $100,000 or exchanging over $500,000 worth of
shares
--Changed your account registration or address within the last 30
days
--Instruct the transfer agent to mail the check to an address
different from the one on your account
--Want the check paid to someone other than the account's record
owner(s)
--Are transferring the sale proceeds to a Pioneer mutual fund
account with a different registration
Transaction limitations
Your transactions are subject to certain limitations, including the limitation
on the purchase of a Pioneer Fund's shares within 30 calendar days of a
redemption. See "Excessive trading."
Buying, exchanging and selling shares
Buying
You may buy a Pioneer Fund's shares from any financial intermediary that has a
sales agreement or other arrangement with the distributor.
You can buy shares at net asset value per share plus any applicable sales
charge. The distributor may reject any order until it has confirmed the order
in writing and received payment. Normally, your financial intermediary will
send your purchase request to the Pioneer Fund's transfer agent. Consult your
investment professional for more information. Your investment firm receives a
commission from the distributor, and may receive additional compensation from
Pioneer, for your purchase of shares of a Pioneer Fund.
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Minimum investment amounts
Class A and Class C shares
Your initial investment must be at least $1,000. Additional investments must be
at least $100 for Class A shares and $500 for Class C shares.
You may qualify for lower initial or subsequent investment minimums if you are
opening a retirement plan account, establishing an automatic investment plan or
placing your trade through your investment firm. A Pioneer Fund may waive the
initial or subsequent investment minimums. Minimum investment amounts may be
waived for, among other things, share purchases made through certain mutual
fund programs (e.g., asset based fee program accounts) sponsored by qualified
intermediaries, such as broker-dealers and investment advisers, that have
entered into an agreement with Pioneer.
Class Y shares
Your initial investment in Class Y shares must be at least $5 million. This
amount may be invested in one or more of the Pioneer mutual funds that
currently offer Class Y shares. There is no minimum additional investment
amount. A Pioneer Fund may waive the initial investment amount.
Waiver of the minimum investment amount for Class Y
The fund will accept an initial investment of less than $5 million if:
(a) The investment is made by a trust company or bank trust department
which is initially investing at least $1 million in any of the
Pioneer mutual funds and, at the time of the purchase, such assets
are held in a fiduciary, advisory, custodial or similar capacity
over which the trust company or bank trust department has full or
shared investment discretion; or
(b) The investment is at least $1 million in any of the Pioneer mutual
funds and the purchaser is an insurance company separate account; or
(c) The account is not represented by a broker-dealer and the investment
is made by (1) an ERISA-qualified retirement plan that meets the
requirements of Section 401 of the Internal Revenue Code, (2) an
employer-sponsored retirement plan that meets the requirements of
Sections 403 or 457 of the Internal Revenue Code, (3) a private
foundation that meets the requirements of Section 501(c)(3) of the
Internal Revenue Code or (4) an endowment or other organization that
meets the requirements of Section 509(a)(1) of the Internal Revenue
Code; or
(d) The investment is made by an employer-sponsored retirement plan
established for the benefit of (1) employees of Pioneer or its
affiliates, or (2) employees or the affiliates of broker-dealers who
have a Class Y shares sales agreement with the distributor; or
(e) The investment is made through certain mutual fund programs
sponsored by qualified intermediaries, such as broker-dealers and
investment advisers. In each case, the intermediary has entered into
an agreement with Pioneer to include Class Y shares of the Pioneer
mutual funds in their program. The intermediary provides investors
participating in the program with additional services, including
advisory, asset allocation, recordkeeping or other services. You
should ask your investment firm if it offers and you are eligible to
participate in such a mutual fund program and whether participation
in the program is consistent with your investment goals. The
intermediaries sponsoring or participating in these mutual fund
programs may also offer their clients other classes of shares of the
funds and investors may receive different levels of services or pay
different fees depending upon the class of shares included in the
program. Investors should consider carefully any separate
transaction and other fees charged by these programs in connection
with investing in each available share class before selecting a
share class; or
(f) The investment is made by another Pioneer fund.
The fund reserves the right to waive the initial investment minimum in other
circumstances.
Maximum purchase amounts
Purchases of shares of a Pioneer Fund are limited to $499,999 for Class C
shares. This limit is applied on a per transaction basis. Class A and Class Y
shares are not subject to a maximum purchase amount.
Retirement plan accounts
You can purchase shares of a Pioneer Fund through tax-deferred retirement plans
for individuals, businesses and tax-exempt organizations.
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Your initial investment for most types of retirement plan accounts must be at
least $250. Additional investments for most types of retirement plans must be
at least $100.
You may not use the account application accompanying this prospectus to
establish a Pioneer retirement plan. You can obtain retirement plan
applications from your investment firm or by calling the Retirement Plans
Department at 1-800-622-0176.
How to buy shares
Through your investment firm
Normally, your investment firm will send your purchase request to the Pioneer
Funds' distributor and/or transfer agent. Consult your investment professional
for more information. Your investment firm receives a commission from the
distributor, and may receive additional compensation from Pioneer, for your
purchase of shares of a Pioneer Fund.
By phone or online
You can use the telephone or online purchase privilege if you have an existing
non-retirement account. Certain IRAs can use the telephone purchase privilege.
If your account is eligible, you can purchase additional fund shares by phone
or online if:
o You established your bank account of record at least 30 days ago
o Your bank information has not changed for at least 30 days
o You are not purchasing more than $100,000 worth of shares per
account per day
o You can provide the proper account identification information
When you request a telephone or online purchase, the transfer agent will
electronically debit the amount of the purchase from your bank account of
record. The transfer agent will purchase shares of the Pioneer Fund for the
amount of the debit at the offering price determined after the transfer agent
receives your telephone or online purchase instruction and good funds. It
usually takes three business days for the transfer agent to receive
notification from your bank that good funds are available in the amount of your
investment.
In writing, by mail
You can purchase shares of a Pioneer Fund for an existing fund account by
mailing a check to the fund. Make your check payable to the Pioneer Fund.
Neither initial nor subsequent investments should be made by third party check,
travelers check, or credit card check. Your check must be in U.S. dollars and
drawn on a U.S. bank. Include in your purchase request the Pioneer Fund's name,
the account number and the name or names in the account registration. Please
note that there may be a delay in receipt by the fund's transfer agent of
purchase orders submitted by regular mail to a post office address.
By wire (Class Y shares only)
If you have an existing (Class Y shares only) account, you may wire funds to
purchase shares. Note, however, that:
o State Street Bank must receive your wire no later than 11:00 a.m.
Eastern time on the business day after the Pioneer Fund receives
your request to purchase shares
o If State Street Bank does not receive your wire by 11:00 a.m.
Eastern time on the next business day, your transaction will be
canceled at your expense and risk
o Wire transfers normally take two or more hours to complete and a fee
may be charged by the sending bank
o Wire transfers may be restricted on holidays and at certain other
times
Instruct your bank to wire funds to:
Receiving Bank: State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02101
ABA Routing No. 011000028
For further credit to: Shareholder Name
Existing Pioneer Account No.
[Name of Pioneer Fund]
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The transfer agent must receive your account application before you send your
initial check or federal funds wire. In addition, you must provide a bank wire
address of record when you establish your account.
Exchanging
You may, under certain circumstances, exchange your shares for shares of the
same class of another Pioneer mutual fund.
Your exchange request must be for at least $1,000. Each Pioneer Fund allows you
to exchange your shares at net asset value without charging you either an
initial or contingent deferred sales charge at the time of the exchange. Shares
you acquire as part of an exchange will continue to be subject to any
contingent deferred sales charge that applies to the shares you originally
purchased. When you ultimately sell your shares, the date of your original
purchase will determine your contingent deferred sales charge.
Before you request an exchange, consider each fund's investment objective and
policies as described in the fund's prospectus. You generally will have to pay
income taxes on an exchange.
Same-fund exchange privilege
Certain shareholders may be eligible to exchange their shares for the Pioneer
Fund's Class Y shares. If eligible, no sales charges or other charges will
apply to any such exchange. Generally, shareholders will not recognize a gain
or loss for federal income tax purposes upon such an exchange. Investors should
contact their financial intermediary to learn more about the details of this
privilege.
How to exchange shares
Through your investment firm
Normally, your investment firm will send your exchange request to the Pioneer
Fund's transfer agent. Consult your investment professional for more
information about exchanging your shares.
By phone or online
After you establish an eligible fund account, you can exchange shares of a
Pioneer Fund by phone or online if:
o You are exchanging into an existing account or using the exchange to
establish a new account, provided the new account has a registration
identical to the original account
o The fund into which you are exchanging offers the same class of
shares
o You are not exchanging more than $500,000 worth of shares per
account per day
o You can provide the proper account identification information
In writing, by mail or by fax
You can exchange shares of a Pioneer Fund by mailing or faxing a letter of
instruction to the fund. You can exchange shares of a Pioneer Fund directly
through the Pioneer Fund only if your account is registered in your name.
However, you may not fax an exchange request for more than $500,000. Include in
your letter:
o The name and signature of all registered owners
o A signature guarantee for each registered owner if the amount of the
exchange is more than $500,000
o The name of the Pioneer Fund out of which you are exchanging and the
name of the fund into which you are exchanging
o The class of shares you are exchanging
o The dollar amount or number of shares you are exchanging
Please note that there may be a delay in receipt by the fund's transfer agent
of exchange requests submitted by regular mail to a post office address.
Selling
Your shares will be sold at the share price (net asset value less any
applicable sales charge) next calculated after the Pioneer Fund or its
authorized agent, such as a broker-dealer, receives your request in good order.
If a signature guarantee is required, you must submit your request in writing.
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If the shares you are selling are subject to a deferred sales charge, it will
be deducted from the sale proceeds. Each Pioneer Fund generally will send your
sale proceeds by check, bank wire or electronic funds transfer. Normally you
will be paid within seven days. If you recently sent a check to purchase the
shares being sold, the Pioneer Fund may delay payment of the sale proceeds
until your check has cleared. This may take up to 10 calendar days from the
purchase date.
If you are selling shares from a non-retirement account or certain IRAs, you
may use any of the methods described below. If you are selling shares from a
retirement account other than an IRA, you must make your request in writing.
You generally will have to pay income taxes on a sale.
If you must use a written request to exchange or sell your shares and your
account is registered in the name of a corporation or other fiduciary you must
include the name of an authorized person and a certified copy of a current
corporate resolution, certificate of incumbency or similar legal document
showing that the named individual is authorized to act on behalf of the record
owner.
How to sell shares
Through your investment firm
Normally, your investment firm will send your request to sell shares to the
Pioneer Funds' transfer agent. Consult your investment professional for more
information. Each Pioneer Fund has authorized the distributor to act as its
agent in the repurchase of fund shares from qualified investment firms. Each
Pioneer Fund reserves the right to terminate this procedure at any time.
By phone or online
If you have an eligible non-retirement account, you may sell up to $100,000 per
account per day by phone or online. You may sell shares of a Pioneer Fund held
in a retirement plan account by phone only if your account is an eligible IRA
(tax penalties may apply). You may not sell your shares by phone or online if
you have changed your address (for checks) or your bank information (for wires
and transfers) in the last 30 days.
You may receive your sale proceeds:
o By check, provided the check is made payable exactly as your account
is registered
o By bank wire or by electronic funds transfer, provided the sale
proceeds are being sent to your bank address of record
For Class Y shares, shareholders may sell up to $5 million per account per day
if the proceeds are directed to your bank account of record ($100,000 per
account per day if the proceeds are not directed to your bank account of
record).
In writing, by mail or by fax
You can sell some or all of your shares of a Pioneer Fund by writing directly
to the Pioneer Fund only if your account is registered in your name. Include in
your request your name, the name of the Pioneer Fund, your fund account number,
the class of shares to be sold, the dollar amount or number of shares to be
sold and any other applicable requirements as described below. The transfer
agent will send the sale proceeds to your address of record unless you provide
other instructions. Your request must be signed by all registered owners and be
in good order.
The transfer agent will not process your request until it is received in good
order.
You may sell up to $100,000 per account per day by fax.
How to contact Pioneer
By phone
For information or to request a telephone transaction between 8:00 a.m. and
7:00 p.m. (Eastern time) by speaking with a shareholder services representative
call
1-800-225-6292
To request a transaction using FactFone[SM] call
1-800-225-4321
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By mail
Send your written instructions to:
Pioneer Funds
P.O. Box 55014
Boston, Massachusetts 02205-5014
Pioneer website
www.pioneerinvestments.com
By fax
Fax your exchange and sale requests to:
1-800-225-4240
Account options
See the account application form for more details on each of the following
services or call the transfer agent for details and availability.
Telephone transaction privileges
If your account is registered in your name, you can buy, exchange or sell
shares of the Pioneer Funds by telephone. If you do not want your account to
have telephone transaction privileges, you must indicate that choice on your
account application or by writing to the fund.
When you request a telephone transaction the fund's transfer agent will try to
confirm that the request is genuine. The transfer agent records the call,
requires the caller to provide validating information for the account and sends
you a written confirmation. Each Pioneer Fund may implement other confirmation
procedures from time to time. Different procedures may apply if you have a
non-U.S. account or if your account is registered in the name of an
institution, broker-dealer or other third party. If a Pioneer Fund's
confirmation procedures are followed, neither the fund nor its agents will bear
any liability for these transactions.
