As filed with the Securities and Exchange Commission on May 9, 2005
File No. 333-_______
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 SERIES TRUST II
(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)
Dorothy E. Bourassa, Esq.
Pioneer Investment Management, Inc.
60 State Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copies to: David C. Phelan, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
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 the
Registrant.
It is proposed that this filing will become effective on June 8, 2005 pursuant
to Rule 488 under the Securities Act of 1933.
IMPORTANT INFORMATION
Dear Shareholder:
I am writing to ask that you vote in favor of an important proposal
that will affect your investment in Pioneer Strategic Growth Fund (formerly,
Pioneer Papp Strategic Growth Fund) ("your fund" or "Strategic Growth Fund").
Your fund's investment adviser, Pioneer Investment Management, Inc., manages two
mutual funds that focus on long-term capital growth, your fund and Pioneer
Growth Leaders Fund (formerly, Pioneer Papp Stock Fund) ("Growth Leaders Fund").
The enclosed combined prospectus/proxy statement contains information about a
proposal to reorganize your fund into Growth Leaders Fund. If approved, you
would become a shareholder of Growth Leaders Fund and would receive shares of
Growth Leaders Fund equal in value to the value of your shares in Strategic
Growth Fund. Growth Leaders Fund would be the legal, accounting and performance
survivor of the reorganization, with that fund's investment strategy, policies
and overall structure being retained. The result will be that you become a
shareholder of a fund the investment goals and focus of which are substantially
similar to your fund, but which is substantially larger in size. Our hope is
that a larger asset base will enable the fund to invest more efficiently and to
have the potential to realize expense savings in the future. Your fund is
selling its assets to Growth Leaders Fund and, consequently, Growth Leaders Fund
will be the legal entity that continues after the reorganization.
WHY IS THE REORGANIZATION BEING PROPOSED?
The trustees of your fund believe that reorganizing your fund into Growth
Leaders Fund offers you potential benefits, including the opportunity to be part
of a combined fund with a larger asset size that may be better positioned in the
market to increase asset size and achieve economies of scale. The larger
portfolio of the combined funds may enable the fund to hold larger positions in
individual securities and, consequently, achieve better net prices on securities
trades. In addition, each fund incurs substantial operating costs for insurance,
accounting, legal, and custodial services. The combination of the funds is not
expected to reduce expenses (net of expense limitation) immediately but should
reduce gross expenses and increase the potential for cost savings in the future
as the fixed expenses are spread over a larger pool of assets, reducing expenses
on a per share basis.
YOUR VOTE MATTERS
After careful consideration, your fund's trustees have unanimously
approved the reorganization of Strategic Growth Fund into Growth Leaders Fund.
The enclosed combined prospectus/proxy statement contains further explanation
and important details about the reorganization, which I strongly encourage you
to read before voting. If approved by the shareholders, the reorganization is
scheduled to take place at the close of business on July 15, 2005.
Your vote makes a difference, no matter what the size of your
investment. Please review the enclosed proxy materials and submit your vote
promptly to help us avoid the need for additional mailings. For your
convenience, you may vote one of three ways: via telephone by calling
1-800-622-3265; via mail by returning the enclosed voting card; or via the
Internet by visiting www.pioneerinvest.com and selecting the shareholder
entryway. If you have any questions or need additional information, please
contact a Pioneer Customer Service Representative at 1-800-622-3265 between 8:00
a.m. and 7:00 p.m. (Eastern time). I thank you for your prompt vote on this
matter.
Sincerely,
Osbert Hood
President and Chief Executive Officer
Pioneer Investment Management, Inc.
PIONEER SERIES TRUST II
On behalf of its Series:
Pioneer Strategic Growth Fund
("your fund" or "Strategic Growth Fund")
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR JULY 12, 2005
This is the formal agenda for your fund's shareholder meeting. It
tells you what matters will be voted on and the time and place of the meeting,
in case you want to attend in person.
A special shareholder meeting for your fund will be held at the
offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, 26th
Floor, Boston, Massachusetts on July 12, 2005, at 1:00 p.m., Boston time, to
consider the following:
1 A proposal to approve an Agreement and Plan of Reorganization between your
fund and Pioneer Growth Leaders Fund ("Growth Leaders Fund"), each a
separate series of Pioneer Series Trust II (the "Trust"). Under this
Agreement and Plan of Reorganization, your fund will transfer all of its
assets to Growth Leaders Fund in exchange for Class A, B and C shares of
Growth Leaders Fund. Class A, B and C shares of Growth Leaders Fund will
be distributed to your fund's shareholders in proportion to their Class A,
B and C holdings on the reorganization date. Growth Leaders Fund also
will assume your fund's liabilities. Your fund will then be dissolved.
2 Any other business that may properly come before the meeting.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
Shareholders of record as of the close of business on June 3,
2005 are entitled to vote at the meeting and any related follow-up
meetings.
By Order of the Board of Trustees,
Dorothy E. Bourassa, Secretary
Boston, Massachusetts
June 10, 2005
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY.
PIONEER SERIES TRUST II
PROXY STATEMENT OF
PIONEER STRATEGIC GROWTH FUND
PROSPECTUS FOR
CLASS A, CLASS B AND CLASS C SHARES OF
PIONEER GROWTH LEADERS FUND
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
This combined prospectus/proxy statement contains information you
should know before voting on the proposed reorganization of your fund into
Growth Leaders Fund. Please read it carefully and retain it for future
reference.
How the Reorganization Will Work
o Your fund will transfer all of its assets to Growth Leaders Fund.
Growth Leaders Fund will assume your fund's liabilities.
o Growth Leaders Fund will issue Class A, Class B and Class C
shares to your fund in amounts equal to the value of your fund's net
assets attributable to its Class A, Class B and Class C
shares, respectively. These shares will be distributed to each
shareholder of your fund in proportion to their holdings of the
respective class of shares on the reorganization date and shareholders
will become shareholders of Growth Leaders Fund.
o Your fund will be dissolved following the closing of the
reorganization.
o The reorganization is intended to result in no income, gain or loss
for federal income tax purposes to Growth Leaders Fund, your fund or
the shareholders of your fund.
Why Your Fund's Trustees Recommend the Reorganization
The trustees of your fund believe that reorganizing your fund into
Growth Leaders Fund that will have substantially similar investment policies and
greater assets offers you potential benefits. These potential benefits and
considerations include:
o The opportunity to be part of a fund with substantially greater assets
that may be better positioned in the market to further increase asset
size and achieve economies of scale. Economies of scale have potential
benefits to the fund in two ways. First, a larger fund, which trades
in larger blocks of stock, will be able to hold larger positions in
individual securities and, consequently, have an enhanced ability to
achieve better net prices on securities trades. In addition, each fund
incurs substantial operating costs for insurance, accounting, legal,
and custodial services. The combination of the funds resulting from
the reorganization may spread fixed expenses over a larger asset base,
potentially contributing to a lower expense ratio in the long term
than your fund would achieve separately; and
o Continuity of portfolio management and a substantially similar
portfolio composition.
Therefore, your fund's trustees recommend that you vote FOR the reorganization.
Shares of Growth Leaders Fund are not deposits or obligations of, or
guaranteed or endorsed by, any bank or other depository institution. These
shares are not federally insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board or any other government agency.
Shares of Growth Leaders Fund have not been approved or disapproved by
the Securities and Exchange Commission (the "SEC"). The SEC has not passed upon
the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
Where to Get More Information
Your fund's most recent Class A, Class B and On file with the SEC and available at no charge by
Class C shares prospectus calling our toll-free number: 1-800-225-6292. The
dated May 1, 2005, and any prospectuses are incorporated by reference into this
applicable supplements. combined prospectus/proxy statement.
Your fund's statement of additional information On file with the SEC and available at no charge by
("SAI") dated May 1, 2005. It contains calling our toll-free number: 1-800-225-6292. The SAI
additional information about your fund. is incorporated by reference into this combined
prospectus/proxy statement.
Your fund's annual report to shareholders dated On file with the SEC and available at no charge by
December 31, 2004. calling our toll-free number: 1-800-225-6292. See
"Available Information." The annual report is
incorporated by reference into this combined
prospectus/proxy statement.
Growth Leaders Fund's most recent Class A, Class On file with the SEC and available at no charge by
B and Class C shares prospectus calling our toll-free number: 1-800-225-6292. The
dated May 1, 2005, and any prospectuses are incorporated by reference into this
applicable supplements combined prospectus/proxy statement.
Growth Leaders Fund's SAI dated May 1, 2005. It On file with the SEC and available at no charge by
contains additional information about Growth calling our toll-free number: 1-800-225-6292. The SAI
Leaders Fund. is incorporated by reference into this combined
prospectus/proxy statement.
Growth Leaders Fund's annual report to On file with the SEC and available at no charge by
shareholders dated December 31, 2004. calling our toll-free number: 1-800-225-6292. The
annual report is incorporated by reference into this
combined prospectus/proxy statement.
A statement of additional information for this On file with the SEC and available at no charge by
joint prospectus/proxy statement, dated calling our toll-free number: 1-800-225-6292. This SAI
June 8, 2005. It contains additional is incorporated by reference into this combined
information about your fund and Growth Leaders prospectus/proxy statement.
Fund.
To ask questions about this combined Call our toll-free telephone number: 1-800-225-6292
prospectus/proxy statement.
The date of this combined prospectus/proxy statement is June 8, 2005.