Online transaction privileges
If your account is registered in your name, you may be able to buy, exchange or
sell fund shares online. Your investment firm may also be able to buy, exchange
or sell your fund shares online.
To establish online transaction privileges:
o For new accounts, complete the online section of the account
application
o For existing accounts, complete an account options form, write to
the transfer agent or complete the online authorization screen at
www.pioneerinvestments.com.
To use online transactions, you must read and agree to the terms of an online
transaction agreement available on the Pioneer website. When you or your
investment firm requests an online transaction the transfer agent
electronically records the transaction, requires an authorizing password and
sends a written confirmation. Each Pioneer Fund may implement other procedures
from time to time. Different procedures may apply if you have a non-U.S.
account or if your account is registered in the name of an institution,
broker-dealer or other third party. You may not be able to use the online
transaction privilege for certain types of accounts, including most retirement
accounts.
Automatic investment plans
You can make regular periodic investments in a Pioneer Fund by setting up
monthly bank drafts, government allotments, payroll deductions, a Pioneer
Investomatic Plan and other similar automatic investment plans. Automatic
investments may be made only through U.S. banks. You may use an automatic
investment plan to establish a Class A share account with a small initial
investment. If you have a Class C share account and your balance is at least
$1,000, you may establish an automatic investment plan.
Pioneer Investomatic Plan
If you establish a Pioneer Investomatic Plan, the transfer agent will make a
periodic investment in shares of a Pioneer Fund by means of a preauthorized
electronic funds transfer from your bank account. Your plan investments are
voluntary. You may discontinue your plan at any time or change the plan's
dollar amount, frequency or investment date by calling or writing to the
transfer agent. You should allow up to 30 days for the transfer agent to
establish your plan.
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Automatic exchanges
You can automatically exchange your shares of a Pioneer Fund for shares of the
same class of another Pioneer mutual fund. The automatic exchange will begin on
the day you select when you complete the appropriate section of your account
application or an account options form. In order to establish automatic
exchange:
o You must select exchanges on a monthly or quarterly basis
o Both the originating and receiving accounts must have identical
registrations
o The originating account must have a minimum balance of $5,000
You may have to pay income taxes on an exchange.
Distribution options
Each Pioneer Fund offers three distribution options. Any shares of a Pioneer
Fund you buy by reinvesting distributions will be priced at the applicable net
asset value per share.
(1) Unless you indicate another option on your account application, any
dividends and capital gain distributions paid to you by a Pioneer
Fund will automatically be invested in additional fund shares.
(2) You may elect to have the amount of any dividends paid to you in
cash and any capital gain distributions reinvested in additional
shares.
(3) You may elect to have the full amount of any dividends and/or
capital gain distributions paid to you in cash.
Options (2) and (3) are not available to retirement plan accounts or accounts
with a current value of less than $500.
If you are under 59 1/2, taxes and tax penalties may apply.
If your distribution check is returned to the transfer agent or you do not cash
the check for six months or more, the transfer agent may reinvest the amount of
the check in your account and automatically change the distribution option on
your account to option (1) until you request a different option in writing. If
the amount of a distribution check would be less than $25, the Pioneer Fund may
reinvest the amount in additional shares of the fund instead of sending a
check. Additional shares of the Pioneer Fund will be purchased at the
then-current net asset value.
Directed dividends
You can invest the dividends paid by one of your Pioneer mutual fund accounts
in a second Pioneer mutual fund account. The value of your second account must
be at least $1,000. You may direct the investment of any amount of dividends.
There are no fees or charges for directed dividends. If you have a retirement
plan account, you may only direct dividends to accounts with identical
registrations.
Systematic withdrawal plans
When you establish a systematic withdrawal plan for your account, the transfer
agent will sell the number of fund shares you specify on a periodic basis and
the proceeds will be paid to you or to any person you select. You must obtain a
signature guarantee to direct payments to another person after you have
established your systematic withdrawal plan. Payments can be made either by
check or by electronic transfer to a U.S. bank account you designate.
To establish a systematic withdrawal plan:
o Your account must have a total value of at least $10,000 when you
establish your plan
o You may not request a periodic withdrawal of more than 10% of the
value of any Class C share account (valued at the time the plan is
implemented)
These requirements do not apply to scheduled (Internal Revenue Code Section
72(t) election) or mandatory (required minimum distribution) withdrawals from
IRAs and certain retirement plans.
Systematic sales of fund shares may be taxable transactions for you. While you
are making systematic withdrawals from your account, you may pay unnecessary
initial sales charges on additional purchases of Class A shares or contingent
deferred sales charges.
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Direct deposit
If you elect to take dividends or dividends and capital gain distributions in
cash, or if you establish a systematic withdrawal plan, you may choose to have
those cash payments deposited directly into your savings, checking or NOW bank
account.
Voluntary tax withholding
You may have the transfer agent withhold 28% of the dividends and capital gain
distributions paid from your fund account (before any reinvestment) and forward
the amount withheld to the Internal Revenue Service as a credit against your
federal income taxes. Voluntary tax withholding is not available for retirement
plan accounts or for accounts subject to backup withholding.
Shareholder services and policies
Excessive trading
Frequent trading into and out of a Pioneer Fund can disrupt portfolio
management strategies, harm the Pioneer Fund's performance by forcing the
Pioneer Fund to hold excess cash or to liquidate certain portfolio securities
prematurely and increase expenses for all investors, including long-term
investors who do not generate these costs. An investor may use short-term
trading as a strategy, for example, if the investor believes that the valuation
of the Pioneer Fund's portfolio securities for purposes of calculating its net
asset value does not fully reflect the then-current fair market value of those
holdings. Each Pioneer Fund discourages, and does not take any intentional
action to accommodate, excessive and short-term trading practices, such as
market timing. Although there is no generally applied standard in the
marketplace as to what level of trading activity is excessive, we may consider
trading in a Pioneer Fund's shares to be excessive for a variety of reasons,
such as if:
o You sell shares within a short period of time after the shares were
purchased;
o You make two or more purchases and redemptions within a short period
of time;
o You enter into a series of transactions that indicate a timing
pattern or strategy; or
o We reasonably believe that you have engaged in such practices in
connection with other mutual funds.
Each Pioneer Fund's Board of Trustees has adopted policies and procedures with
respect to frequent purchases and redemptions of fund shares by investors in
the Pioneer Fund. Pursuant to these policies and procedures, we monitor
selected trades on a daily basis in an effort to detect excessive short-term
trading. If we determine that an investor or a client of a broker or other
intermediary has engaged in excessive short-term trading that we believe may be
harmful to a Pioneer Fund, we will ask the investor, broker or other
intermediary to cease such activity and we will refuse to process purchase
orders (including purchases by exchange) of such investor, broker, other
intermediary or accounts that we believe are under their control. In
determining whether to take such actions, we seek to act in a manner that is
consistent with the best interests of the shareholders of the Pioneer Fund.
While we use our reasonable efforts to detect excessive trading activity, there
can be no assurance that our efforts will be successful or that market timers
will not employ tactics designed to evade detection. If we are not successful,
your return from an investment in a Pioneer Fund may be adversely affected.
Frequently, shares of a Pioneer Fund are held through omnibus accounts
maintained by financial intermediaries such as brokers and retirement plan
administrators, where the holdings of multiple shareholders, such as all the
clients of a particular broker or other intermediary, are aggregated. Our
ability to monitor trading practices by investors purchasing shares through
omnibus accounts may be limited and dependent upon the cooperation of the
broker or other intermediary in taking steps to limit this type of activity.
Each Pioneer Fund may reject a purchase or exchange order before its acceptance
or the issuance of shares. Each Pioneer Fund may also restrict additional
purchases or exchanges in an account. Each of these steps may be taken for any
transaction, for any reason, without prior notice, including transactions that
the Pioneer Fund believes are requested on behalf of market timers. Each
Pioneer Fund reserves the right to reject any purchase or exchange request by
any investor or financial institution if the Pioneer Fund believes that any
combination of trading activity in the account or related accounts is
potentially disruptive to the fund. A prospective investor whose purchase or
exchange order is rejected will not achieve the investment results, whether
gain or loss, that would have been realized if the order had been accepted and
an investment made in the fund. A Pioneer Fund and its shareholders do not
incur any gain or loss as a result of a rejected order. Each Pioneer Fund may
impose further restrictions on trading activities by market timers in the
future.
To limit the negative effects of excessive trading, each Pioneer Fund has
adopted the following restriction on investor transactions. If an investor
redeems $5,000 or more (including redemptions that are a part of an exchange
transaction) from a Pioneer Fund, that investor shall be prevented (or
"blocked") from purchasing shares of the Pioneer Fund (including purchases that
are a part of an exchange transaction) for 30 calendar days after the
redemption. This policy does not apply to systematic purchase or withdrawal
plan transactions, transactions made through employer-sponsored retirement
plans described under Section 401(a), 403(b) or 457 of the Internal Revenue
Code or employee benefit plans, scheduled (Internal Revenue Code Section 72(t)
election) or mandatory (required minimum distribution) withdrawals
50
from IRAs, rebalancing transactions made through certain asset allocation or
"wrap" programs, transactions by insurance company separate accounts or
transactions by other funds that invest in the Pioneer Fund. This policy does
not apply to purchase or redemption transactions of less than $5,000 or to
Pioneer U.S. Government Money Market Fund or Pioneer Multi-Asset Ultrashort
Income Fund.
We rely on financial intermediaries that maintain omnibus accounts to apply to
their customers either the Pioneer Funds' policy described above or the
intermediaries' own policies or restrictions designed to limit excessive
trading of shares of a Pioneer Fund. However, we do not impose this policy at
the omnibus account level.
Purchases pursuant to the reinstatement privilege (for Class A shares) are
subject to this policy.
Purchases in kind
You may use securities you own to purchase shares of a Pioneer Fund provided
that Pioneer, in its sole discretion, determines that the securities are
consistent with the Pioneer Fund's objective and policies and their acquisition
is in the best interests of the Pioneer Fund. If the fund accepts your
securities, they will be valued for purposes of determining the number of
shares of the Pioneer Fund to be issued to you in the same way the fund will
value the securities for purposes of determining its net asset value. For
federal income tax purposes, you may be taxed in the same manner as if you sold
the securities that you use to purchase shares of the Pioneer Fund for cash in
an amount equal to the value of the shares of the Pioneer Fund that you
purchase. Your broker may also impose a fee in connection with processing your
purchase of shares of a Pioneer Fund with securities.
Reinstatement privilege (Class A shares)
If you recently sold all or part of your Class A shares, you may be able to
reinvest all or part of your sale proceeds without a sales charge in Class A
shares of any Pioneer mutual fund. To qualify for reinstatement:
o You must send a written request to the transfer agent no more than
90 days after selling your shares and
o The registration of the account in which you reinvest your sale
proceeds must be identical to the registration of the account from
which you sold your shares.
Purchases pursuant to the reinstatement privilege are subject to limitations on
investor transactions, including the limitation on the purchase of a Pioneer
Fund's shares within 30 calendar days of redemption. See "Excessive trading."
When you elect reinstatement, you are subject to the provisions outlined in the
selected the Pioneer Fund's prospectus, including the fund's minimum investment
requirement. Your sale proceeds will be reinvested in shares of the Pioneer
Fund at the Class A net asset value per share determined after the transfer
agent receives your written request for reinstatement. You may realize a gain
or loss for federal income tax purposes as a result of your sale of shares of a
Pioneer Fund, and special tax rules may apply if you elect reinstatement.
Consult your tax adviser for more information.
Pioneer website
www.pioneerinvestments.com
The website includes a full selection of information on mutual fund investing.
You can also use the website to get:
o Your current account information
o Prices, returns and yields of all publicly available Pioneer mutual
funds
o Prospectuses, statements of additional information and shareowner
reports for all the Pioneer mutual funds
o A copy of Pioneer's privacy notice
If you or your investment firm authorized your account for the online
transaction privilege, you may buy, exchange and sell shares online.
FactFone[SM] 1-800-225-4321
You can use FactFone[SM] to:
o Obtain current information on your Pioneer mutual fund accounts
o Inquire about the prices and yields of all publicly available
Pioneer mutual funds
o Make computer-assisted telephone purchases, exchanges and
redemptions for your fund accounts
51
o Request account statements
If you plan to use FactFone[SM] to make telephone purchases and redemptions,
first you must activate your personal identification number and establish your
bank account of record. If your account is registered in the name of a
broker-dealer or other third party, you may not be able to use FactFone[SM].
If your account is registered in the name of a broker-dealer or other third
party, you may not be able to use FactFone[SM] to obtain account information.
Household delivery of fund documents
With your consent, Pioneer may send a single proxy statement, prospectus and
shareowner report to your residence for you and any other member of your
household who has an account with a Pioneer Fund. If you wish to revoke your
consent to this practice, you may do so by notifying Pioneer, by phone or in
writing (see "How to contact us"). Pioneer will begin mailing separate proxy
statements, prospectuses and shareowner reports to you within 30 days after
receiving your notice.
Confirmation statements
The Pioneer Funds' transfer agent maintains an account for each investment firm
or individual shareowner and records all account transactions. You will be sent
confirmation statements showing the details of your transactions as they occur,
except automatic investment plan transactions, which are confirmed quarterly.
If you have more than one Pioneer mutual fund account registered in your name,
the Pioneer combined account statement will be mailed to you each quarter.
Tax information
Early each year, each Pioneer Fund will mail you information about the tax
status of the dividends and distributions paid to you by the Pioneer Fund.
Tax information for IRA rollovers
In January (or by the applicable Internal Revenue Service deadline) following
the year in which you take a reportable distribution, the Pioneer Funds'
transfer agent will mail you a tax form reflecting the total amount(s) of
distribution(s) received by the end of January.
Privacy
Each Pioneer Fund has a policy designed to protect the privacy of your personal
information. A copy of Pioneer's privacy notice was given to you at the time
you opened your account. Each Pioneer Fund will send you a copy of the privacy
notice each year. You may also obtain the privacy notice by calling the fund or
through Pioneer's website.
Signature guarantees and other requirements
You are required to obtain a signature guarantee when:
o Requesting certain types of exchanges or sales of shares of a
Pioneer Fund
o Redeeming shares for which you hold a share certificate
o Requesting certain types of changes for your existing account
You can obtain a signature guarantee from most broker-dealers, banks, credit
unions (if authorized under state law) and federal savings and loan
associations. You cannot obtain a signature guarantee from a notary public.
The Pioneer funds generally accept only medallion signature guarantees. A
medallion signature guarantee may be obtained from a domestic bank or trust
company, broker, dealer, clearing agency, savings association, or other
financial institution that is participating in a medallion program recognized
by the Securities Transfer Association. Signature guarantees from financial
institutions that are not participating in one of these programs are not
accepted as medallion signature guarantees. A Pioneer Fund may accept other
forms of guarantee from financial intermediaries in limited circumstances.
Fiduciaries and corporations are required to submit additional documents to
sell shares of a Pioneer Fund.
52
Minimum account size
The fund requires that you maintain a minimum account value of $500. If you
hold less than $500 in your account, each Pioneer Fund reserves the right to
notify you that it intends to sell your shares and close your account. You will
be given 60 days from the date of the notice to make additional investments to
avoid having your shares sold. This policy does not apply to certain qualified
retirement plan accounts.
Telephone and website access
You may have difficulty contacting a Pioneer Fund by telephone or accessing
www.pioneerinvestments.com during times of market volatility or disruption in
telephone or Internet service. On New York Stock Exchange holidays or on days
when the exchange closes early, Pioneer will adjust the hours for the telephone
center and for online transaction processing accordingly. If you are unable to
access www.pioneerinvestments.com or reach a Pioneer Fund by telephone, you
should communicate with the Pioneer Fund in writing.
Share certificates
The Pioneer Funds do not offer share certificates. Shares are electronically
recorded. Any existing certificated shares can only be sold by returning your
certificate to the transfer agent, along with a letter of instruction or a
stock power (a separate written authority transferring ownership) and a
signature guarantee.
Other policies
Each Pioneer Fund and the distributor reserve the right to:
o reject any purchase or exchange order for any reason, without prior
notice
o charge a fee for exchanges or to modify, limit or suspend the
exchange privilege at any time without notice. Each Pioneer Fund
will provide 60 days' notice of material amendments to or
termination of the exchange privilege
o revise, suspend, limit or terminate the account options or services
available to shareowners at any time, except as required by the
rules of the Securities and Exchange Commission
Each Pioneer Fund reserves the right to:
o suspend transactions in shares when trading on the New York Stock
Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances
exist that make it impracticable for the Pioneer Fund to sell or
value its portfolio securities, or otherwise as permitted by the
rules of or by the order of the Securities and Exchange Commission
o redeem in kind by delivering to you portfolio securities owned by
the Pioneer Fund rather than cash. Securities you receive this way
may increase or decrease in value while you hold them and you may
incur brokerage and transaction charges and tax liability when you
convert the securities to cash
o charge transfer, shareholder servicing or similar agent fees, such
as an account maintenance fee for small balance accounts, directly
to accounts upon at least 30 days' notice. A Pioneer Fund may do
this by deducting the fee from your distribution of dividends and/or
by redeeming fund shares to the extent necessary to cover the fee
o close your account after a period of inactivity, as determined by
state law, and transfer your shares to the appropriate state
Dividends, capital gains and taxes
Dividends and capital gains
Each Pioneer Fund declares dividends daily. The daily dividends consist of
substantially all of the Pioneer Fund's net income (excluding any net short-
and long-term capital gains). You begin to earn dividends on the first business
day following receipt of payment for shares. You continue to earn dividends up
to and including the date of sale. Dividends are normally paid on the last
business day of each month.
Each Pioneer Fund generally pays any distribution of net short- and long-term
capital gains in November. Each Pioneer Fund may also pay dividends and capital
gain distributions at other times if necessary for the fund to avoid U.S.
federal income or excise tax. If you invest in a Pioneer Fund shortly before a
distribution described in this paragraph, generally you will pay a higher price
per share and, unless you are exempt from tax, you will pay taxes on the amount
of the distribution whether you reinvest the distribution in additional shares
or receive it as cash.
53
Taxes
You will normally have to pay federal income taxes, and any state or local
taxes, on the dividends and other distributions you receive from a Pioneer
Fund, whether you take the distributions in cash or reinvest them in additional
shares. For U.S. federal income tax purposes, distributions from a Pioneer
Fund's net capital gains (if any) are considered long-term capital gains and
are generally taxable to noncorporate shareholders at rates of up to 20%.
Distributions from a Pioneer Fund's net short-term capital gains are generally
taxable as ordinary income. Other dividends are generally taxable as ordinary
income. Since the Pioneer Funds's income is derived primarily from sources that
do not pay dividends, it is not expected that a substantial portion of the
dividends paid by the Pioneer Funds will qualify either for the
dividends-received deduction for corporations or for any favorable U.S. federal
income tax rate available to noncorporate shareholders on "qualified dividend
income."
Each Pioneer Fund will report to shareholders annually the U.S. federal income
tax status of all fund distributions.
If a Pioneer Fund declares a dividend in October, November or December, payable
to shareholders of record in such a month, and pays it in January of the
following year, you will be taxed on the dividend as if you received it in the
year in which it was declared.
Sales and exchanges generally will be taxable transactions to shareowners. When
you sell or exchange Pioneer Fund shares you will generally recognize a capital
gain or capital loss in an amount equal to the difference between the net
amount of sale proceeds (or, in the case of an exchange, the fair market value
of the shares) that you receive and your tax basis for the shares that you sell
or exchange.
A 3.8% Medicare contribution tax generally applies to all or a portion of the
net investment income of a shareholder who is an individual and not a
nonresident alien for federal income tax purposes and who has adjusted gross
income (subject to certain adjustments) that exceeds a threshold amount. This
3.8% tax also applies to all or a portion of the undistributed net investment
income of certain shareholders that are estates and trusts. For these purposes,
dividends, interest and certain capital gains are generally taken into account
in computing a shareholder's net investment income.
You must provide your social security number or other taxpayer identification
number to the applicable Pioneer Fund along with the certifications required by
the Internal Revenue Service when you open an account. If you do not or if it
is otherwise legally required to do so, the Pioneer Fund will apply "backup
withholding" tax on your dividends and other distributions, sale proceeds and
any other payments to you that are subject to backup withholding. The backup
withholding rate is 28%.
Shareholders that are exempt from U.S. federal income tax, such as retirement
plans that are qualified under Section 401 of the Internal Revenue Code,
generally are not subject to U.S. federal income tax on Pioneer Fund dividends
or other distributions or on sales or exchanges of Pioneer Fund shares.
However, in the case of Pioneer Fund shares held through a nonqualified
deferred compensation plan, Pioneer Fund dividends and other distributions
received by the plan and sales and exchanges of Pioneer Fund shares by the plan
generally will be taxable to the employer sponsoring such plan in accordance
with U.S. federal income tax laws that are generally applicable to shareholders
receiving such dividends and other distributions from regulated investment
companies such as the applicable Pioneer Fund or effecting such sales or
exchanges.
Plan participants whose retirement plan invests in a Pioneer Fund generally are
not subject to federal income tax on the Pioneer Fund's dividends or other
distributions received by the plan or on sales or exchanges of the Pioneer
Fund's shares by the plan. However, distributions to plan participants from a
retirement plan generally are taxable to plan participants as ordinary income.
Distributions derived from interest on U.S. government obligations (but
generally not distributions of gain from the sale of such obligations) may be
exempt from certain state and local taxes.
You should ask your tax adviser about any federal, state, local and foreign tax
considerations relating to an investment in a Pioneer Fund. You may also
consult the Pioneer Fund's statement of additional information for a more
detailed discussion of the U.S. federal income tax considerations that may
affect the Pioneer Fund and its shareowners.
54
FINANCIAL HIGHLIGHTS
The financial highlights table helps you understand the Acquiring Fund's
financial performance for the past five years and, if applicable, for any
recent semiannual period.
Certain information reflects financial results for a single fund share.
The total returns in the table represent the rate that you would have earned or
lost on an investment in Class A, Class C or Class Y shares of the Acquiring
Fund (assuming reinvestment of all dividends and distributions).
For financial statement purposes with respect to the Reorganization, the
Acquiring Fund will be the accounting survivor of the Reorganization. As the
accounting survivor, the Acquiring Fund's operating history will be used for
financial reporting purposes after consummation of the Reorganization.
The information below for the fiscal years ended June 30, 2015 and June
30, 2014 has been audited by Deloitte & Touche LLP, independent registered
public accounting firm, whose report is included in the Acquiring Fund's annual
report along with the Acquiring Fund's financial statements. The information
below for each of the periods ended on or prior to June 30, 2013 was audited by
another independent registered public accounting firm. The Acquiring Fund's
annual report is available upon request.
55
Financial Highlights
Pioneer Bond Fund
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/15 6/30/14 6/30/13 6/30/12 6/30/11
-------------------------------------------------------
Class A
Net asset value, beginning of period $ 9.88 $ 9.67 $ 9.73 $ 9.66 $ 9.44
--------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.27 $ 0.35 $ 0.38 $ 0.42 $ 0.45
Net realized and unrealized gain (loss) on investments (0.14) 0.24 (0.07) 0.13 0.21
--------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.13 $ 0.59 $ 0.31 $ 0.55 $ 0.66
--------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.29) $ (0.38) $ (0.37) $ (0.43) $ (0.44)
Net realized gain (0.04) -- -- (0.05) --
--------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.33) $ (0.38) $ (0.37) $ (0.48) $ (0.44)
--------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.20) $ 0.21 $ (0.06) $ 0.07 $ 0.22
--------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.68 $ 9.88 $ 9.67 $ 9.73 $ 9.66
--------------------------------------------------------------------------------------------------------------------
Total return* 1.32% 6.19% 3.21% 5.91% 7.08%
Ratio of net expenses to average net assets 0.85% 0.85% 0.85% 0.85% 0.85%
Ratio of net investment income (loss) to average net assets 2.68% 3.52% 3.77% 4.35% 4.63%
Portfolio turnover rate 81% 41% 28% 21% 36%
Net assets, end of period (in thousands) $1,044,659 $706,962 $565,569 $453,772 $500,905
Ratios with no waiver of fees and assumption of expenses
by the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 0.93% 1.00% 1.01% 1.03% 1.06%
Net investment income (loss) to average net assets 2.60% 3.37% 3.61% 4.17% 4.42%
--------------------------------------------------------------------------------------------------------------------
* 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.
56
Financial Highlights (continued)
Pioneer Bond Fund (continued)
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/15 6/30/14 6/30/13 6/30/12 6/30/11
-------------------------------------------------
Class C
Net asset value, beginning of period $ 9.77 $ 9.57 $ 9.63 $ 9.55 $ 9.34
--------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.19 $ 0.26 $ 0.29 $ 0.33 $ 0.36
Net realized and unrealized gain (loss) on investments (0.14) 0.23 (0.06) 0.15 0.20
--------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.05 $ 0.49 $ 0.23 $ 0.48 $ 0.56
--------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.21) $ (0.29) $ (0.29) $ (0.35) $ (0.35)
Net realized gain (0.04) -- -- (0.05) --
--------------------------------------------------------------------------------------------------------------
Total distributions $ (0.25) $ (0.29) $ (0.29) $ (0.40) $ (0.35)
--------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.20) $ 0.20 $ (0.06) $ 0.08 $ 0.21
--------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.57 $ 9.77 $ 9.57 $ 9.63 $ 9.55
--------------------------------------------------------------------------------------------------------------
Total return* 0.49% 5.20% 2.33% 5.12% 6.06%
Ratio of net expenses to average net assets 1.63% 1.73% 1.72% 1.73% 1.73%
Ratio of net investment income (loss) to average net assets 1.89% 2.69% 2.93% 3.47% 3.75%
Portfolio turnover rate 81% 41% 28% 21% 36%
Net assets, end of period (in thousands) $114,222 $73,224 $87,763 $93,737 $82,915
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 1.63% 1.73% 1.72% 1.73% 1.73%
Net investment income (loss) to average net assets 1.89% 2.69% 2.93% 3.47% 3.75%
--------------------------------------------------------------------------------------------------------------
* 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.