2
TABLE OF CONTENTS
Page
----
INTRODUCTION [ ]
SUMMARY [ ]
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION [ ]
CAPITALIZATION [ ]
BOARD'S EVALUATION AND RECOMMENDATION [ ]
VOTING RIGHTS AND REQUIRED VOTE [ ]
ADDITIONAL INFORMATION ABOUT THE PIONEER FUNDS [ ]
FINANCIAL HIGHLIGHTS [ ]
INFORMATION CONCERNING THE MEETING [ ]
OWNERSHIP OF SHARES OF THE FUNDS [ ]
EXPERTS [ ]
AVAILABLE INFORMATION [ ]
Exhibit A - Form of Agreement and Plan of Reorganization
Exhibit B - Tax Representation Certificate of Pioneer Growth Leaders Fund
Exhibit C - Tax Representation Certificate of Pioneer Strategic Growth Fund
Exhibit D - Portfolio Management Discussion of Pioneer Strategic Growth Fund and Pioneer
Growth Leaders Fund
3
INTRODUCTION
This combined prospectus/proxy statement is being used by the board of
trustees of your fund to solicit proxies to be voted at a special meeting of
shareholders (the "meeting") of your fund. This meeting will be held at the
offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, 26th
Floor, Boston, Massachusetts 02109 on July 12, 2005 at 1:00 p.m., Boston time.
The purpose of the meeting is to consider a proposal to approve an Agreement and
Plan of Reorganization (the "Agreement"), a form of which is attached here to as
Exhibit A, providing for the reorganization of your fund into Growth Leaders
Fund. This combined proxy statement and prospectus is being mailed to your
fund's shareholders on or about June 10, 2005.
This combined prospectus/proxy statement includes information about
the proposal, including a comparison summary. You should read the entire proxy
statement carefully, including Exhibit A, because they contain details that are
not in the summary.
Who is Eligible to Vote?
Shareholders of record on June 3, 2005 are entitled to attend and
vote at the meeting or any adjourned meeting. Each share is entitled to one
vote. Shares represented by properly executed proxies, unless revoked before or
at the meeting, will be voted according to shareholders' instructions. If you
sign a proxy but do not fill in a vote, your shares will be voted to approve the
Agreement. If any other business comes before the meeting, your shares will be
voted at the discretion of the persons named as proxies.
4
SUMMARY
The following is a summary of more complete information appearing
later in this combined proxy statement/prospectus or incorporated herein. You
should read carefully the entire proxy statement, including the Agreement
attached as Exhibit A because they contain details that are not in the summary.
In the table below, if a row extends across the entire table, the
policy disclosed applies to both your fund and Growth Leaders Fund.
The principal difference between the two funds is your fund's greater
emphasis upon U.S. issuers with substantial international operations. The two
funds have the same portfolio management teams and investment objectives.
Comparison of Strategic Growth Fund and Growth Leaders Fund
Strategic Growth Fund Growth Leaders Fund
--------------------- -------------------
Business A diversified series of Pioneer Series A diversified series of Pioneer Series
Trust II, an open-end investment Trust II, an open-end investment
management company organized as a management company organized as a
Delaware statutory trust. Delaware statutory trust.
Net assets, as of $33.55 million $35.69 million
March 31, 2005
Investment adviser Investment adviser:
and portfolio managers Pioneer Investment Management, Inc. ("Pioneer")
Investment subadviser:
L. Roy Papp & Associates, LLP ("Papp")
Portfolio Managers:
L. Roy Papp, Chairman and Director (since 1989) of Papp; Rosellen C. Papp, CFA,
Vice President, Treasurer and Director (since 1989) of Papp
Pioneer retains the ultimate responsibility to oversee the subadviser and may,
subject only to the approval of the board of trustees of Pioneer Series Trust II,
hire, terminate and replace the subadviser without shareholder approval. Pioneer
has no current intention to replace Papp as subadviser for Growth Leaders Fund.
Investment objective Each fund seeks long-term capital growth. The investment objective of each fund is
fundamental and cannot be changed without shareholder approval.
Primary investments Under normal market conditions, the fund Under normal market conditions, the fund
invests at least 80% of its net assets invests at least 80% of its net assets
(plus the amount of borrowings, if any, (plus the amount of borrowings, if any,
for investment purposes) in equity for investment purposes) in common and
securities of U.S. issuers, with an preferred stocks and securities
emphasis on securities traded in the convertible into stocks, with an
U.S. of issuers that Papp believes have emphasis on mid and large capitalization
substantial international activities. issuers traded in the U.S. However, the
The fund may invest up to 20% of its fund may invest in issuers of any
assets in equity securities of foreign capitalization.
companies that are traded in U.S.
markets. The fund may invest up to 20% of its
total assets in equity and debt
For purposes of the fund's investment securities of non-U.S. corporate issuers
policies, equity securities include and debt securities of non-U.S.
common stocks, convertible debt and government issuers. The fund will not
other equity instruments, such as invest most than 5% of its total assets
depositary receipts, warrants, rights in the securities of emerging market
and preferred stocks. issuers.
Investment strategies Each fund uses a "growth" style of management and seeks to invest in issuers with
above average potential for earnings growth. Papp evaluates an issuer's prospects
for capital
5
Strategic Growth Fund Growth Leaders Fund
--------------------- -------------------
appreciation by considering, among other factors, growth over extended periods of
time, profitability created through operating efficiency rather than financial
leverage, and whether cash flows confirm the sustainability of growth.
Papp follows a "buy and hold" strategy. Once a security is purchased, each fund
ordinarily retains an investment so long as Papp continues to believe that the
security's prospects for appreciation continue to be favorable and that the
security is not overvalued in the marketplace. Papp does not attempt to time the
market.
Temporary defensive Normally, each fund invests substantially all of its assets to meet its investment
strategies objective. Each fund may invest the remainder of its assets in securities with
remaining maturities of less than one year, cash equivalents or may hold cash. For
temporary defensive purposes, including during periods of unusual cash flows, each
fund may depart from its principal investment strategies and invest part or all of
its assets in these securities or may hold cash. Each fund intends to adopt a
defensive strategy when Papp believes securities in which the fund normally invests
have extraordinary risks due to political or economic factors and in other
extraordinary circumstances.
Debt securities The fund may invest up to 20% of its The fund may invest the balance of its
total assets in debt securities. The assets in debt securities of corporate
debt securities may be issued by U.S. and government issuers. Generally the
corporate and government issuers. fund acquires debt securities that are
Generally the fund acquires debt investment grade, but the fund may
securities that are investment grade, invest up to 5% of its net assets in
but the fund may invest up to 5% of its below investment grade debt securities
net assets in below investment grade issued by both U.S. and non-U.S.
debt securities issued by U.S. corporate corporate and government issuers,
and government issuers, including below including below investment grade
investment grade convertible debt convertible debt securities. The fund
securities. The fund invests in debt invests in debt securities when Papp
securities when Papp believes they are believes they are consistent with the
consistent with the fund's investment fund's investment objective of capital
objective of capital appreciation, to appreciation, to diversify the fund's
diversify the fund's portfolio or for portfolio or for greater liquidity.
greater liquidity.
Short-term trading Neither fund usually trades for short-term profits. A 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.
Derivatives Each fund may use futures and options on securities, indices and currencies,
forward foreign currency exchange contracts and other derivatives. 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. Although there is no specific limitation on investment in
derivatives, neither fund uses derivatives as a primary investment technique and
generally limits their use to hedging. However, a fund may use derivatives for a
variety of non-principal purposes, including:
o As a hedge against adverse changes in stock market prices, interest rates or
currency exchange rates
o As a substitute for purchasing or selling securities
o To increase the fund's return as a non-hedging strategy that may be considered
speculative
Classes of Shares
--------------------------------------------------------------------------------
Strategic Growth Fund Growth Leaders Fund
------------------------------------------------ -------------------
Class A The Class A shares of both funds have the same characteristics and fee structure.
sales o Class A shares are offered with initial sales charges up to 5.75% of the offering price, which is
charges and reduced or waived for large purchases and certain types of investors. At the time of your purchase,
distribution your investment firm may receive a commission from Pioneer Funds Distributor, Inc. ("PFD"), the
and service funds' distributor, of up to 5% declining as the size of your investment increases.
(12b-1) fees o There are no contingent deferred sales charges, except in certain circumstances when the initial
sales charge is waived.
6
Classes of Shares
--------------------------------------------------------------------------------
Strategic Growth Fund Growth Leaders Fund
------------------------------------------------ -------------------
o Class A shares are subject to distribution and service fees of up to 0.25% of average daily net
assets. These fees are paid out of a fund's assets on an ongoing basis. Over time these fees will
increase the cost of investments and may cost more than other types of sales charges.
Class B The Class B shares of both funds have the same characteristics and fee structure.
sales o Class B shares are offered without an initial sales charge, but are subject to contingent deferred
charges and sales charges of up to 4% if you sell your shares. The charge is reduced over time and is not charged
distribution after five years. Your investment firm may receive a commission from PFD, the funds' distributor, at
and service the time of your purchase of up to 4%.
(12b-1) fees o Class B shares are subject to distribution and service fees of up to 1% of average daily net
assets. Both of these fees are paid out of a fund's assets on an ongoing basis. Over time these fees
will increase the cost of investments and may cost more than other types of sales charges.
Class C The Class C shares of both funds have the same characteristics and fee structure.
sales o Class C shares are offered without an initial sales charge.
charges and o Class C shares are subject to a contingent deferred sales charge of 1% if you sell your shares
distribution within one year of purchase. Your investment firm may receive a commission from PFD at the time of
and service your purchase of up to 1%.