57
Financial Highlights (continued)
Pioneer Bond Fund (continued)
Year Year Year Year Year
Ended Ended Ended Ended Ended
6/30/15 6/30/14 6/30/13 6/30/12 6/30/11
--------------------------------------------------------
Class Y
Net asset value, beginning of period $ 9.79 $ 9.58 $ 9.65 $ 9.57 $ 9.36
---------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.30 $ 0.36 $ 0.39 $ 0.44 $ 0.47
Net realized and unrealized gain (loss) on investments (0.15) 0.24 (0.07) 0.14 0.20
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.15 $ 0.60 $ 0.32 $ 0.58 $ 0.67
---------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.31) $ (0.39) $ (0.39) $ (0.45) $ (0.46)
Net realized gain (0.04) -- -- (0.05) --
---------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.35) $ (0.39) $ (0.39) $ (0.50) $ (0.46)
---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ (0.20) $ 0.21 $ (0.07) $ 0.08 $ 0.21
---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.59 $ 9.79 $ 9.58 $ 9.65 $ 9.57
--------------------------------------------------------------------------------------------------------------------
Total return* 1.59% 6.41% 3.34% 6.27% 7.25%
Ratio of net expenses to average net assets 0.58% 0.66% 0.66% 0.65% 0.61%
Ratio of net investment income (loss) to average net assets 2.95% 3.72% 3.97% 4.55% 4.88%
Portfolio turnover rate 81% 41% 28% 21% 36%
Net assets, end of period (in thousands) $1,644,161 $871,801 $916,182 $847,072 $717,433
Ratios with no waiver of fees and assumption of expenses by
the Adviser and no reduction for fees paid indirectly:
Total expenses to average net assets 0.58% 0.66% 0.66% 0.65% 0.61%
Net investment income (loss) to average net assets 2.95% 3.72% 3.97% 4.55% 4.88%
---------------------------------------------------------------------------------------------------------------------
* 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.
58
OWNERSHIP OF SHARES OF THE PIONEER FUNDS
As of [_____], 2015, the Trustees and officers of each Pioneer Fund owned
in the aggregate less than 1% of the outstanding shares of a Pioneer Fund. The
following is a list of the holders of 5% or more of the outstanding shares of
any class of a Pioneer Fund as of [____], 2015.
Pioneer Government Income Fund
--------------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares Percent of Class
--------------------------------------------------------------------------------------------
CLASS A
--------------------------------------------------------------------------------------------
CLASS C
--------------------------------------------------------------------------------------------
CLASS Y
--------------------------------------------------------------------------------------------
Pioneer Bond Fund
--------------------------------------------------------------------------------------------
Record Holder Share Class Number of Shares Percent of Class
--------------------------------------------------------------------------------------------
CLASS A
--------------------------------------------------------------------------------------------
CLASS C
--------------------------------------------------------------------------------------------
CLASS K*
--------------------------------------------------------------------------------------------
CLASS R*
--------------------------------------------------------------------------------------------
CLASS Y
* Class K and Class R shares of the Acquiring Fund are not being issued in the Reorganization.
EXPERTS
The financial highlights and financial statements of each Pioneer Fund for
the past five fiscal years are incorporated by reference into this Information
Statement/Prospectus. Each Pioneer Fund's financial highlights and financial
statements for the past two fiscal years have been audited by Deloitte & Touche
LLP, independent registered public accounting firm, which are incorporated
herein by reference, and have been so incorporated in reliance upon the reports
of such firm given their authority as experts in accounting and auditing.Each
Pioneer Fund's financial highlights and financial statements for the prior
three fiscal years was audited by another independent registered public
accounting firm.
AVAILABLE INFORMATION
You can obtain more free information about each Pioneer Fund from your
investment firm or by writing to Pioneer Funds, 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for more information
about a Pioneer Fund, to request copies of a Pioneer Fund's statement of
additional information and shareowner reports, and to make other inquiries.
Visit our website www.pioneerinvestments.com
Each Pioneer Fund makes available its statement of additional information
and shareholder reports, free of charge, on the Pioneer Funds' website at
www.pioneerinvestments.com. You also may find other information and updates
about Pioneer and each Pioneer Fund, including Pioneer Fund performance
information, on the Pioneer Funds' website.
Shareholder reports. Annual and semiannual reports to shareholders, and
quarterly reports filed with the SEC, provide information about each Pioneer
Fund's investments. The annual report discusses market conditions and
investment strategies that significantly affected each Pioneer Fund's
performance during its last fiscal year.
Statement of additional information. The statement of additional
information of each Pioneer Fund provides more detailed information about the
fund.
You can also review and copy each Pioneer Fund's shareholder reports,
prospectus and statement of additional information at the Securities and
Exchange Commission's Public Reference Room in Washington, D.C. Call
1-202-551-8090 for information. The Commission charges a fee for copies. You
can get the same information free from the Commission's EDGAR database on the
Internet (http://www.sec.gov). You may also email requests for these documents
to publicinfo@sec.gov or make a request in writing to the Commission's Public
Reference Section, Washington, D.C. 20549-1520.
27970-00-0814 PRO
59
EXHIBIT A -- FORM OF AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
as of the [ ] day of [ ], by and between Pioneer Bond Fund, a Delaware
statutory trust (the "Acquiring Fund"), with its principal place of business at
60 State Street, Boston, Massachusetts 02109, and Pioneer Series Trust IV, a
Delaware statutory trust (the "Acquired Trust"), on behalf of its series,
Pioneer Government Income Fund (the "Acquired Fund"), with its principal place
of business at 60 State Street, Boston, Massachusetts 02109, and, solely for
purposes of paragraph 9.2 hereof, Pioneer Investment Management, Inc.
("Pioneer" or the "Acquiring Fund Adviser"). The Acquiring Fund and the
Acquired Fund are sometimes referred to collectively herein as the "Funds" and
individually as a "Fund."
WHEREAS, it is intended that the transaction contemplated by this
Agreement constitute a "reorganization" as defined in Section 368(a) of the
United States Internal Revenue Code of 1986, as amended (the "Code") and the
Treasury Regulations thereunder. The reorganization (the "Reorganization") will
consist of (1) the transfer of all of the assets of the Acquired Fund to the
Acquiring Fund solely in exchange for (A) the issuance of Class A, Class C and
Class Y shares of beneficial interest of the Acquiring Fund (collectively, the
"Acquiring Fund Shares" and each, an "Acquiring Fund Share") to the Acquired
Fund, and (B) the assumption by the Acquiring Fund of all of the liabilities of
the Acquired Fund on the closing date of the Reorganization (the "Closing
Date"), and (2) the distribution by the Acquired Fund, on or promptly after the
Closing Date as provided herein, of the Acquiring Fund Shares to the
shareholders of the Acquired Fund, on a class-by-class basis, in complete
liquidation of the Acquired Fund, all upon the terms and conditions hereinafter
set forth in this Agreement. The parties hereby adopt this Agreement as a "plan
of reorganization" within the meaning of Treasury Regulations Sections 1.368
-2(g) and 1.368 -3(a).
WHEREAS, the Acquiring Fund and the Acquired Trust are each
registered investment companies classified as management companies of the
open-end type.
WHEREAS, the Acquiring Fund is authorized to issue shares of
beneficial interest.
WHEREAS, the Board of Trustees of each of the Acquiring Fund and the
Acquired Trust have determined that the Reorganization is in the best interests
of the Acquiring Fund shareholders and the Acquired Fund shareholders,
respectively, and is not dilutive of the interests of those shareholders.
NOW, THEREFORE, in consideration of the premises of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE ACQUIRING
FUND SHARES AND ASSUMPTION OF THE ASSUMED LIABILITIES; LIQUIDATION
AND TERMINATION OF THE ACQUIRED FUND.
1.1 Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Acquired Fund
will transfer all of its assets as set forth in Paragraph 1.2 (the "Acquired
Assets") to the Acquiring Fund free and clear of all liens and encumbrances
(other than those arising under the Securities Act of 1933, as amended (the
"Securities Act"), liens for taxes not yet due and contractual restrictions on
the transfer of the Acquired Assets) and the Acquiring Fund agrees in exchange
therefor: (i) to issue to the Acquired Fund the number of Acquiring Fund
Shares, including fractional Acquiring Fund Shares, of each class with an
aggregate net asset value ("NAV") equal to the NAV of the Acquired Fund
attributable to the corresponding class (determined as set forth in Paragraph
1.4) of the Acquired Fund's shares, as determined in the manner set forth in
Paragraphs 2.1 and 2.2; and (ii) to assume all of the liabilities and
obligations of the Acquired Fund, whether accrued or contingent, known or
unknown, existing at the Closing Date (collectively, the "Assumed
Liabilities"). Such transactions shall take place at the Closing (as defined in
Paragraph 3.1 below).
1.2 (a) The Acquired Assets shall consist of all of the Acquired
Fund's property, including, without limitation, all portfolio securities and
instruments, dividends and interest receivables, cash, goodwill, contractual
rights and choses in action of the Acquired Fund or the Acquired Trust in
respect of the Acquired Fund, all other intangible property owned by the
Acquired Fund, originals or copies of all books and records of the Acquired
Fund, and all other assets of the Acquired Fund on the Closing Date. The
Acquiring Fund shall also be entitled to receive copies of all records that the
Acquired Fund is required to maintain under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), and the rules of the Securities and
Exchange Commission (the "Commission") promulgated thereunder to the extent
such records pertain to the Acquired Fund.
(b) The Acquired Fund has provided the Acquiring Fund with
a list of all of the Acquired Fund's securities and other assets as of the date
of execution of this Agreement, and the Acquiring Fund has provided the
Acquired Fund with a copy of the current fundamental investment policies and
restrictions and fair value procedures applicable to the Acquiring Fund. The
Acquired Fund reserves the right to sell any of such securities or other assets
before the Closing Date (except to the extent sales may be limited by
representations of the Acquired Fund contained herein or in the Acquired Fund
Tax Representation Certificate (as defined below) and
A-1
made in connection with the issuance of the tax opinion provided for in
Paragraph 8.4 hereof) and agrees not to acquire any portfolio security that is
not an eligible investment for, or that would violate an investment policy or
restriction of, the Acquiring Fund.
1.3 The Acquired Fund will endeavor to discharge all of its known
liabilities and obligations that are or will become due prior to the Closing.
1.4 On or as soon after the Closing Date as is practicable (the
"Liquidation Date"), the Acquired Trust shall liquidate the Acquired Fund and
distribute pro rata to its shareholders of record, determined as of the close
of regular trading on the New York Stock Exchange on the Closing Date (the
"Acquired Fund Shareholders"), the Acquiring Fund Shares received by the
Acquired Fund pursuant to Paragraph 1.1 hereof. Each Acquired Fund Shareholder
shall receive the number of full and fractional Acquiring Fund Shares of each
class corresponding to a class of shares of beneficial interest in the Acquired
Fund (the "Acquired Fund Shares") held by such Acquired Fund Shareholder that
has, in each case, an aggregate NAV equal to the aggregate NAV of the Acquired
Fund Shares of the applicable class held of record by such Acquired Fund
Shareholder on the Closing Date. Acquired Fund Shareholders shall receive Class
A, Class C and Class Y Acquiring Fund Shares in exchange for Class A, Class C
and Class Y Acquired Fund Shares, respectively. Such liquidation and
distribution will be accomplished by the Acquired Trust instructing the
Acquiring Fund to transfer the Acquiring Fund Shares then credited to the
account of the Acquired Fund on the books of the Acquiring Fund to open
accounts on the share records of the Acquiring Fund established and maintained
by the Acquiring Fund's transfer agent in the names of the Acquired Fund
Shareholders and representing the respective pro rata number of the Acquiring
Fund Shares of each class due the Acquired Fund Shareholders. The Acquired
Trust shall promptly provide the Acquiring Fund with evidence of such
liquidation and distribution. All issued and outstanding Acquired Fund Shares
will simultaneously be cancelled on the books of the Acquired Fund, and the
Acquired Fund will be dissolved. The Acquiring Fund shall not issue
certificates representing the Acquiring Fund Shares in connection with such
exchange.
1.5 Ownership of Acquiring Fund Shares will be shown on the books of
the Acquiring Fund's transfer agent. Any certificates representing ownership of
Acquired Fund Shares that remain outstanding on the Closing Date shall be
deemed to be cancelled and shall no longer evidence ownership of Acquired Fund
Shares.
1.6 Any transfer taxes payable upon issuance of Acquiring Fund Shares
in a name other than the registered holder of the Acquired Fund Shares on the
books of the Acquired Fund as of that time shall, as a condition of such
issuance and transfer, be paid by the person to whom such Acquiring Fund Shares
are to be issued and transferred.
1.7 Any reporting responsibility of the Acquired Trust with respect
to the Acquired Fund for periods ending on or before the Closing Date,
including, but not limited to, the responsibility for filing of regulatory
reports, or other documents with the Commission, any state securities
commissions, and any federal, state or local tax authorities or any other
relevant regulatory authority, is and shall remain the responsibility of the
Acquired Fund.