(12b-1) fees o Class C shares are subject to distribution and service fees of up to 1% of average daily net
assets. These fees are paid out of a fund's assets on an ongoing basis. Over time these fees will
increase the cost of investments and may cost more than other types of sales charges.
Buying, Selling and Exchanging Class A, Class B, and Class C Shares
----------------------------------------------------------------------------
Strategic Growth Fund Growth Leaders Fund
-------------------------------------------- -------------------
Buying shares You may buy shares from any investment firm that has a sales agreement with PFD, the
fund's distributor. You can buy shares at the offering price. You may use securities
you own to purchase shares of the fund provided that Pioneer, in its sole discretion,
determines that the securities are consistent with the fund's objective and policies and
their acquisition is in the best interests of the fund.
If you have an existing non-retirement account, you may purchase shares of the fund by
telephone or online. Certain IRAs also may use the telephone purchase privilege.
Minimum initial Your initial investment must be at least $1,000. Additional investments must be at least
investment $100 for Class A shares and $500 for Class B or 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.
Maximum purchase Purchases of fund shares are limited to $49,999 for Class B shares and $999,999 for
amounts Class C shares. These limits are applied on a per transaction basis.
Exchanging shares You may 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 shares 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
7
ultimately sell your shares, the date of your original purchase will determine your
contingent deferred sales charge. An exchange generally is treated as a sale and a new
purchase of shares for federal income tax purposes.
After you establish an eligible fund account, you can exchange fund shares by telephone
or online.
Selling shares Your shares will be sold at net asset value per share next calculated after the fund
receives your request in good order. If the shares you are selling are subject to a
deferred sales charge, it will be deducted from the sale proceeds.
If you have an eligible non-retirement account, you may sell up to $100,000 per account
per day by telephone or online. You may sell fund shares held in a retirement plan
account by telephone only if your account is an eligible IRA (tax penalties may apply).
Net asset value The funds' net value is the value of its portfolio of securities plus any other assets
minus its operating expenses and any other liabilities. The fund calculates a net asset
value for each class of shares every day the New York Stock Exchange is open when
regular trading closes (normally 4:00 p.m. Eastern time).
You buy or sell shares at the share price. When you buy Class A shares, you pay an
initial sales charge unless you qualify for a waiver or reduced sales charge. When you
sell Class B or Class C shares, you may pay a contingent deferred sales charge depending
on how long you have owned your shares.
Comparison of Principal Risks of Investing in the Funds
Because each fund has substantially similar investment objectives,
investment policies and strategies, the funds are subject to some of the same
principal risks. You could lose money on your investment in the funds or not
make as much as if you invested elsewhere if:
o The stock market goes down (this risk may be greater in the short
term);
o Growth stocks fall out of favor with investors;
o Papp's judgment about the attractiveness, growth potential or
potential appreciation of a particular stock proves to be incorrect.
Growth Leaders Fund also has risks associated with investing in
mid-cap companies. Compared to large cap companies, mid-cap companies, and the
market for their equity securities, are likely to be more sensitive to changes
in the economy, earnings results and investor expectations.
You could lose money on your investment in the Strategic Growth Fund
or Growth Leaders Fund if securities of non-U.S. issuers or U.S. issuers with
substantial international operations fall out of favor with investors. Investing
in these issuers may involve unique risks. 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 Adverse effect of currency exchange rates or controls on the value of
the fund's investments
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 or social developments may adversely affect the
securities markets.
o Withholding and other non-U.S. taxes may decrease the fund's return.
Investing in the securities of U.S. issuers with substantial foreign
activities may also involve many of these risks.
Investments in the funds are not bank deposits and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money by investing in either fund. The funds may invest
in fewer than 40 securities and, as a result, each fund's performance may be
more volatile than the performance of funds holding more securities.
Other Consequences of the Reorganization
Tax Status of the Reorganization
The reorganization is not intended to result in income, gain or loss
for U.S. federal income tax purposes. For federal income tax purposes, you will
not recognize gain or loss upon the exchange of your shares of your fund solely
for shares of Growth Leaders Fund as part of the reorganization. The basis of
Growth Leaders Fund shares
9
received by you in the reorganization will be the same as the basis of the
shares of your fund you surrender in exchange. The tax holding period of Growth
Leaders Fund shares you receive will include the tax holding period of the
shares of your fund that you surrender in exchange, provided that the shares of
your fund were held by you as capital assets on the date of the exchange.
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. See "Proposal to Approve the Agreement and
Plan of Reorganization - Tax Status of the Reorganization."
The Funds' Fees and Expenses
Shareholders of both funds pay various fees and expenses, either
directly or indirectly. Your fund and Growth Leaders Fund each pay monthly
management fees equal to the following annual percentages of average daily net
assets:
Fund Asset Breakpoints Management Fee
- ---------------------- --------------
Up to $1 billion 0.75%
Over $1 billion 0.70%
Pioneer, and not the funds, pays a portion of the fees it receives
from the funds to Papp as compensation for Papp's subadvisory services to the
funds.
The annual management fee rate payable by Growth Leaders Fund is the
same as the rate paid by your fund. Both funds also pay the same Rule 12b-1 fee
for each share class. As discussed below, the estimated ("pro forma") expenses
attributable to Class A shares of the combined fund after the contractual
expense limitation would be 1.25% of average daily net assets, which is your
fund's current contractual expense limitation for Class A shares (with the Class
B and Class C shares' expenses proportionately reduced). Although the net
expenses of Class B shares would moderately increase on a pro forma basis, the
gross expenses attributable to Class B shares would decrease after the
reorganization. In the case of Class C shares, both gross and net expenses would
increase on a pro forma basis. However, with respect to both Class B and C
shares, the projected expense ratios are largely due to the small amount of
assets attributable to those classes. If the reorganization increases the
prospect of the combined fund attracting additional assets, it is anticipated
that the pro forma expense ratio for the Class B and C shares will decrease with
asset growth.
The tables below show the fees and expenses that you would pay if you
were to buy and hold shares of each fund. The expenses in the tables appearing
below are based on (i) for your fund, the expenses of your fund for the
twelve-month period ended December 31, 2004, and (ii) for Growth Leaders Fund,
the expenses of Growth Leaders Fund for the twelve-month period ended December
31, 2004. Future expenses for all share classes may be greater or less. The
tables also show the pro forma expenses of the combined fund assuming the
reorganization occurred on December 31, 2004.
Combined Combined Combined
Fund Fund Fund
(Pro Forma (Pro Forma (Pro Forma
for the 12 for the 12 for the 12
Strategic Growth months Strategic Growth months Strategic Growth months
Growth Leaders ended Growth Leaders ended Growth Leaders ended
Fund Fund 12/31/2004) Fund Fund 12/31/2004) Fund Fund 12/31/2004)
--------- ------- ---------- --------- ------- ----------- --------- ------- ----------
Shareholder
transaction
fees (paid
directly from
your investment) Class A Class A Class A Class B Class B Class B Class C Class C Class C
Maximum sales
charge
(load) when
you buy shares
as a percentage
of offering price 5.75% 5.75% 5.75% None None None None None None
10
Combined Combined Combined
Fund Fund Fund
(Pro Forma (Pro Forma (Pro Forma
for the 12 for the 12 for the 12
Strategic Growth months Strategic Growth months Strategic Growth months
Growth Leaders ended Growth Leaders ended Growth Leaders ended
Fund Fund 12/31/2004) Fund Fund 12/31/2004) Fund Fund 12/31/2004)
--------- ------- ---------- --------- ------- ----------- --------- ------- ----------
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 (1) None (1) 4% 4% 4% 1% 1% 1%
Redemption fee as a
percentage of amount
redeemed, if
applicable None None None None None None None None None
Annual fund
operating expenses
(deducted from
fund assets) as
a % of average daily
net assets Class A Class A Class A Class B Class B Class B Class C Class C Class C
Management Fee 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
Distribution and
Service (12b-1) Fee 0.25% 0.25% 0.25% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Other Expenses 0.61% 0.49% 0.39% 1.44% 1.73% 1.35% 1.61% 2.36% 1.65%
Total Annual Fund
Operating Expenses(2) 1.61% 1.49% 1.39% 3.19% 3.48% 3.10% 3.36% 4.11% 3.40%
Less: Fee Waiver and
Expense Limitation(3) -0.36% -0.24% -0.14% -0.48% -0.30% -0.14% -0.47% -0.31% -0.14%
Net Expenses 1.25% 1.25% 1.25% 2.71% 3.18% 2.96% 2.89% 3.80% 3.26%
Combined
Fund
Growth (Pro Forma
Leaders for the 12 months
Strategic Growth Fund Fund ended 12/31/2004)
--------------------- ------- -----------------
Shareholder transaction fees (paid directly
from your investment) Class R Class R Class R
Maximum sales charge (load) when you buy shares
as a percentage of offering price 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 None None None
Redemption fee as a percentage of amount
redeemed, if applicable None None None
Annual fund operating expenses (deducted from
fund assets) as a % of average daily net assets Class R Class R Class R
Management Fee 0.75% 0.75% 0.75%
Distribution and Service (12b-1) Fee 0.50% 0.50% 0.50%
11
Combined
Fund
Growth (Pro Forma
Leaders for the 12 months
Strategic Growth Fund Fund ended 12/31/2004)
--------------------- ------- -----------------
Other Expenses 4.17% 3.31% 3.46%
Total Annual Fund Operating Expenses(2) 5.42% 4.56% 4.71%
Less: Fee Waiver and Expense Limitation(3) -0.49% -0.36% -0.14%
Net Expenses 4.93% 4.20% 4.57%
- -------------------------
(1) Purchases of $1 million or more and purchases by participants in certain
group plans are not subject to an initial sales charge but may be subject to a
contingent deferred sales charge of 1%.