2. VALUATION
2.1 The NAV per share of each class of the Acquiring Fund Shares and
the NAV per share of each class of the Acquired Fund shall, in each case, be
determined as of the close of regular trading on the New York Stock Exchange
(generally, 4:00 p.m., Eastern time) on the Closing Date (the "Valuation
Time"). The Acquiring Fund Adviser shall compute the NAV per Acquiring Fund
Share in the manner set forth in the Acquiring Fund's Agreement and Declaration
of Trust (the "Declaration"), or By-Laws, and the Acquiring Fund's then-current
prospectus and statement of additional information. The Acquiring Fund Adviser
shall compute the NAV per share of the Acquired Fund in the manner set forth in
the Acquired Trust's Agreement and Declaration of Trust, or By-Laws, and the
Acquired Fund's then-current prospectus and statement of additional
information. The Acquiring Fund Adviser shall confirm to the Acquiring Fund the
NAV of the Acquired Fund.
2.2 The number of shares of each class of Acquiring Fund Shares to be
issued (including fractional shares, if any) in exchange for the Acquired
Assets and the assumption of the Assumed Liabilities shall be determined by the
Acquiring Fund Adviser by dividing the NAV of the Acquired Fund attributable to
each class of the Acquired Fund Shares, as determined in accordance with
Paragraph 2.1, by the NAV of an Acquiring Fund Share of the corresponding
class, as determined in accordance with Paragraph 2.1.
2.3 The Acquiring Fund and the Acquired Fund shall cause the Acquiring
Fund Adviser to deliver a copy of its valuation report to the other party at
Closing (as defined in Paragraph 3.1). All computations of value shall be made
by the Acquiring Fund Adviser or its agents in accordance with its regular
practice as pricing agent for the Acquiring Fund and the Acquired Fund.
3. CLOSING AND CLOSING DATE
3.1 The Closing Date shall be [ ], or such other earlier or later
date as the parties may agree. All acts necessary to consummate the
Reorganization (the "Closing") shall be deemed to take place simultaneously as
of 5:00 p.m. (Eastern time) on the
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Closing Date unless otherwise agreed by the parties. The Closing shall be held
at the offices of Morgan, Lewis & Bockius LLP, One Federal Street, Boston,
Massachusetts, or at such other place as the parties may agree.
3.2 Portfolio securities that are held other than in book-entry form
in the name of Brown Brothers Harriman & Co. (the "Acquired Fund Custodian") as
record holder for the Acquired Fund shall be presented by the Acquired Fund to
Brown Brothers Harriman & Co. (the "Acquiring Fund Custodian") for examination
no later than three (3) business days preceding the Closing Date. Such
portfolio securities shall be delivered by the Acquired Fund to the Acquiring
Fund Custodian for the account of the Acquiring Fund on the Closing Date, duly
endorsed in proper form for transfer, in such condition as to constitute good
delivery thereof in accordance with the custom of brokers, and shall be
accompanied by all necessary federal and state stock transfer stamps or a check
for the appropriate purchase price thereof. Portfolio securities held of record
by the Acquired Fund Custodian in book-entry form on behalf of the Acquired
Fund shall be delivered by the Acquired Fund Custodian through the Depository
Trust Company to the Acquiring Fund Custodian and by the Acquiring Fund
Custodian recording the beneficial ownership thereof by the Acquiring Fund on
the Acquiring Fund Custodian's records. Any cash shall be delivered by the
Acquired Fund Custodian transmitting immediately available funds by wire
transfer to the Acquiring Fund Custodian the cash balances maintained by the
Acquired Fund Custodian and the Acquiring Fund Custodian crediting such amount
to the account of the Acquiring Fund.
3.3 The Acquiring Fund Custodian shall deliver within one business
day after the Closing a certificate of an authorized officer stating that the
Acquired Assets have been delivered in proper form to the Acquiring Fund on the
Closing Date. The Acquired Trust, on behalf of the Acquired Fund, shall deliver
within one business day after the Closing a certificate of an authorized
officer stating that all necessary transfer taxes including all applicable
federal and state stock transfer stamps, if any, have been paid, or provision
for payment has been made in conjunction with the delivery of portfolio
securities as part of the Acquired Assets.
3.4 If on the Closing Date (a) the New York Stock Exchange is closed
to trading or trading thereon shall be restricted or (b) trading or the
reporting of trading on such exchange or elsewhere is disrupted so that
accurate appraisal of the NAV of the Acquiring Fund Shares or the Acquired Fund
pursuant to Paragraph 2.1 is impracticable (in the judgment of the Acquiring
Fund Board with respect to the Acquiring Fund and the Acquired Trust Board with
respect to the Acquired Fund), the Closing Date shall be postponed until the
first business day after the day when trading shall have been fully resumed and
reporting shall have been restored or such later date as may be mutually agreed
in writing by an authorized officer of each party.
3.5 The Acquired Fund shall deliver at the Closing a list of the
names, addresses, federal taxpayer identification numbers and U.S. federal tax
withholding statuses of the Acquired Fund Shareholders (and any certificates
reflecting that information) and the number and percentage ownership of
outstanding Acquired Fund Shares owned by each Acquired Fund Shareholder as of
the Valuation Time, certified by the President or Vice President or a Secretary
or Assistant Secretary of the Acquired Trust and its Treasurer, Secretary or
other authorized officer (the "Shareholder List") as being an accurate record
of the information (a) provided by the Acquired Fund Shareholders, (b) provided
by the Acquired Fund Custodian, or (c) derived from the Acquired Trust's
records by such officers or one of the Acquired Trust's service providers. The
Acquiring Fund shall issue and deliver to the Acquired Fund a confirmation
evidencing the Acquiring Fund Shares to be credited on the Closing Date, or
provide evidence satisfactory to the Acquired Fund that such Acquiring Fund
Shares have been credited to the Acquired Fund's account on the books of the
Acquiring Fund. At the Closing, each party shall deliver to the other such
bills of sale, checks, assignments, stock certificates, receipts or other
documents as such other party or its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES
4.1 Except as set forth on Schedule 4.1 of this Agreement, the
Acquired Trust, on behalf of the Acquired Fund, represents, warrants and
covenants to the Acquiring Fund as follows:
(a) The Acquired Fund is a series of the Acquired Trust.
The Acquired Trust is a statutory trust validly existing and in good standing
under the laws of the State of Delaware and has the power to own all of its
properties and assets and to perform its obligations under this Agreement. The
Acquired Fund is not required to qualify to do business in any jurisdiction in
which it is not so qualified or where failure to qualify would subject it to
any material liability or disability. The Acquired Fund has all necessary
federal, state and local authorizations to own all of its properties and assets
and to carry on its business as now being conducted;
(b) The Acquired Trust is a registered investment company
classified as a management company of the open-end type, and its registration
with the Commission as an investment company under the Investment Company Act
is in full force and effect;
(c) The Acquired Trust is not in violation of, and the
execution and delivery of this Agreement and the performance of its obligations
under this Agreement on behalf of the Acquired Fund will not result in a
material violation of, any provision of the Acquired Trust's Declaration or
By-Laws or any material agreement, indenture, instrument, contract, lease or
other
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undertaking with respect to the Acquired Fund to which the Acquired Trust, on
behalf of the Acquired Fund, is a party or by which the Acquired Fund or any of
its assets are bound;
(d) No litigation or administrative proceeding or investigation
of or before any court or governmental body is currently pending or to its
knowledge threatened against the Acquired Fund or any of the Acquired Fund's
properties or assets that, if adversely determined, would materially and
adversely affect its financial condition or the conduct of the Acquired Fund's
business. The Acquired Fund is not a party to or subject to the provisions of
any order, decree or judgment of any court or governmental body which materially
adversely affects the Acquired Fund's business or its ability to consummate the
transactions contemplated herein or would be binding upon the Acquiring Fund as
the successor to the Acquired Fund;
(e) All material contracts or other commitments of the
Acquired Fund (other than this Agreement or agreements for the purchase and
sale of securities entered into in the ordinary course of business and
consistent with its obligations under this Agreement) will terminate at or
prior to the Closing Date and no such termination will result in liability to
the Acquired Fund (or the Acquiring Fund);
(f) The Statement of Assets and Liabilities of the Acquired
Fund, and the related Statements of Operations and Changes in Net Assets, as of
and for the fiscal year ended July 31, 2015, have been audited by Deloitte &
Touche LLP, independent registered public accounting firm, and are in
accordance with accounting principles generally accepted in the United States
("GAAP") consistently applied and fairly reflect, in all material respects, the
financial condition of the Acquired Fund as of such date and the results of its
operations for the period then ended, and all known liabilities, whether actual
or contingent, of the Acquired Fund as of the date thereof are disclosed
therein. The Statement of Assets and Liabilities of the Acquired Fund and the
related Statements of Operations and Changes in Net Assets as of such date and
for the period then ended will be in accordance with GAAP consistently applied
and will fairly reflect, in all material respects, the financial condition of
the Acquired Fund as of such date and the results of its operations for the
period then ended. Except for the Assumed Liabilities, the Acquired Fund will
not have any known or contingent liabilities on the Closing Date. No
significant deficiency, material weakness, fraud, significant change or other
factor that could significantly affect the internal controls of the Acquired
Fund has been disclosed or is required to be disclosed in the Acquired Fund's
reports on Form N-CSR to enable the chief executive officer and chief financial
officer or other officers of the Acquired Trust to make the certifications
required by the Sarbanes-Oxley Act, and no deficiency, weakness, fraud, change,
event or other factor exists with respect to the Acquired Fund that will be
required to be disclosed in the Acquiring Fund's Form N-CSR after the Closing
Date;
(g) Since the most recent fiscal year end, except as specifically
disclosed in the Acquired Fund's prospectus or its statement of additional
information as in effect on the date of this Agreement, there has not been any
material adverse change in the Acquired Fund's financial condition, assets,
liabilities, business or prospects, or any incurrence by the Acquired Fund of
indebtedness, except for normal contractual obligations incurred in the ordinary
course of business or in connection with the settlement of purchases and sales
of portfolio securities. For the purposes of this subparagraph (g) (but not for
any other purpose of this Agreement), a decline in NAV per Acquired Fund Share
arising out of its normal investment operations or a decline in market values of
securities in the Acquired Fund's portfolio, a decline in net assets of the
Acquired Fund as a result of redemptions or the discharge of Acquired Fund
liabilities shall not constitute a material adverse change;
(h) On the Closing Date, all federal and other tax returns,
dividend reporting forms and other tax-related reports of the Acquired Fund
required by law to have been filed (taking into account any extensions) shall
have been timely filed (taking such extensions into account) and shall be
correct in all material respects, and all federal and other taxes shown as due
or required to be shown as due from the Acquired Fund on such tax returns,
forms and reports shall have been paid or provision shall have been made for
the payment thereof and, to the best of the Acquired Trust's knowledge, no such
return is currently under audit and no outstanding assessment of any tax has
been asserted with respect to such returns.
(i) The Acquired Fund is a separate series of the Acquired
Trust treated as a separate corporation from each other series of the Acquired
Trust under Section 851(g) of the Code. For each taxable year of its existence,
including the taxable year ending on the Closing Date, the Acquired Fund has
had in effect an election to be treated as a "regulated investment company"
under Subchapter M of the Code, has satisfied or will satisfy all of the
requirements of Subchapter M of the Code for treatment as a regulated
investment company, and has been or will be eligible to compute its federal
income tax under Section 852 of the Code. On or before the Closing Date, the
Acquired Fund will have declared and paid dividends sufficient to distribute
substantially all of (a) the sum of (i) its net tax-exempt interest income,
(ii) its investment company taxable income (as defined in the Code, computed
without regard to any deduction for dividends paid) and (iii) any net capital
gain (as such term is used in Sections 852(b)(3)(A) and (C) of the Code) after
reduction by any available capital loss carryforwards, and (b) any other
amounts as necessary, in each case for all of its tax periods ending on or
before the Closing Date, as dividends qualifying for the dividends-paid
deduction under Section 561 of the Code, such that the Acquired Fund will have
no unpaid tax liability under Section 852 of the Code for any tax period ending
on or before the Closing Date.
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For each calendar year (including the calendar year that includes the Closing
Date), the Acquired Fund will have made such distributions on or before the
Closing Date as are necessary so that for all calendar years ending on or
before the Closing Date, and for the calendar year that includes the Closing
Date, such Acquired Fund will not have any unpaid tax liability under Section
4982 of the Code;
(j) All issued and outstanding Acquired Fund Shares are, and at
the Closing Date will be, legally issued and outstanding, fully paid and
nonassessable by the Acquired Fund. All of the issued and outstanding Acquired
Fund Shares will, at the time of Closing, be held of record by the persons and
in the amounts set forth in the Shareholder List submitted to the Acquiring Fund
pursuant to Paragraph 3.5 hereof. The Acquired Fund does not have outstanding
any options, warrants or other rights to subscribe for or purchase any Acquired
Fund Shares, nor is there outstanding any security convertible into any Acquired
Fund Shares;
(k) At the Closing Date, the Acquired Fund will have good and
marketable title to the Acquired Assets, and full right, power and authority to
sell, assign, transfer and deliver the Acquired Assets to the Acquiring Fund,
and, upon delivery and payment for the Acquired Assets, the Acquiring Fund will
acquire good and marketable title thereto, subject to no restrictions on the
full transfer thereof, except such restrictions as might arise under the
Securities Act;
(l) The Acquired Trust has the trust power and authority, on
behalf of the Acquired Fund, to enter into and perform its obligations under
this Agreement. The execution, delivery and performance of this Agreement have
been duly authorized by all necessary action on the part of the Acquired Trust's
Board of Trustees, and, assuming due authorization, execution and delivery by
the Acquiring Fund, this Agreement will constitute a valid and binding
obligation of the Acquired Trust, on behalf of the Acquired Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights and to general equity principles;
(m) The information to be furnished by the Acquired Trust, on
behalf of the Acquired Fund, to the Acquiring Fund for use in applications for
orders, registration statements and other documents which may be necessary in
connection with the transactions contemplated hereby and any information
necessary to compute the total return of the Acquired Fund shall be accurate and
complete in all material respects and shall comply in all material respects with
federal securities and other laws and regulations applicable thereto or the
requirements of any form for which its use is intended, and shall not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the information provided not misleading;
(n) No consent, approval, authorization or order of or filing with
any court or governmental authority is required for the execution of this
Agreement or the consummation of the transactions contemplated by this
Agreement by the Acquired Trust or the Acquired Fund, except such as may be
required under the Securities Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Investment Company Act and the rules and
regulations of the Commission thereunder, state securities laws and the
Hart-Scott-Rodino Act;
(o) The provisions of the Acquired Trust's Declaration, the
Acquired Trust's By-Laws and Delaware law do not require the shareholders of
the Acquired Fund to approve this Agreement or the transactions contemplated
herein in order for the Acquired Trust or the Acquired Fund to consummate the
transactions contemplated herein;
(p) All of the issued and outstanding Acquired Fund Shares have
been offered for sale and sold in compliance in all material respects with
all applicable federal and state securities laws, except as may have been
previously disclosed in writing to the Acquiring Fund;
(q) The current prospectus and statement of additional information
of the Acquired Fund and any amendments or supplements thereto did not as of
their dates or the dates of their distribution to the public contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which such statements were made, not materially misleading;
(r) The Acquired Fund currently complies in all material respects
with the requirements of, and the rules and regulations under, the Investment
Company Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all
other applicable federal and state laws or regulations. The Acquired Fund
currently complies in all material respects with all investment objectives,
policies, guidelines and restrictions and any compliance procedures established
by the Acquired Trust with respect to the Acquired Fund. All advertising and
sales material currently used by the Acquired Fund complies in all material
respects with the applicable requirements of the Securities Act, the Investment
Company Act, the rules and regulations of the Commission promulgated thereunder,
and, to the extent applicable, the Conduct Rules of the Financial Industry
Regulatory Authority ("FINRA") and any applicable state regulatory authority.
All registration statements, prospectuses, reports, proxy materials or other
filings required to be made or filed with the Commission, FINRA or any state
securities authorities used by the Acquired Fund during the three (3) years
prior to the date of
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this Agreement have been duly filed and have been approved or declared
effective, if such approval or declaration of effectiveness is required by law.
Such registration statements, prospectuses, reports, proxy materials and other
filings under the Securities Act, the Exchange Act and the Investment Company
Act (i) are or were in compliance in all material respects with the
requirements of all applicable statutes and the rules and regulations
thereunder and (ii) do not or did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not false or misleading;
(s) Neither the Acquired Fund nor, to the knowledge of the
Acquired Fund, any "affiliated person" of the Acquired Fund has been convicted
of any felony or misdemeanor, described in Section 9(a)(1) of the Investment
Company Act, nor, to the knowledge of the Acquired Fund, has any affiliated
person of the Acquired Fund been the subject, or presently is the subject, of
any proceeding or investigation with respect to any disqualification that would
be a basis for denial, suspension or revocation of registration as an
investment adviser under Section 203(e) of the Investment Advisers Act of 1940,
as amended (the "Investment Advisers Act"), or Rule 206(4)-4(b) thereunder or
of a broker-dealer under Section 15 of the Exchange Act, or for
disqualification as an investment adviser, employee, officer or director of an
investment company under Section 9 of the Investment Company Act; and
(t) The tax representation certificate to be delivered by the
Acquired Trust on behalf of the Acquired Fund, to Morgan, Lewis & Bockius LLP at
the Closing pursuant to Paragraph 7.4 (the "Acquired Fund Tax Representation
Certificate") will not on the Closing Date contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein not misleading.
4.2 Except as set forth on Schedule 4.2 of this Agreement, the
Acquiring Fund, represents, warrants and covenants to the Acquired Fund, as
follows:
(a) The Acquiring Fund is a statutory trust validly existing and
in good standing under the laws of the State of Delaware. The Acquiring Fund has
the power to own all of its properties and assets and to perform its obligations
under this Agreement. The Acquiring Fund is not required to qualify to do
business in any jurisdiction in which it is not so qualified or where failure to
qualify would subject it to any material liability or disability. The Acquiring
Fund has all necessary federal, state and local authorizations to own all of its
properties and assets and to carry on its business as now being conducted;
(b) The Acquiring Fund is a registered investment company
classified as a management company of the open-end type, and its registration
with the Commission as an investment company under the Investment Company Act
is in full force and effect;
(c) The current prospectus and statement of additional
information of the Acquiring Fund and any amendment or supplement thereto,
conform or conformed at the time of their distribution to the public in all
material respects to the applicable requirements of the Securities Act and the
Investment Company Act and the rules and regulations of the Commission
promulgated thereunder and do not or did not at the time of their distribution
to the public include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not materially misleading;
(d) The Acquiring Fund's registration statement on Form N-1A that
will be in effect on the Closing Date, and the prospectus and statement of
additional information of the Acquiring Fund included therein, will conform in
all material respects with the applicable requirements of the Securities Act and
the Investment Company Act and the rules and regulations of the Commission
thereunder, and did not as of the effective date thereof and will not as of the
Closing Date contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading;
(e) The Acquiring Fund is not in violation of, and the execution
and delivery of this Agreement and performance of its obligations under this
Agreement on behalf of the Acquiring Fund will not result in a material
violation of, any provisions of the Declaration or By-Laws of the Acquiring Fund
or any material agreement, indenture, instrument, contract, lease or other
undertaking with respect to the Acquiring Fund to which the Acquiring Fund is a
party or by which the Acquiring Fund or any of its assets is bound;
(f) No litigation or administrative proceeding or investigation of
or before any court or governmental body is currently pending or to its
knowledge threatened against the Acquiring Fund or any of the Acquiring Fund's
properties or assets that, if adversely determined, would materially and
adversely affect its financial condition or the conduct of the Acquiring Fund's
business. The Acquiring Fund is not a party to or subject to the provisions of
any order, decree or judgment of any court or governmental body which materially
adversely affects the Acquiring Fund's business or its ability to consummate the
transactions contemplated herein;
(g) The Statement of Assets and Liabilities of the Acquiring Fund,
and the related Statements of Operations and Changes in Net Assets, as of and
for the fiscal year ended June 30, 2015 have been audited by Deloitte & Touche
LLP, independent registered public accounting firm, and are in accordance with
GAAP consistently applied and fairly reflect, in all material respects, the
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financial condition of the Acquiring Fund as of such date and the results of
its operations for the period then ended, and all known liabilities, whether
actual or contingent, of the Acquiring Fund as of the date thereof are
disclosed therein;
(h) Since the most recent fiscal year end, except as specifically
disclosed in the Acquiring Fund's prospectus or its statement of additional
information as in effect on the date of this Agreement, there has not been any
material adverse change in the Acquiring Fund's financial condition, assets,
liabilities, business or prospects, or any incurrence by the Acquiring Fund of
indebtedness, except for normal contractual obligations incurred in the ordinary
course of business or in connection with the settlement of purchases and sales
of portfolio securities. For the purposes of this subparagraph (h) (but not for
any other purpose of this Agreement), a decline in NAV per Acquiring Fund Share
arising out of its normal investment operations or a decline in market values of
securities in the Acquiring Fund's portfolio, a decline in net assets of the
Acquiring Fund as a result of redemptions or the discharge of Acquiring Fund
liabilities shall not constitute a material adverse change;
(i) On the Closing Date, all federal and other tax returns,
dividend reporting forms and other tax-related reports of the Acquiring Fund
required by law to have been filed (taking into account any extensions) shall
have been timely filed (taking such extensions into account) and shall be
correct in all material respects, and all federal and other taxes shown as due
or required to be shown as due from the Acquiring Fund on such tax returns,
forms and reports shall have been paid or provision shall have been made for
the payment thereof and, to the best of the Acquiring Fund's knowledge, no such
return is currently under audit and no outstanding assessment of any tax has
been asserted with respect to such returns.
(j) For each taxable year of its existence ending on or before the
Closing Date, the Acquiring Fund has had in effect an election to be treated as
a "regulated investment company" under Subchapter M of the Code, has satisfied
all of the requirements of Subchapter M of the Code for treatment as a regulated
investment company, and has been eligible to compute its federal income tax
under Section 852 of the Code. On or before the Closing Date, the Acquiring Fund
will have declared and paid dividends sufficient to distribute substantially all
of (a) the sum of (i) its net tax-exempt interest income, (ii) its investment
company taxable income (as defined in the Code, computed without regard to any
deduction for dividends paid) and (iii) its net capital gain (as such term is
used in Sections 852(b)(3)(A) and (C) of the Code), if any, after reduction by
any available capital loss carryforwards, and (b) any other amounts as
necessary, in each case for all of its tax periods ending on or before the
Closing Date, as dividends qualifying for the dividends-paid deduction under
Section 561 of the Code, such that the Acquiring Fund will have no unpaid tax
liability under Section 852 of the Code for any tax period ending on or before
the Closing Date. For each calendar year ending on or before the Closing Date,
the Acquiring Fund will have made such distributions on or before the Closing
Date as are necessary so that for all calendar years ending on or before the
Closing Date the Acquiring Fund will not have any unpaid tax liability under
Section 4982 of the Code. The Acquiring Fund expects to satisfy the requirements
of Subchapter M of the Code for treatment as a regulated investment company and
to be eligible for such treatment for its taxable year that includes the Closing
Date;
(k) The authorized capital of the Acquiring Fund consists of an
unlimited number of shares of beneficial interest, no par value per share. As of
the Closing Date, the Acquiring Fund will be authorized to issue an unlimited
number of shares of beneficial interest, no par value per share. The Acquiring
Fund Shares to be issued and delivered to the Acquired Fund for the account of
the Acquired Fund Shareholders pursuant to the terms of this Agreement will have
been duly authorized on the Closing Date and, when so issued and delivered, will
be legally issued and outstanding, fully paid and non-assessable. The Acquiring
Fund does not have outstanding any options, warrants or other rights to
subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding
any security convertible into any Acquiring Fund Shares;
(l) All issued and outstanding Acquiring Fund Shares are, and on
the Closing Date will be, legally issued, fully paid and non-assessable and have
been offered and sold in every state and the District of Columbia in compliance
in all material respects with all applicable federal and state securities laws;
(m) The Acquiring Fund has the trust power and authority to enter
into and perform its obligations under this Agreement. The execution, delivery
and performance of this Agreement have been duly authorized by all necessary
action on the part of the Acquiring Fund's Board of Trustees, and, assuming due
authorization, execution and delivery by the Acquired Trust, on behalf of the
Acquired Fund, this Agreement will constitute a valid and binding obligation of
the Acquiring Fund, enforceable in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights and to general equity
principles;
(n) The information to be furnished in writing by the Acquiring
Fund for use in applications for orders, registration statements and other
documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete in all material respects and
shall comply in all material respects with federal securities and other laws and
regulations applicable thereto or the requirements of any form for which its use
is intended, and shall not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the information provided not
misleading;
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(o) No consent, approval, authorization or order of or filing with
any court or governmental authority is required for the execution of this
Agreement or the consummation of the transactions contemplated by this Agreement
by the Acquiring Fund, except such as may be required under the Securities Act,
the Exchange Act, the Investment Company Act and the rules and regulations of
the Commission thereunder, state securities laws and the Hart-Scott-Rodino Act;
(p) The Acquiring Fund currently complies in all material respects
with, the requirements of, and the rules and regulations under, the Investment
Company Act, the Securities Act, the Exchange Act, state "Blue Sky" laws and all
other applicable federal and state laws or regulations. The Acquiring Fund
currently complies in all material respects with all investment objectives,
policies, guidelines and restrictions and any compliance procedures established
by the Acquiring Fund. All advertising and sales material currently used by the
Acquiring Fund complies in all material respects with the applicable
requirements of the Securities Act, the Investment Company Act, the rules and
regulations of the Commission, and, to the extent applicable, the Conduct Rules
of FINRA and any applicable state regulatory authority. All registration
statements, prospectuses, reports, proxy materials or other filings required to
be made or filed with the Commission, FINRA or any state securities authorities
used by the Acquiring Fund during the three (3) years prior to the date of this
Agreement have been duly filed and have been approved or declared effective, if
such approval or declaration of effectiveness is required by law. Such
registration statements, prospectuses, reports, proxy materials and other
filings under the Securities Act, the Exchange Act and the Investment Company
Act (i) are or were in compliance in all material respects with the requirements
of all applicable statutes and the rules and regulations thereunder and (ii) do
not or did not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
false or misleading;
(q) Neither the Acquiring Fund nor, to the knowledge of the
Acquiring Fund, any "affiliated person" of the Acquiring Fund has been
convicted of any felony or misdemeanor, described in Section 9(a)(1) of the
Investment Company Act, nor, to the knowledge of the Acquiring Fund, has any
affiliated person of the Acquiring Fund been the subject, or presently is the
subject, of any proceeding or investigation with respect to any
disqualification that would be a basis for denial, suspension or revocation of
registration as an investment adviser under Section 203(e) of the Investment
Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section
15 of the Exchange Act, or for disqualification as an investment adviser,
employee, officer or director of an investment company under Section 9 of the
Investment Company Act; and
(r) The tax representation certificate to be delivered by the
Acquiring Fund to Morgan, Lewis & Bockius LLP at the Closing pursuant to
Paragraph 6.3 (the "Acquiring Fund Tax Representation Certificate") will not on
the Closing Date contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein not misleading.