(2) The funds' total annual operating expenses in the table have not been
reduced by any expense offset arrangements.
(3) The expenses in the table above reflect the expense limitation in effect
through the fiscal year ending December 31, 2006 under which Pioneer has
contractually agreed not to impose all or portion of its management fee and, if
necessary, to limit other ordinary operating expenses to the extent required to
reduce Class A expenses to 1.25% of the average daily net assets attributable to
Class A shares; the portion of fund expenses attributable to Class B and Class C
shares will be reduced only to the extent such expenses are reduced
for Class A shares. Any differences in the fee waiver and expense limitation
among classes result from rounding in the daily calculation of a class' net
assets and expense limitation, which may exceed 0.01% annually. There can be no
assurance that Pioneer will extend the expense limitations in the future.
The hypothetical examples below help you compare the cost of investing in
each fund. It assumes that: (a) you invest $10,000 in each fund for the time
periods shown, (b) you reinvest all dividends and distributions, (c) your
investment has a 5% return each year, (d) each fund's gross operating expenses
remain the same and (e) the expense limitation for your fund is in effect until
December 31, 2006. Pro forma expenses are included assuming a reorganization
with your fund and Growth Leaders Fund. The examples are for comparison purposes
only and are not a representation of either fund's actual expenses or returns,
either past or future.
Number of years
you own your Combined Fund
shares Strategic Growth Fund Growth Leaders Fund (Pro Forma)
- -----------------------------------------------------------------------------
Class A -- assuming redemption at end of period
Year 1 $ 695 $ 695 $ 695
Year 3 $ 986 $ 973 $ 963
Year 5 $1,335 $1,297 $1,266
Year 10 $2,317 $2,212 $2,124
Class A -- assuming no redemption
Year 1 $ 695 $ 695 $ 695
Year 3 $ 986 $ 973 $ 963
Year 5 $1,335 $1,297 $1,266
Year 10 $2,317 $2,212 $2,124
Class B -- assuming redemption at end of period
Year 1 $ 674 $ 721 $ 699
Year 3 $1,191 $1,311 $1,230
12
Year 5 $1,683 $1,855 $1,700
Year 10 $3,057 $3,264 $2,990
Class B -- assuming no redemption
Year 1 $ 274 $ 321 $ 299
Year 3 $ 891 $1,011 $ 930
Year 5 $1,583 $1,755 $1,600
Year 10 $3,057 $3,264 $2,990
Class C -- assuming redemption at end of period
Year 1 $ 392 $ 482 $ 429
Year 3 $ 943 $1,192 $1,018
Year 5 $1,667 $2,049 $1,745
Year 10 $3,583 $4,259 $3,666
Class C -- assuming no redemption
Year 1 $ 292 $ 382 $ 329
Year 3 $ 943 $1,192 $1,018
Year 5 $1,667 $2,049 $1,745
Year 10 $3,583 $4,259 $3,666
Comparison of Fund Performance
Set forth below is performance information for each fund. The following
performance information indicates some of the risks of investing in each fund.
Pursuant to an agreement and plan of reorganization, each fund acquired all of
the assets and liabilities reflected in the net assets of Papp America-Abroad
Fund (the predecessor fund to Strategic Growth Fund) and Papp Stock Fund (the
predecessor fund to Growth Leaders Fund) on February 20, 2004 (the "2004
Reorganizations"). In the 2004 Reorganizations, each predecessor fund exchanged
all of its assets for Class A shares of Strategic Growth Fund and Growth Leaders
Fund. Each predecessor fund offered only one class of shares, which was most
similar to Class A shares of the Strategic Growth Fund and Growth Leaders Fund.
As a result of the 2004 Reorganizations, Strategic Growth Fund and Growth
Leaders Fund were the accounting successors of the predecessor funds. Strategic
Growth Fund's and Growth Leaders Fund's predecessor funds commenced operations
on December 6, 1991 and November 29, 1989, respectively. From commencement of
operations through the date of the 2004 Reorganizations, Strategic Growth Fund's
and Growth Leaders Fund's subadviser served as investment adviser to the
predecessor funds, which operated as registered investment
13
companies like the funds. The performance of Class A, Class B and Class C
shares of the Strategic Growth Fund and Growth Leaders Fund prior to the 2004
Reorganizations includes the performance of the respective predecessor fund's
Class A shares, which was restated to reflect differences in any applicable
sales charges, Rule 12b-1 fees and service fees (but not other differences in
expenses). These adjustments had the effect of reducing the previously reported
performance of the predecessor funds.
The bar charts show the performance of each fund's Class A shares for each
of the past 10 calendar years. Class B and Class C shares will have
different performance. The chart does not reflect any sales charge you may pay
when you buy or sell fund shares. Any sales charge will reduce your return. The
tables show average annual total return (before and after sales taxes) for each
fund over time for each class of shares (including deductions for sales charges)
compared with a broad-based securities market index. The after-tax returns shown
for each fund are for Class A only; after-tax returns for other classes will
vary. Past performance (before and after taxes) does not indicate future
results.
Growth Leaders Fund's Annual Return Class A Shares*
(Year ended December 31)
`95 32.55
`96 21.56
`97 32.76
`98 26.65
`99 14.72
`00 -6.24
`01 -12.93
`02 -24.16
`03 23.66
`04 0.22
* During the period shown in the bar chart, the fund's highest quarterly return
was 23.39% for the quarter ended December 31, 1998 and the lowest quarterly
return was -17.42% for the quarter ended June 30, 2002.
Strategic Growth Fund's Annual Return Class A Shares*
(Year ended December 31)
`95 36.66
`96 25.61
`97 29.03
`98 23.50
`99 13.77
`00 -8.83
`01 -16.12
`02 -25.22
`03 23.58
`04 -0.53
* During the period shown in the bar chart, the fund's highest quarterly return
was 27.71% for the quarter ended December 31, 1998 and the lowest quarterly
return was -18.06% for the quarter ended June 30, 2002.
14
Average Annual Total Return (as of December 31, 2004)
Since
1 Year 5 Years 10 Years Inception(1)
------- ------- -------- ------------
Growth Leaders Fund
Class A - Before Taxes -5.54% -6.28% 8.44% 8.69%
Class A - After Taxes on Distributions (2) -9.30% -7.04% 8.00% 8.40%
Class A - After Taxes on Distributions and
Sale of Fund Shares (2) 1.12% -5.25% 7.48% 7.87%
Class B - Before Taxes -4.34 -6.04 8.16% 8.24%
Class C - Before Taxes -1.82 -6.12 8.12% 8.20%
Russell 1000 Growth Index (reflects no deduction for
fees, expenses, or taxes) (3) 6.30% -9.29% 9.59% 9.58%
Strategic Growth Fund
Class A - Before Taxes -6.24% -7.90% 7.51% 7.57%
Class A - After Taxes on Distribution(2) -9.05% -8.46% 7.18% 7.32%
Class A - After Taxes on Distributions and
Sale of Fund Shares(2) -0.68% -6.56% 6.63% 6.76%
Class B - Before Taxes -4.93 -7.59 7.29% 7.21%
Class C - Before Taxes -2.02 -7.64 7.25% 7.18%
Russell 1000 Growth Index (reflects no deduction for
fees, expenses, or taxes) (3) 6.30% -9.29% 9.59% 9.20%
- ------------------
(1) Growth Leaders Fund commenced operations on November 29, 1989. The Strategic
Growth Fund commenced operations on December 6, 1991.
(2) 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. Furthermore, the after-tax returns shown are not
relevant to shareholders who hold fund shares through tax-deferred arrangements
such as 401(k) plans or individual retirement accounts. After-tax returns for
Class B and Class C shares will vary from the after-tax returns presented for
Class A shares.
(3) The Russell 1000 Growth Index measures the performance of large-cap U.S.
growth stocks.
The most recent portfolio management discussion of each fund's performance is
attached as Exhibit D.
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION
The Reorganization
o The reorganization is scheduled to occur as of the close of business
on July 15, 2005, but may occur on such later date as the parties may
agree in writing. Your fund will transfer all of its assets to Growth
Leaders Fund and Growth Leaders Fund will assume all of your fund's
liabilities. This will result in the addition of your fund's assets to
Growth Leaders Fund's portfolio. The net asset value of both funds
will be computed as of the close of regular trading on the New York
Stock Exchange on the reorganization date.
o Growth Leaders Fund will issue to your fund Class A shares with an
aggregate net asset value equal to the net assets attributable to your
fund's Class A shares. As part of the liquidation of your fund, these
shares
15
will immediately be distributed to Class A shareholders of record of
your fund in proportion to their holdings on the reorganization date.
As a result, Class A shareholders of your fund will end up as Class A
shareholders of Growth Leaders Fund.
o Growth Leaders Fund will issue to your fund Class B shares with an
aggregate net asset value equal to the net assets attributable to your
fund's Class B shares. As part of the liquidation of your fund, these
shares will immediately be distributed to Class B shareholders of
record of your fund in proportion to their holdings on the
reorganization date. As a result, Class B shareholders of your fund
will end up as Class B shareholders of Growth Leaders Fund.
o Growth Leaders Fund will issue to your fund Class C shares with an
aggregate net asset value equal to the net assets attributable to your
fund's Class C shares. As part of the liquidation of your fund, these
shares will immediately be distributed to Class C shareholders of
record of your fund in proportion to their holdings on the
reorganization date. As a result, Class C shareholders of your fund
will end up as Class C shareholders of Growth Leaders Fund.
o After the shares are issued, your fund will be dissolved.
Agreement and Plan of Reorganization
The shareholders of your fund are being asked to approve the
Agreement, the form of which is attached to this proxy statement as Exhibit A
and incorporated herein by this reference. The description of the Agreement
contained herein, including all the material provisions of the Agreement, is
qualified in its entirety by the attached copy.
Reasons for the Proposed Reorganization
The trustees of your fund believe that the proposed reorganization
will be advantageous to the shareholders of your fund for several reasons. The
trustees considered the following matters, among others, in approving the
proposal.
First, the reorganization would eliminate confusion in the marketplace
caused by having two substantially similar funds and enhancing the potential for
one of the two funds to achieve growth in assets. The combined fund may be
better positioned to attract assets than your fund. After the reorganization,
the combined fund's greater asset size may allow it, relative to your fund, to
(i) obtain better net prices on securities trades, and (ii) reduce per share
expenses as fixed expenses are shared over a larger asset base.
Second, shareholders of your fund will enjoy continuity of portfolio
management. Because Papp is a subadviser to Growth Leaders Fund, the portfolio
management team of your fund will be the same portfolio management team as for
Growth Leaders Fund. Pioneer will oversee Papp as subadviser to Growth Leaders
Fund in accordance with the terms of the Sub-Advisory Agreement.
Third, reflecting the similarity of the funds' investment approach,
Growth Leaders Fund has a performance record that is similar to your fund's
performance record.
Fourth, since the management fee rate is the same for both funds, no
increase in management fee (as a percentage of average daily net assets) will
result from the reorganization. The current and historical total expenses of
Growth Leaders Fund for Class A shares, without giving effect to the expense
limitations of either fund, are lower than your fund's current and historical
expenses for Class A shares. Although the net expenses of Class B shares would
moderately increase on a pro forma basis, the gross expenses attributable to
Class B shares would decrease after the reorganization. In the case of Class C
shares, both gross and net expenses would increase on a pro forma basis.
However, with respect to both Class B and C shares, the projected expense ratios
are largely due to the small amount of assets attributable to those classes. If
the reorganization increases the prospect of the combined fund attracting
additional assets, it is anticipated that the pro forma expense ratio for the
Class B and C shares will
16
decrease with asset growth. Any contingent deferred sales charges applicable to
shares of your fund outstanding at the time of the reorganization will continue
to apply to Growth Leaders Fund shares received by shareholders of your fund in
the reorganization.
The boards of your fund and Growth Leaders Fund considered that each
fund would bear equally half of all of the expenses of the funds associated with
the preparation, printing and mailing of any shareholder communications,
including this combined prospectus/proxy statement, and any filings with the SEC
and other governmental agencies in connection with the reorganization. Pioneer
will bear the balance of these expenses. The boards of both funds estimate that
these expenses in the aggregate will not exceed $60,000.
The boards of both funds considered that the funds' investment adviser
and principal distributor will benefit from the reorganization. For example,
Pioneer and Papp might achieve cost savings from managing one larger fund
compared to managing more than one fund following similar investment policies.
The boards believe, however, that these savings will not amount to a significant
economic benefit to Pioneer, Papp or the principal distributor.
The boards of trustees of both your fund and Growth Leaders Fund 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.
Tax Status of the Reorganization
The reorganization is not intended to result in income, gain or loss
for U.S. federal income tax purposes and will not take place unless the funds
receive a satisfactory opinion from Wilmer Cutler Pickering Hale and Dorr LLP,
that the reorganization will be a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended.
As a result, for federal income tax purposes:
o No gain or loss will be recognized by your fund upon (1) the transfer
of all of its assets to Growth Leaders Fund as described above or (2)
the distribution by your fund of Growth Leaders Fund shares to your
fund's shareholders;
o No gain or loss will be recognized by Growth Leaders Fund upon the
receipt of your fund's assets solely in exchange for the issuance of
Growth Leaders Fund shares to your fund and the assumption of your
fund's liabilities by Growth Leaders Fund;
o The basis of the assets of your fund acquired by Growth Leaders Fund
will be the same as the basis of those assets in the hands of your
fund immediately before the transfer;
o The tax holding period of the assets of your fund in the hands of
Growth Leaders Fund will include your fund's tax holding period for
those assets;
o You will not recognize gain or loss upon the exchange of your shares
of your fund solely for Growth Leaders Fund shares as part of the
reorganization;
o The basis of Growth Leaders Fund shares received by you in the
reorganization will be the same as the basis of the shares of your
fund you surrender in exchange; and
o The tax holding period of Growth Leaders Fund shares you receive will
include the tax holding period of the shares of your fund that you
surrender in exchange, provided that the shares of your fund were held
by you as capital assets on the date of the exchange.
In rendering such opinion, counsel shall rely upon, among other
things, reasonable assumptions as well as representations of Growth Leaders Fund
and your 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.
17
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.
Additional Terms of the Agreement and Plan of Reorganization
Cancellation of Share Certificates. If your shares are represented by
one or more share certificates before the reorganization date, on the
reorganization date all certificates will be canceled, will no longer evidence
ownership of your fund's shares and will evidence ownership of Growth Leaders
Fund shares. Growth Leaders Fund will not issue share certificates in the
reorganization.
Conditions to Closing the Reorganization. The obligation of your fund
to consummate the reorganization is subject to the satisfaction of certain
conditions, including the performance by Growth Leaders Fund of all its
obligations under the Agreement and the receipt of all consents, orders and
permits necessary to consummate the reorganization (see Agreement, paragraph 7).
The obligation of Growth Leaders Fund to consummate the reorganization
is subject to the satisfaction of certain conditions, including your fund's
performance of all of its obligations under the Agreement, the receipt of
certain documents and financial statements from your fund and the receipt of all
consents, orders and permits necessary to consummate the reorganization (see
Agreement, paragraph 8).
The obligations of your fund and Growth Leaders Fund are subject to
approval of the Agreement by the necessary vote of the outstanding shares of
your fund in accordance with the provisions of your fund's declaration of trust
and by-laws. The funds' obligations are also subject to the receipt of a
favorable opinion of Wilmer Cutler Pickering Hale and Dorr LLP as to the federal
income tax consequences of the reorganization (see Agreement, Section 9.5).
Termination of Agreement. The board of trustees of your fund or Growth
Leaders Fund may terminate the Agreement (even if the shareholders of your fund
have already approved it) by their mutual agreement at any time before the
reorganization date, if the boards believe that proceeding with the
reorganization would no longer be advisable.
Expenses of the Reorganization. The funds will bear equally half of
all the expenses of both funds incurred in connection with the reorganization,
including the costs of printing, mailing, legal fees, audit fees and
solicitation expenses. Pioneer will bear the balance of these expenses.
CAPITALIZATION
The following table sets forth the capitalization of each fund as of
December 31, 2004 and the pro forma combined capitalization of both funds as if
the reorganization had occurred on that date. If the reorganization is
consummated, the actual exchange ratios on the reorganization date may vary from
the exchange ratios indicated. This is due to changes in the market value of the
portfolio securities of both funds between December 31, 2004 and the
reorganization date, changes in the amount of undistributed net investment
income and net realized capital gains of both funds during that period resulting
from income and distributions, and changes in the accrued liabilities of both
funds during the same period.
Strategic Growth
Growth Leaders Pro
Fund Fund Forma
--------- ------- ------
Net Assets (millions) $41.31 $40.65 $81.96
Net Asset Value Per Share
Class A $16.05 $21.05 $21.05
Class B $16.00 $20.81 $20.81
Class C $15.94 $20.69 $20.69
18
Shares Outstanding
Class A 2,568,928 1,926,803 3,885,534
Class B 3,726 2,505 5,370
Class C 1,047 1,168 1,975
Class R 50 35 75+
+ As of the record date, no Class R shares of Strategic Growth Fund are
outstanding or will be issued in the reorganization.
It is impossible to predict how many shares of Growth Leaders Fund will
actually be received and distributed by your fund on the reorganization date.
The table should not be relied upon to determine the amount of Growth Leaders
Fund shares that will actually be received and distributed.
BOARDS' EVALUATION AND RECOMMENDATION
For the reasons described above, the board of trustees of your fund,
including the trustees who are not "interested persons" of either fund, Pioneer
or Papp ("independent trustees"), approved the reorganization. In particular,
the 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 Growth
Leaders Fund, including the independent trustees, approved the reorganization.
They also determined that the reorganization is in the best interests of Growth
Leaders Fund and that the interests of Growth Leaders Fund's shareholders would
not be diluted as a result of the reorganization.
The trustees of your fund recommend that shareholders of your fund
vote FOR the proposal to approve the Agreement and Plan of Reorganization.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund is entitled to one vote. A quorum is required
to conduct business at the meeting. With respect to each fund, the presence in
person or by proxy of a majority of shareholders entitled to cast votes at the
meeting will constitute a quorum. Approval of the proposal described above
requires the affirmative vote of a majority of the shares of your fund
outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your fund means the vote of the lesser of:
(1) 67% or more of the shares present at the meeting, if the holders of more
than 50% of the shares of the fund are present or represented by proxy, or
(2) more than 50% of the outstanding shares of the fund.