5. COVENANTS OF THE FUNDS
The Acquired Fund and the Acquiring Fund, respectively, hereby further
covenant as follows:
5.1 The Acquired Fund covenants that the Acquiring Fund Shares to be
issued hereunder are not being acquired by the Acquired Fund for the purpose of
making any distribution thereof other than in accordance with the terms of this
Agreement;
5.2 The Acquired Fund will assist the Acquiring Fund in obtaining
such information as the Acquiring Fund reasonably requires concerning the
beneficial ownership of the Acquired Fund Shares.
5.3 Subject to the provisions of this Agreement, each Fund will take,
or cause to be taken, all actions, and do or cause to be done, all things
reasonably necessary, proper or advisable to consummate the transactions
contemplated by this Agreement;
5.4 The Acquired Fund shall furnish to the Acquiring Fund on the
Closing Date a statement of assets and liabilities of the Acquired Fund
("Statement of Assets and Liabilities") as of the Closing Date setting forth
the NAV (as computed pursuant to Paragraph 2.1) of the Acquired Fund as of the
Valuation Time, which statement shall be prepared in accordance with GAAP
consistently applied and certified by the Acquired Trust's Treasurer or
Assistant Treasurer. As promptly as practicable, but in any case within 30 days
after the Closing Date, the Acquired Trust, on behalf of the Acquired Fund,
shall furnish to the Acquiring Fund, in such form as is reasonably satisfactory
to the Acquiring Fund, a statement of the earnings and profits of the Acquired
Fund for federal income tax purposes, and of any capital loss carryovers and
other items that will be carried over to the Acquiring Fund under the Code, and
which statement will be certified by the Treasurer of the Acquired Trust; and
5.5 Neither Fund shall take any action that is inconsistent with the
representations set forth herein or, with respect to the Acquired Fund or
Acquired Trust, in the Acquired Fund Tax Representation Certificate and, with
respect to the Acquiring Fund, in the Acquiring Fund Tax Representation
Certificate. Unless otherwise required pursuant to a "determination" within the
meaning of Section 1313(a) of the Code, the parties hereto shall treat and
report the Reorganization as a reorganization within the meaning of Section
368(a) of the Code and shall not take any position inconsistent with such
treatment.
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6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Acquired Fund to complete the transactions
provided for herein shall be, at its election, subject to the performance by
the Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Closing Date, and, in addition thereto, the following further
conditions, unless waived by the Acquired Fund in writing:
6.1 All representations and warranties by the Acquiring Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date;
6.2 The Acquiring Fund shall have delivered to the Acquired Trust on
the Closing Date a certificate of the Acquiring Fund, executed in its name by
its President or Vice President and its Treasurer or Assistant Treasurer, in
form and substance satisfactory to the Acquired Trust and dated as of the
Closing Date, to the effect that the representations and warranties of the
Acquiring Fund made in this Agreement are true and correct in all material
respects at and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement, that each of the conditions to
Closing in this Article 6 has been met, and as to such other matters as the
Acquired Trust shall reasonably request;
6.3 The Acquiring Fund shall have delivered to Morgan, Lewis &
Bockius LLP an Acquiring Fund Tax Representation Certificate, satisfactory to
Morgan, Lewis & Bockius LLP, in a form mutually acceptable to the Acquiring
Fund and the Acquired Trust, concerning certain tax-related matters; and
6.4 With respect to the Acquiring Fund, the Board of Trustees of the
Acquiring Fund shall have determined that the Reorganization is in the best
interests of the Acquiring Fund and, based upon such determination, shall have
approved this Agreement and the transactions contemplated hereby.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be, at its election, subject to the performance by
the Acquired Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following further
conditions, unless waived by the Acquiring Fund in writing:
7.1 All representations and warranties of the Acquired Trust, on
behalf of the Acquired Fund, contained in this Agreement shall be true and
correct in all material respects as of the date hereof and, except as they may
be affected by the transactions contemplated by this Agreement, as of the
Closing Date with the same force and effect as if made on and as of the Closing
Date;
7.2 The Acquired Trust shall have delivered to the Acquiring Fund the
Statement of Assets and Liabilities of the Acquired Fund pursuant to Paragraph
5.4, together with a list of its portfolio securities showing the federal
income tax bases and holding periods of such securities, as of the Closing
Date, certified by the Acquired Trust's Treasurer or Assistant Treasurer;
7.3 The Acquired Trust shall have delivered to the Acquiring Fund on
the Closing Date a certificate of the Acquired Trust, on behalf of the Acquired
Fund, executed in its name by its President or Vice President and a Treasurer
or Assistant Treasurer, in form and substance reasonably satisfactory to the
Acquiring Fund and dated as of the Closing Date, to the effect that the
representations and warranties of the Acquired Trust made in this Agreement on
behalf of the Acquired Fund are true and correct in all material respects at
and as of the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, that each of the conditions to Closing in this
Article 7 has been met, and as to such other matters as the Acquiring Fund
shall reasonably request;
7.4 The Acquired Trust, on its own behalf and on behalf of the
Acquired Fund, shall have delivered to Morgan, Lewis & Bockius LLP an Acquired
Fund Tax Representation Certificate, satisfactory to Morgan, Lewis & Bockius
LLP, in a form mutually acceptable to the Acquiring Fund and the Acquired
Trust, concerning certain tax-related matters; and
7.5 With respect to the Acquired Fund, the Board of Trustees of the
Acquired Trust shall have determined that the Reorganization is in the best
interests of the Acquired Fund and, based upon such determination, shall have
approved this Agreement and the transactions contemplated hereby.
8. FURTHER CONDITIONS PRECEDENT
If any of the conditions set forth below does not exist on or before
the Closing Date with respect to either party hereto, the other party to this
Agreement shall, at its option, not be required to consummate the transactions
contemplated by this Agreement:
8.1 On the Closing Date, no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with,
this Agreement or the transactions contemplated herein;
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8.2 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state Blue Sky and securities authorities) deemed
necessary by either party hereto to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of
either party hereto, provided that either party may waive any such conditions
for itself;
8.3 The registration statement on Form N-14 filed in connection with
this Agreement shall have become effective under the Securities Act and no stop
order suspending the effectiveness of the registration statement shall have
been issued and, to the knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the Securities Act;
8.4 The parties shall have received an opinion of Morgan, Lewis &
Bockius LLP, satisfactory to the Acquired Trust and the Acquiring Fund and
subject to customary assumptions and qualifications, substantially to the
effect that, based upon certain facts, assumptions and representations, and
upon certifications contained in the Acquiring Fund Tax Representation
Certificate and the Acquired Fund Tax Representation Certificate, for federal
income tax purposes (i) the Reorganization will constitute a "reorganization"
within the meaning of Section 368(a) of the Code, and each of the Acquired Fund
and the Acquiring Fund will be a "party to a reorganization" within the meaning
of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the
Acquired Fund in the Reorganization on the transfer of the Acquired Assets to
the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the
assumption by the Acquiring Fund of the Assumed Liabilities, or upon the
distribution of the Acquiring Fund Shares to the shareholders of the Acquired
Fund in complete liquidation of the Acquired Fund, except for (A) gain or loss
that may be recognized with respect to "section 1256 contracts" as defined in
Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of
stock in a "passive foreign investment company" as defined in Section 1297(a)
of the Code, and (C) any other gain or loss that may be required to be
recognized as a result of the closing of the Acquired Fund's taxable year or
upon the transfer of an asset regardless of whether such transfer would
otherwise be a non-recognition transaction under the Code; (iii) the tax basis
in the hands of the Acquiring Fund of the Acquired Assets will be the same as
the tax basis of such Acquired Assets in the hands of the Acquired Fund
immediately prior to the transfer thereof, increased by the amount of gain (or
decreased by the amount of loss), if any, recognized by the Acquired Fund on
the transfer; (iv) the holding period of each Acquired Asset transferred in the
Reorganization in the hands of the Acquiring Fund, other than assets with
respect to which gain or loss is required to be recognized in the
Reorganization, will include the period during which the Acquired Asset was
held by the Acquired Fund (except where investment activities of the Acquiring
Fund have the effect of reducing or eliminating the holding period with respect
to an asset); (v) no gain or loss will be recognized by the Acquiring Fund upon
its receipt of the Acquired Assets transferred in the Reorganization solely in
exchange for Acquiring Fund Shares and the assumption of the Assumed
Liabilities; (vi) no gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of all of their Acquired Fund Shares for
Acquiring Fund Shares as part of the Reorganization; (vii) the aggregate tax
basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives
in the Reorganization will be the same as the aggregate tax basis of the
Acquired Fund Shares exchanged therefor; (viii) each Acquired Fund
Shareholder's holding period for the Acquiring Fund Shares received in the
Reorganization will include the holding period for the Acquired Fund Shares
exchanged therefor, provided that the Acquired Fund Shareholder held such
Acquired Fund Shares as capital assets on the date of exchange. Notwithstanding
anything in this Agreement to the contrary, neither the Acquired Fund nor the
Acquiring Fund may waive the condition set forth in this paragraph 8.4.
8.5 The Acquired Trust, on behalf of the Acquired Fund, shall have
distributed to the Acquired Fund Shareholders, in a distribution or
distributions qualifying for the deduction for dividends paid under Section 561
of the Code, all of the Acquired Fund's investment company taxable income (as
defined in Section 852(b)(2) of the Code determined without regard to Section
852(b)(2)(D) of the Code) for its taxable year ending on the Closing Date, all
of the excess of (i) its interest income excludable from gross income under
Section 103(a) of the Code over (ii) its deductions disallowed under Sections
265 and 171(a)(2) of the Code for its taxable year ending on the Closing Date,
and all of its net capital gain (as such term is used in Sections 852(b)(3)(A)
and (C) of the Code), after reduction by any available capital loss
carryforward, for its taxable year ending on the Closing Date.
9. BROKERAGE FEES AND EXPENSES
9.1 Each party hereto represents and warrants to the other party
hereto that there are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.
9.2 The parties have been informed by Pioneer that it will pay 50% of
the expenses incurred in connection with the Reorganization (including, but not
limited to, the preparation of the registration statement on Form N-14). Each
of the Acquired Fund and the Acquiring Fund agrees to pay 25% of the expenses
incurred in connection with the Reorganization (including, but not limited to,
the preparation of the registration statement on Form N-14). Notwithstanding
any of the foregoing, expenses will in any event be paid by the party directly
incurring such expenses if and to the extent that the payment by another person
of such expenses would result in a failure by either Fund to qualify for
treatment as a "regulated investment company" within the meaning of Section 851
of the
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Code or would prevent the Reorganization from qualifying as a reorganization
within the meaning of Section 368 of the Code or otherwise result in the
imposition of tax on either Fund or on either Fund's shareholders.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Acquiring Fund and the Acquired Trust each agrees that
neither party has made any representation, warranty or covenant not set forth
herein or referred to in Paragraphs 4.1 or 4.2 hereof and that this Agreement
constitutes the entire agreement between the parties.
10.2 The covenants to be performed after the Closing by both the
Acquiring Fund and the Acquired Trust shall survive the Closing. The
representations and warranties and all other covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection
herewith shall not survive the consummation of the transactions contemplated
hereunder.
11. TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
Acquiring Fund and the Acquired Trust. In addition, either party may at its
option terminate this Agreement at or prior to the Closing Date:
(a) by resolution of the Acquiring Fund's Board of Trustees if
circumstances should develop that, in the good faith opinion of such Board, make
proceeding with the Agreement not in the best interests of the Acquiring Fund's
shareholders; or
(b) by resolution of the Acquired Trust's Board of Trustees if
circumstances should develop that, in the good faith opinion of such Board, make
proceeding with the Agreement not in the best interests of the Acquired Fund's
shareholders.