The table below shows how shares will be treated for the purposes of
quorum and voting requirements.
Shares Quorum Voting
- ----------------------- ------------------------ -----------------------------------------------------
In General All shares "present" in Shares "present" in person will be voted in person at
person or by proxy are the meeting. Shares present by proxy will be voted in
counted toward a quorum. accordance with instructions.
Signed Proxy with no Considered "present" at Voted "for" the proposal.
Voting Instruction meeting for purposes of
(other than Broker quorum.
Non-Vote)
Broker Non-Vote Considered "present" at Broker non-votes do not count as a vote "for" the
(where the underlying meeting for purposes of proposal and effectively result in a vote "against"
holder had not voted quorum. the proposal.
and the broker does not
have discretionary
authority to vote the
shares)
19
Vote to Abstain Considered "present" at Abstentions do not constitute a vote "for" the proposal
meeting for purposes of and effectively result in a vote "against" the proposal.
quorum.
If the required approval of shareholders is not obtained, the meeting
may be adjourned as more fully described in this combined prospectus/proxy
statement, and your fund will continue to engage in business as a separate
mutual fund and the board of trustees will consider what further action may be
appropriate.
ADDITIONAL INFORMATION ABOUT THE PIONEER FUNDS
Investment Adviser
Pioneer, the investment adviser to Growth Leaders Fund, oversees the fund's
operations and supervises the fund's subadviser, which is responsible for the
day-to-day management of the fund's portfolio. Pioneer is an indirect, wholly
owned subsidiary of UniCredito Italiano S.p.A., 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 December 31, 2004, assets under management were
approximately $175 billion worldwide, including over $42 billion in assets under
management by Pioneer. Pioneer's main office is at 60 State Street, Boston,
Massachusetts 02109. Pioneer's U.S. mutual fund investment history includes
creating one of the first mutual funds in 1928.
The board of trustees of the Pioneer funds is responsible for overseeing the
performance of each of Pioneer funds' investment adviser and subadviser and
determining whether to approve and renew the fund's investment management
agreement and the sub-advisory agreements.
Pioneer has received an order from the SEC that permits Pioneer, subject to the
approval of the funds' board of trustees, to hire and terminate a subadviser or
to materially modify an existing subadvisory contract for the funds without
shareholder approval. Pioneer retains the ultimate responsibility to oversee and
recommend the hiring, termination and replacement of any subadviser. To the
extent that the SEC adopts a rule which would supersede the order, Pioneer and
the funds intend to rely on such rule to permit Pioneer, subject to the approval
of the funds' board of trustees and any other applicable conditions of the rule,
to hire and terminate a subadviser or to materially modify an existing
subadvisory contract for the funds without shareholder approval.
Investment Subadviser
L. Roy Papp & Associates, LLP, the fund's subadviser, is an investment adviser
to individuals, trusts, retirement plans, endowments and foundations. As of
December 31, 2004, Papp's assets under management were approximately $570
million. Papp's main office is located at 6225 North 24th Street, Suite 150,
Phoenix, AZ 85016.
Portfolio Management
Day-to-day management of Growth Leaders Fund's portfolio is the responsibility
of L. Roy Papp and Rosellen C. Papp, who have managed Growth Leaders Fund since
its commencement. L. Roy Papp and Rosellen C. Papp have been investment
professionals since 1955 and 1981, respectively. The fund's statement of
additional information provides additional information about the portfolio
managers' compensation, other accounts managed by the portfolio managers, and
the portfolio managers' ownership of shares of the fund.
Distributor and transfer agent
PFD is the fund's distributor. Pioneer Investment Management Shareholder
Services, Inc. is the fund's transfer agent. The fund compensates PFD and the
transfer agent for their services. PFD and the transfer agent are affiliates of
Pioneer.
20
Disclosure of Portfolio Holdings
The fund's policies and procedures with respect to the disclosure of the fund's
portfolio securities are described in the statement of additional information
and on Pioneer's website at www.pioneerfunds.com.
Buying, Exchanging and Selling Shares of the Pioneer Funds
Net Asset Value. Growth Leaders Fund's net asset value is the value of its
portfolio of securities plus any other assets minus its operating expenses and
any other liabilities. Growth Leaders Fund calculates a net asset value for each
class of shares every day the New York Stock Exchange is open when regular
trading closes (normally 4:00 p.m. Eastern time).
Growth Leaders Fund generally values its portfolio securities using closing
market prices or readily available market quotations. When closing market prices
or market quotations are not available or are considered by Pioneer to be
unreliable, the fund uses a security's fair value. All methods of determining
the value of a security used by the fund, including those discussed below, on a
basis other than market value, are forms of fair value. All valuations of
securities on a fair value basis are made pursuant to procedures adopted by the
board of trustees. The use of fair value pricing by the fund may cause the net
asset value of its shares to differ from the net asset value that would be
calculated only using market prices. For market prices and quotations, as well
as for some fair value methods, the fund relies upon securities prices provided
by pricing services.
Growth Leaders Fund uses the fair value of a security, including a non-U.S.
security, when Pioneer determines that the closing market price on the primary
exchange where the security is traded no longer accurately reflects the value of
the security at the time the fund calculates its net asset value. This may occur
for a variety of reasons that affect either the relevant securities markets
generally or the specific issuer. For example, with respect to non-U.S.
securities held by the fund, developments relating to the securities market or
the specific issuer may occur between the time the primary market closes and the
time the fund determines its net asset value. In those circumstances, the fund
may use the fair value of the security. International securities markets may be
open on days when the U.S. markets are closed. For this reason, the values of
any international securities owned by the fund could change on a day you cannot
buy or sell shares of the fund.
Certain types of securities, including those discussed in this paragraph, are
priced using fair value rather than market prices. Growth Leaders Fund uses a
pricing matrix to determine the value of fixed income securities that do not
trade daily. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities and historical trading
patterns in the market for fixed income securities. The fund values debt
securities with remaining maturities of 60 days or less at amortized cost. To
the extent that the fund invests in the shares of other registered open-end
investment companies that are not traded on an exchange (mutual funds), such
shares are valued at their published net asset values per share as reported by
the funds. The prospectuses of these funds explain the circumstances under which
the funds will use fair value pricing and the effects of using fair value
pricing.
Distribution and Service Plans (Class A, B, and C shares). Growth Leaders Fund
has adopted a distribution plan for each class of shares offered through this
prospectus in accordance with Rule 12b-1 under the Investment Company Act of
1940. Under each plan Growth Leaders Fund pays distribution and service fees to
PFD. Because these fees are an ongoing expense of Growth Leaders 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.
21
Additional Dealer Compensation. PFD or its affiliates may pay additional
compensation, out of their own assets, to certain brokerage firms and other
intermediaries or their affiliates, based on sales or assets attributable to the
firm, or such other criteria agreed to by PFD. The firms to which payments may
be made are determined by PFD. These payments may provide an incentive, in
addition to any sales charge, to these firms to actively promote the Pioneer
funds or cooperate with PFD's promotional efforts.
Opening Your Account. If your shares are held in your investment firm's name,
the options and services available to you may be different from those described
herein or in Growth Leaders Fund's prospectus. Ask your investment professional
for more information.
If you invest in Growth Leaders Fund through investment professionals or other
financial intermediaries, including wrap programs and fund supermarkets,
additional conditions may apply to your investment in a Pioneer fund, and the
investment professional or intermediary may charge you a transaction-based 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.
Account Options. 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 INVESTMENT MANAGEMENT SHAREHOLDER SERVICES, INC.
P.O. Box 55014
Boston, Massachusetts 02205-5014
Telephone 1-800-225-6292
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 transfer
agent.
When you request a telephone transaction the 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.
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 complete an account options form,
write to the transfer agent or complete the online authorization screen on
www.pioneerfunds.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
22
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.
Share Price. If you place an order to purchase, exchange, or sell shares with
the transfer agent, your investment firm or plan administrator by the close of
regular trading on the New York Stock Exchange (currently 4:00 p.m. Eastern
time), your transaction will be completed at the share price determined as of
the close of trading on the New York Stock Exchange on that day. If your order
is placed with the transfer agent, your investment firm or plan administrator
after 4:00 p.m., or your order is not in good order, your transaction will be
completed at the share price next determined after your order is received in
good order by the fund. Your investment firm or plan administrator is
responsible for transmitting your order to the Global Leaders Fund in a timely
manner.
Buying Pioneer Fund Shares. You may buy shares of a Pioneer fund from any
investment firm that has a sales agreement with PFD. If you do not have an
investment firm, please call 1-800-225-6292 for information on how to locate an
investment professional in your area. Participants in retirement plans generally
must contact the plan's administrator to purchase shares.
You can buy shares of the Pioneer funds at the offering price. PFD may reject
any order until it has confirmed the order in writing and received payment. The
fund reserves the right to stop offering any class of shares.
Minimum Investment Amounts. Your initial investment for Class A, Class B and
Class C shares must be at least $1,000. Additional investments must be at least
$100 for Class A shares and $500 for Class B and 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 minimum investment amount does not
apply for purposes of the reorganization.
Maximum Purchase Amounts. Purchases of fund shares are limited to $49,999 for
Class B shares and $999,999 for Class C shares. These limits are applied on a
per transaction basis. Class A shares are not subject to a maximum purchase
amount.
Exchanging Pioneer Fund Shares. You may exchange your shares in a Pioneer fund
for shares of the same class of another Pioneer mutual fund. Your exchange
request must be for at least $1,000 unless the fund you are exchanging into has
a different minimum. You may make up to four exchange redemptions of $25,000 or
more per account per calendar year. In determining whether the exchange
redemption limit has been reached, Pioneer may aggregate a series of exchanges
(each valued at less than $25,000) and/or fund accounts that appear to be under
common ownership or control. Pioneer may view accounts for which one person
gives instructions or accounts that act on advice provided by a single source to
be under common control.
The exchange limitation does not apply to automatic exchange transactions or to
exchanges made by participants in employer-sponsored retirement plans qualified
under Section 401(a) of the Internal Revenue Code. While financial
intermediaries that maintain omnibus accounts that invest in the fund are
requested to apply the exchange limitation policy to shareholders who hold
shares through such accounts, we do not impose the exchange limitation policy at
the level of the omnibus account and are not able to monitor compliance by the
financial intermediary with this policy.
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. An exchange generally is treated as a sale and a new purchase
of shares for federal income tax purposes. 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.
Selling Pioneer Fund Shares. Your shares will be sold at net asset value per
share next calculated after Growth Leaders Fund or its authorized agent receives
your request in good order. If the shares you are selling are subject to a
deferred sales charge, it will be deducted from the sale proceeds. Growth
Leaders Fund generally will send your
23
sale proceeds by check, bank wire or electronic funds transfer. Normally you
will be paid within seven days. 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 may have to pay federal income taxes on a sale or an exchange or any
distributions received in cash or additional shares.
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 Pioneer 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 owner(s)
- Are transferring the sale proceeds to a Pioneer mutual fund
account with a different registration
- -----------------------------------------------------------------------------------------------------------------------------
Buying Shares Exchanging Shares
- -----------------------------------------------------------------------------------------------------------------------------
THROUGH YOUR Normally, your investment firm will send Normally, your investment firm will send
INVESTMENT FIRM your purchase request to the Pioneer your exchange request to the Pioneer
Funds' transfer agent. Fund's transfer agent.
CONSULT YOUR INVESTMENT PROFESSIONAL FOR MORE CONSULT YOUR INVESTMENT PROFESSIONAL FOR MORE
INFORMATION. INFORMATION ABOUT EXCHANGING YOUR SHARES.
Your investment firm may receive a commission from
PFD for your purchase of fund shares, and may
receive additional compensation from Pioneer for
your purchase of fund shares.
BY PHONE OR ONLINE You can use the telephone or online After you establish your eligible fund
privilege if you have an existing account, you can exchange Fund shares by
non-retirement account. Certain IRAs can phone or online if:
use the telephone purchase privilege. If
your account is eligible, you can o You are exchanging into an existing account
purchase additional fund shares by phone or using the exchange to establish a new
or online if: account, provided the new account has a
registration identical to the original account
o You established your bank account o The fund into which you are exchanging
of record at least 30 days ago offers the same class of shares
o Your bank information has not o You are not exchanging more than $500,000
changed for at least 30 days worth of shares per account per day
o You are not purchasing more than o You can provide the proper account
$25,000 worth of shares per account per day identification information
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
24
Buying Shares Exchanging Shares
- -----------------------------------------------------------------------------------------------------------------------
purchase fund shares 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 fund shares for an You can exchange fund shares by mailing or
OR BY FAX existing fund account by mailing a check to faxing a letter of instruction to the
the transfer agent. Make your check payable transfer agent. You can exchange Pioneer
to the fund. Neither initial nor subsequent Fund shares directly through the Pioneer
investments should be made by third party Fund only if your account is registered in
check. Your check must be in U.S. dollars your name. However, you may not fax an
and drawn on a U.S. bank. Include in your exchange request for more than $500,000.
purchase request the fund's name, the Include in your letter:
account number and the name or names in the
account registration. o The name, social security number
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 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 your are exchanging
- -----------------------------------------------------------------------------------------------------------------------
25
Selling Shares How to Contact Pioneer
- -----------------------------------------------------------------------------------------------------------------------
Normally, your investment firm will send your request to sell BY PHONE
shares to the Pioneer Funds' transfer agent.
For information or to request a telephone transaction
between 8:00 a.m. and 7:00 p.m. (Eastern time) by
CONSULT YOUR INVESTMENT PROFESSIONAL FOR MORE INFORMATION. speaking with a shareholder services representative
call 1-800-225-6292
Each Pioneer Fund has authorized PFD to act as its agent in
the repurchase of fund shares from qualified investment firms. To request a transaction using FactFoneSM call
Pioneer Growth Leaders Fund reserves the right to terminate 1-800-225-4321
this procedure at any time.
Telecommunications Device for the Deaf (TDD)
1-800-225-1997
BY MAIL
IF YOU HAVE AN ELIGIBLE NON-RETIREMENT ACCOUNT, YOU MAY SELL Send your written instructions to:
UP TO $100,000 PER ACCOUNT PER DAY BY PHONE OR ONLINE. You PIONEER INVESTMENT MANAGEMENT SHAREHOLDER SERVICES,
may sell fund shares held in a retirement plan account by INC.
phone only if your account is an eligible IRA (tax penalties P.O. Box 55014
may apply). You may not sell your shares by phone or online Boston, Massachusetts 02205-5014
if you have changed your address (for checks) or your bank
information (for wires and transfers) in the last 30 days. PIONEER WEBSITE
You may receive your sale proceeds: www.pioneerfunds.com
o By check, provided the check is made payable exactly as BY FAX
your account is registered
Fax your exchange and sale requests to: 1-800-225-4240
o By bank wire or by electronic funds transfer, provided
the sale proceeds are being sent to your bank address
of record
You can sell some or all of your fund shares by WRITING EXCHANGE PRIVILEGE
DIRECTLY TO THE PIONEER FUND only if your account is
registered in your name. Include in your request your name, You may make up to four exchange redemptions of
your social security number, the fund's name and any other $25,000 or more per account per calendar year.
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.
Pioneer Fund Shareholder Account Policies
Signature Guarantees and Other Requirements. You are required to obtain a
signature guarantee when you are:
o Requesting certain types of exchanges or sales of Pioneer Fund shares
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.
26
All Pioneer Funds will 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.
Fiduciaries and corporations are required to submit additional documents to sell
Pioneer Fund shares.
Exchange Limitation. You may make up to four exchange redemptions of $25,000 or
more per account per calendar year out of the fund. Each fund's exchange
limitation is intended to discourage short-term trading in fund shares.
Short-term trading can increase the expenses incurred by the fund and make
portfolio management less efficient. In determining whether the exchange
redemption limit has been reached, Pioneer may aggregate a series of exchanges
(each valued at less than $25,000) and/or fund accounts that appear to be under
common ownership or control. Pioneer may view accounts for which one person
gives instructions or accounts that act on advice provided by a single source to
be under common control.
The exchange limitation does not apply to automatic exchange transactions or to
exchanges made by participants in employer-sponsored retirement plans qualified
under Section 401(a) of the IRC. While financial intermediaries that maintain
omnibus accounts that invest in the fund are requested to apply the exchange
limitation policy to shareholders who hold shares through such accounts, we do
not impose the exchange limitation policy at the level of the omnibus account
and are not able to monitor compliance by the financial intermediary with this
policy.
Distribution Options. Growth Leaders Fund offers three distribution options. Any
fund shares 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 the 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) or (3) are not available to retirement plan accounts or accounts
with a current value of less than $500.
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 on your
account to option (1) until you request a different option in writing. These
additional shares 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.
Excessive Trading. Frequent trading into and out of the fund can disrupt
portfolio management strategies, harm fund performance by forcing the 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 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. The 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 the 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 is indicative of a timing
pattern or strategy; or
27
o We reasonably believe that you have engaged in such practices in
connection with other mutual funds.
The fund's Board of Trustees has adopted policies and procedures with respect to
frequent purchases and redemptions of fund shares by fund investors. 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 has engaged in excessive short-term trading that we
believe may be harmful to the fund, we will ask the investor or broker to cease
such activity and we will refuse to process purchase orders (including purchases
by exchange) of such investor, broker 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 fund's shareholders.
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 the fund may be adversely affected.
Frequently, fund shares 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, are aggregated. Our ability to monitor trading practices by
investors purchasing shares through omnibus accounts is limited and dependent
upon the cooperation of the financial intermediary in observing the fund's
policies.
In addition to monitoring trades, the policies and procedures provide that:
o The fund imposes limitations on the number of exchanges out of an
account holding the fund's Class A, Class B and Class C shares that
may occur in any calendar year.
o Certain funds managed by Pioneer have adopted redemption fees that are
incurred if you redeem shares within a short period after purchase,
including exchanges. These redemption fees are described in the
applicable prospectuses under "Fees and expenses."
The fund may reject a purchase or exchange order before its acceptance or an
order prior to issuance of shares. The fund may also restrict additional
purchases or exchanges in an account. Each of these steps may be taken, for any
reason, without prior notice, including transactions that the fund believes are
requested on behalf of market timers. The fund reserves the right to reject any
purchase request by any investor or financial institution if the 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 were accepted and an
investment made in the fund. The fund and its shareholders do not incur any gain
or loss as a result of a rejected order. The fund may impose further
restrictions on trading activities by market timers in the future. The fund's
prospectus will be amended or supplemented to reflect any material additional
restrictions on trading activities intended to prevent excessive trading.