11.2 In the event of any such termination, there shall be no
liability for damages on the part of the Acquiring Fund, the Acquired Trust or
the Acquired Fund, or the trustees or officers of the Acquired Trust or the
Acquiring Fund, but, subject to Paragraph 9.2, each party shall bear the
expenses incurred by it incidental to the preparation and carrying out of this
Agreement.
12. AMENDMENTS
This Agreement may be amended, modified or supplemented in such
manner as may be mutually agreed upon in writing by the authorized officers of
the Acquired Trust and the Acquiring Fund; provided that nothing contained in
this Section 12 shall be construed to prohibit the parties from amending this
Agreement to change the Closing Date.
13. NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Acquired Trust and the
Acquiring Fund at 60 State Street, Boston, Massachusetts 02109.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
14.1 The article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
14.3 This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware, without giving effect to
conflict of laws principles (other than Delaware Code Title 6 [section] 2708);
provided that, in the case of any conflict between those laws and the federal
securities laws, the latter shall govern.
14.4 This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment
or transfer hereof or of any rights or obligations hereunder shall be made by
either party without the prior written consent of the other party hereto.
Nothing herein expressed or implied is intended or shall be construed to confer
upon or give any person, firm or corporation, or other entity, other than the
parties hereto and their respective successors and assigns, any rights or
remedies under or by reason of this Agreement.
* * * * *
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed as of the date first set forth above by its President or Vice
President and attested by its Secretary or Assistant Secretary.
Attest: Pioneer Bond Fund,
By: ___________________ By: ____________________
Name: Name:
Title: Title:
Attest: Pioneer Series Trust IV,
on behalf of its series,
Pioneer Government Income Fund
By: ___________________ By: ____________________
Name: Name:
Title: Title:
Attest: Solely for purposes of paragraph 9.2 of
the Agreement:
Pioneer Investment Management, Inc.
By: ___________________ By: ____________________
Name: Name:
Title: Title:
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SCHEDULE 4.1
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SCHEDULE 4.2
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This page for your notes.
SUBJECT TO COMPLETION, DATED [ ], 2015
PIONEER BOND FUND
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
______________, 2015
This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the related combined Information Statement and Prospectus
(also dated ______________, 2015) which covers Class A, Class C and Class Y
shares of Pioneer Bond Fund to be issued in exchange for corresponding shares
of Pioneer Government Income Fund. Please retain this Statement of Additional
Information for further reference.
The Prospectus is available to you from Pioneer Investment Management, Inc.
free of charge by calling 1-800-225-6292.
Page
----
INTRODUCTION 2
EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE 2
ADDITIONAL INFORMATION ABOUT EACH PIONEER FUND 3
PRO FORMA COMBINED FINANCIAL STATEMENTS 3
1
INTRODUCTION
This Statement of Additional Information is intended to supplement the
information provided in a Information Statement and Prospectus dated
______________, 2015 (the "Information Statement and Prospectus") relating to
the reorganization of Pioneer Government Income Fund into Pioneer Bond Fund.
EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference, unless
otherwise indicated. Shareholders will receive a copy of each document that is
incorporated by reference upon any request to receive a copy of this Statement
of Additional Information.
1. Pioneer Bond Fund's Statement of Additional Information dated
November 1, 2015, as supplemented (File No. 2-62436 and 811-02864), as filed
with the Securities and Exchange Commission on October 28, 2015 (Accession No.
0000276776-15-000106) is incorporated herein by reference.
2. The Annual Report of Pioneer Bond Fund for the fiscal year ended
June 30, 2015 (File No. 811-02864), as filed with the Securities and Exchange
Commission on August 28, 2015 (Accession No. 0000276776-15-000085) is
incorporated herein by reference.
3. Pioneer Government Income Fund's Statement of Additional Information
dated December 1, 2015, as supplemented (File No. 333-126384 and 811-21781),
as filed with the Securities and Exchange Commission on November 23, 2015
(Accession No. 0001331854-15-000035) is incorporated herein by reference.
4. Pioneer Government Income Fund's Annual Report for the fiscal year ended
July 31, 2015 (File No. 811-21781), as filed with the Securities and Exchange
Commission on September 29, 2015 (Accession No. 0001288255-15-000016) is
incorporated herein by reference.
2
ADDITIONAL INFORMATION ABOUT
EACH PIONEER FUND
Additional information about each Pioneer Fund can be found in the most
recent Statement of Additional Information of each Pioneer Fund, which is
incorporated by reference into this registration statement.
PRO FORMA COMBINED FINANCIAL STATEMENTS
No pro forma combined financial statements have been prepared relating to
the reorganization of Pioneer Government Income Fund into Pioneer Bond Fund
because the net asset value of Pioneer Government Income Fund does not exceed
10 percent of the Pioneer Bond Fund's net asset value as measured as of
November 30, 2015, which is within 30 days prior to the filing of this
registration statement.
3
PART C
OTHER INFORMATION
PIONEER BOND FUND
ITEM 15. INDEMNIFICATION
No change from the information set forth in Item 30 of the most recently filed
Registration Statement of Pioneer Bond Fund (the "Registrant") on Form N-1A
under the Securities Act of 1933 and the Investment Company Act of 1940 (File
Nos. 002-62436 and 811-02864), as filed with the Securities and Exchange
Commission on October 28, 2015 (Accession No. 0000276776-15-000106), which
information is incorporated herein by reference.
ITEM 16. EXHIBITS
(1)(a) Amended and Restated Agreement and Declaration of Trust (7)
(1)(b) Amendment to Amended and Restated Agreement and Declaration of (8)
Trust
(1)(c) Schedule A and Schedule B to Amended and Restated Agreement and (12)
Declaration of Trust
(1)(d) Certificate of Trust (1)
(2) Amended and Restated By-Laws (7)
(3) Not applicable
(4) Form of Agreement and Plan of Reorganization (*)
(5) Reference is made to Exhibits (1) and (2) hereof
(6)(a) Amended and Restated Management Agreement (November 12, 2013) (11)
(6)(b) Expense Limit Agreement (12)
(7)(a) Underwriting Agreement (2)
(7)(b) Dealer Sales Agreement (6)
(8) Not applicable
(9)(a) Custodian Agreement between the Trust and Brown Brothers (5)
Harriman & Co.
(9)(b) Amended Appendix A to Custodian Agreement (December 10, 2014) (12)
(10)(a) Amended and Restated Pioneer Funds Distribution Plan (12)
(November 10, 2014)
(10)(b) Class R Service Plan (4)
(10)(c) Multi-Class Plan Pursuant to Rule 18f-3 (10)
(11) Opinion of Counsel (legality of securities being offered) (**)
(12) Form of opinion as to tax matters and consent (**)
(13)(a) Investment Company Service Agreement (5)
(13)(b) Amendment No. 8 to Master Investment Company Service Agreement (12)
(December 10, 2014)
(13)(c) Amended and Restated Administration Agreement (August 1, 2014) (12)
(13)(d) Administrative Agency Agreement (March 5, 2012) (9)
(13)(e) Appendix A to Administrative Agency Agreement (December 10, 2014) (12)
(14) Consent of Independent Registered Public Accounting Firm (**)
(15) Not applicable
(16) Powers of Attorney (**)
(17)(a) Code of Ethics of the Pioneer Funds, Pioneer Funds Distributor, (11)
Inc., Pioneer Institutional Asset Management, Inc., and Pioneer
Investment Management, Inc. (September 20, 2013)
(17)(b) Prospectus of Pioneer Bond Fund dated November 1, 2015, as (**)
supplemented, and Statement of Additional Information of Pioneer
Bond Fund dated November 1, 2015, as supplemented.
(17)(c) Prospectus of Pioneer Government Income Fund dated December 1, (**)
2015, as supplemented, and Statement of Additional Information
of Pioneer Government Income Fund dated December 1, 2015, as
supplemented.
(17)(d) Annual Report of Pioneer Bond Fund for the fiscal year ended (**)
June 30, 2015.
(17)(e) Annual Report of Pioneer Government Income Fund for the fiscal (**)
year ended July 31, 2015.
(1) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 28 to the Registrant's Registration Statement
(File No. 2-62436) with the Securities and Exchange Commission (the "SEC") on
May 14, 1999 (Accession No. 0000276776-99-000013).
(2) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 34 to the Registrant's Registration Statement with
the SEC on October 29, 2001 (Accession No. 0000276776-01-500036).
(3) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 35 to the Registrant's Registration Statement with
the SEC on October 29, 2002 (Accession No. 0000276776-03-000002).
(4) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 36 to the Registrant's Registration Statement with
the SEC on February 24, 2003 (Accession No. 0000276776-03-000002).
(5) Previously filed. Incorporated herein by reference from the exhibits filed
with the Post-Effective Amendment No. 42 to the Registrant's Registration
Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC
on October 27, 2006 (Accession No. 0000276776-06-000037).
(6) Previously filed. Incorporated herein by reference from the exhibits filed
with the Post-Effective Amendment No. 43 to the Registrant's Registration
Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC
on July 3, 2007 (Accession No. 0000276776-07-000075).
(7) Previously filed. Incorporated herein by reference from the exhibits filed
with the Post-Effective Amendment No. 45 to the Registrant's Registration
Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC
on October 27, 2008 (Accession No. 0000276776-08-000052).
(8) Previously filed. Incorporated herein by reference from the exhibits filed
with the Post-Effective Amendment No. 48 to the Registrant's Registration
Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC
on October 28, 2010 (Accession No. 0000276776-10-000023).
(9) Previously filed. Incorporated herein by reference from the exhibits filed
with the Post-Effective Amendment No. 51 to the Registrant's Registration
Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC
on October 26, 2012 (Accession No. 0000276776-12-000032).
(10) Previously filed. Incorporated herein by reference from the exhibits filed
with the Post-Effective Amendment No. 53 to the Registrant's Registration
Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC
on December 14, 2012 (Accession No. 0000276776-12-000042).
(11) Previously filed. Incorporated herein by reference from the exhibits filed
with the Post-Effective Amendment No. 57 to the Registrant's Registration
Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC
on October 1, 2014 (Accession No. 0000276776-14-000098).
(12) Previously filed. Incorporated herein by reference from the exhibits filed
with the Post-Effective Amendment No. 58 to the Registrant's Registration
Statement on Form N-1A (File Nos. 2-62436 and 811-02864) as filed with the SEC
on October 28, 2015 (Accession No. 0000276776-15-000106).
(*) Attached as Exhibit A to the combined Information Statement/Prospectus
(**) Filed herewith.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is part of this
Registration Statement by any person or party which is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the
reoffering prospectus will contain the information called for by the applicable
registration form for the reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the Registration
Statement and will not be used until the amendment is effective, and that, in
determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees that it shall file a final executed
version of the legal and consent opinion as to tax matters as an exhibit to the
subsequent post-effective amendment to its registration statement on Form N-14
filed with the SEC upon the closing of the reorganization contemplated by this
Registration Statement on Form N-14.
(4) Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by 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.
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement on
Form N-14 has been signed on behalf of the Registrant, in the City of Boston and
the Commonwealth of Massachusetts, on the 22nd day of December, 2015.
PIONEER BOND FUND
By: /s/ Lisa M. Jones
--------------------------
Name: Lisa M. Jones
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Lisa M. Jones President (Principal Executive Officer) December 22, 2015
-------------------------
Lisa M. Jones
/s/ Mark E. Bradley Treasurer (Principal Financial and Accounting December 22, 2015
------------------------- Officer)
Mark E. Bradley
/s/ David R. Bock* Trustee December 22, 2015
-------------------------
David R. Bock
/s/ Benjamin M. Friedman* Trustee December 22, 2015
-------------------------
Benjamin M. Friedman
/s/ Margaret B.W. Graham* Trustee December 22, 2015
-------------------------
Margaret B.W. Graham
/s/ Thomas J. Perna* Chairman of the Board and Trustee December 22, 2015
-------------------------
Thomas J. Perna
/s/ Marguerite A. Piret* Trustee December 22, 2015
-------------------------
Marguerite A. Piret
/s/ Fred J. Ricciardi* Trustee December 22, 2015
-------------------------
Fred J. Ricciardi
/s/ Kenneth J. Taubes* Trustee December 22, 2015
-------------------------
Kenneth J. Taubes
* By: /s/ Christopher J. Kelley
---------------------------------------
Christopher J. Kelley, Attorney-in-Fact
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
----------- -----------
(11) Opinion of Counsel (legality of securities being offered)
(12) Form of opinion as to tax matters and consent
(14) Consent of Independent Registered Public Accounting Firm
(16) Powers of Attorney
(17)(b) Prospectus of Pioneer Bond Fund dated November 1, 2015, as
supplemented, and Statement of Additional Information of Pioneer
Bond Fund dated November 1, 2015, as supplemented.
(17)(c) Prospectus of Pioneer Government Income Fund dated December 1,
2015, as supplemented, and Statement of Additional Information of
Pioneer Government Income Fund dated December 1, 2015, as
supplemented.
(17)(d) Annual Report of Pioneer Bond Fund for the fiscal year ended
June 30, 2015.
(17)(e) Annual Report of Pioneer Government Income Fund for the fiscal
year ended July 31, 2015.