Minimum Account Size. Growth Leaders Fund requires that you maintain a minimum
account value of $500. If you hold less than $500 in your account, the 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 Pioneer Growth
Leaders Fund by telephone during times of market volatility or disruption in
telephone 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 reach
the Pioneer Fund by telephone, you should communicate with the fund in writing.
Share Certificates. Pioneer Growth Leader Fund does 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. The fund and PFD reserve the right to:
28
o charge a fee for exchanges or to modify, limit or suspend the exchange
privilege at any time without notice. The 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
The fund reserves the right to:
o suspend transactions in shares when trading on the New York Stock Exchange
is closed or restricted, when the Securities and Exchange Commission
determines an emergency or other circumstances exist that make it
impracticable for the fund to sell or value its portfolio securities
o redeem in kind by delivering to you portfolio securities owned by the 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
Dividends and Capital Gains. Growth Leaders Fund generally pays any
distributions of net short- and long-term capital gains in November. The fund
generally pays dividends from any net investment income in December. Growth
Leaders 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 the fund close to the time that the fund makes a distribution,
generally you will pay a higher price per share and you will pay taxes on the
amount of the distribution whether you reinvest the distribution or receive it
as cash.
Taxes. For U.S. federal income tax purposes, distributions from the fund's net
long-term capital gains (if any) are considered long-term capital gains and may
be taxable to you at different maximum rates depending upon their source and
other factors. Distributions from the fund's net short-term capital gains are
taxable as ordinary income. Dividends are taxable either as ordinary income or,
if so designated by the fund and certain other conditions, including holding
period requirements, are met by the fund and the shareholder, as "qualified
dividend income" taxable to individual shareholders at a maximum 15% U.S.
federal income tax rate. Dividends and distributions are taxable, whether you
take payment in cash or reinvest them to buy additional fund shares.
When you sell or exchange 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. In January of each year the fund will mail to you information about
your dividends, distributions and any shares you sold in the previous calendar
year.
You must provide your social security number or other taxpayer identification
number to the 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 fund will withhold 28% "backup withholding" tax
from your dividends and distributions, sale proceeds and any other payments to
you.
You should ask your tax adviser about any federal, state, local and foreign tax
considerations, including possible additional withholding taxes for non-U.S.
shareholders. You may also consult the fund's statement of additional
information for a more detailed discussion of qualified dividend income and
other U.S. federal income tax considerations that may affect the fund and its
shareowners.
29
FINANCIAL HIGHLIGHTS
The following tables show the financial performance of Growth Leaders Fund for
the past five years. Certain information reflects financial results for a single
fund share. The total returns in the table represent the rate that your
investment in Growth Leaders Fund would have increased or decreased during each
period (assuming reinvestment of all dividends and distributions).
The information for the fiscal year ended December 31, 2004 has been audited by
Ernst & Young LLP, the fund's independent registered public accounting firm,
whose report is included in the fund's annual report along with the fund's
financial statements. For the fiscal years ended December 31, 2002 and 2003, the
financial highlights of Papp Stock Fund (the predecessor fund to Growth Leaders
Fund) were audited by other auditors whose report dated January 23, 2004
expressed an unqualified opinion on those financial highlights.
Information for the fiscal years ended December 31, 2000 and 2001 were audited
by other auditors who have ceased operations. The annual report is available
upon request.
30
PIONEER GROWTH LEADERS FUND
FINANCIAL HIGHLIGHTS
Class A shares
Year Ended Year Ended Year Ended Year Ended Year Ended
12/31/04 12/31/03 12/31/02 12/31/01 12/31/00
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 28.21 $ 23.87 $ 31.40 $ 37.09 $ 42.20
---------- ---------- ---------- ---------- ----------
Net increase (decrease) from investment operations:
Net investment income (loss) $ 0.19 $ (0.05) $ (0.06) $ (0.11) $ (0.13)
Net realized and unrealized gain (loss) on
investments (0.13) 5.77 (7.47) (4.58) (2.22)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) from investment
operations $ 0.06 $ 5.72 $ (7.53) $ (4.69) $ (2.35)
Distributions to shareowners:
Net investment income (0.18) - - - -
Net realized gain (7.04) (1.38) - (1.00) (2.76)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net asset value $ (7.16) $ 4.34 $ (7.53) $ (5.69) $ (5.11)
Net asset value, end of period $ 21.05 $ 28.21 $ 23.87 $ 31.40 $ 37.09
---------- ---------- ---------- ---------- ----------
Total return* 0.25% 23.97% (23.98%) (12.69)% (6.02)%
Ratio of net expenses to average net assets+ 1.25% 1.22% 1.14% 1.11% 1.09%
Ratio of net investment income (loss) to
average net assets+ 0.58% (0.01)% (0.04%) (0.19)% (0.38%)
Portfolio turnover rate 6% 3% 4% 5% 13%
Net assets, end of period (in thousands) $ 40,568 $ 57,286 $ 52,528 $ 75,215 $ 98,473
Ratios with no waiver of management fees by
PIM and no reduction for fees paid indirectly:
Net expenses 1.49% 1.22% 1.14% 1.11% 1.09%
Net investment income (loss) 0.34% (0.01)% (0.04)% (0.19)% (0.38)%
Ratios with waiver of management fees by
PIM and reduction for fees paid indirectly:
Net expenses 1.25% 1.22% 1.14% 1.11% 1.09%
Net investment income (loss) 0.58% (0.01)% (0.04)% (0.19)% (0.38)%
- ----------------------------------------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and 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.
+ Ratios with no reduction for fees paid indirectly.
31
PIONEER GROWTH LEADERS FUND
FINANCIAL HIGHLIGHTS
Class B shares
2/21/04
to
12/31/04
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 28.39
----------
Net decrease from investment operations:
Net investment loss $ (0.11)
Net realized and unrealized loss on investments (0.43)
----------
Net decrease from investment operation $ (0.54)
Distributions to shareowners:
Net realized gain (7.04)
----------
Net decrease in net asset value $ (7.58)
Net asset value, end of period $ 20.81
----------
Total return* (1.88)%(a)
Ratio of net expenses to average net assets+ 3.18%**
Ratio of net investment loss to average net assets+ (0.78)%**
Portfolio turnover rate 6%
Net assets, end of period (in thousands) $ 52
Ratios with no waiver of management fees by PIM and
no reduction for fees paid indirectly:
Net expenses 3.48%**
Net investment loss (1.08)%**
Ratios with waiver of management fees by PIM and
reduction for fees paid indirectly:
By expenses 3.18%**
Net investment loss (0.78)%**
- ------- --------------------------------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
(a) Not annualized.
32
PIONEER GROWTH LEADERS FUND
FINANCIAL HIGHLIGHTS
Class C shares
2/21/04
to
12/31/04
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 28.39
----------
Net decrease from investment operations:
Net investment loss $ (0.09)
Net realized and unrealized loss on investments (0.57)
----------
Net decrease from investment operation $ (0.66)
Distributions to shareowners:
Net realized gain (7.04)
----------
Net decrease in net asset value $ (7.70)
Net asset value, end of period $ 20.69
----------
Total return* (2.30)%(a)
Ratio of net expenses to average net assets+ 3.80%**
Ratio of net investment loss to average net assets+ (1.36)%**
Portfolio turnover rate 6%
Net assets, end of period (in thousands) $ 24
Ratios with no waiver of management fees by PIM and
no reduction for fees paid indirectly:
Net expenses 4.11%**
Net investment loss (1.68)%**
Ratios with waiver of management fees by PIM and
reduction for fees paid indirectly:
Net expenses 3.80%**
Net investment loss (1.36)%**
- ----------------------------------------------------------------------------------------------------------------------------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, the complete redemption of the
investment at net asset value at the end of each period, and no sales
charges. Total return would be reduced if sales charges were taken into
account.
** Annualized.
+ Ratios with no reduction for fees paid indirectly.
(a) Not annualized.
33
34
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be
solicited by telephone, by fax or in person by the trustees, officers and
employees of your fund; by personnel of your fund's investment adviser, Pioneer
Investment Management, Inc. and its transfer agent, Pioneer Investment
Management Shareholder Services, Inc. ("PIMSS"); or by broker-dealer firms.
Pioneer and its affiliates, [together with a third party solicitation firm],
have agreed to provide proxy solicitation services to your fund at a cost of
approximately $10,000. Half of the cost of this solicitation will be borne
equally by your Fund and Growth Leaders Fund. The balance will be borne by
Pioneer.
Revoking Proxies
Each shareholder of your fund signing and returning a proxy has the
power to revoke it at any time before it is exercised:
o By filing a written notice of revocation with your fund's transfer
agent, Pioneer Investment Management Shareholder Services, Inc., 60
State Street, Boston, Massachusetts 02109, or
o By returning a duly executed proxy with a later date before the time
of the meeting, or
o If a shareholder has executed a proxy but is present at the meeting
and wishes to vote in person, by notifying the secretary of your fund
(without complying with any formalities) at any time before it is
voted.
Being present at the meeting alone does not revoke a previously
executed and returned proxy.
Outstanding Shares and Quorum
As of June 3, 2005 (the "record date"), [ ] Class A shares of
beneficial interest of your fund were outstanding, [ ] Class B shares of
beneficial interest of your fund were outstanding and [ ] Class C shares of
beneficial interest of your fund were outstanding. Only shareholders of record
on the record date are entitled to notice of and to vote at the meeting. The
presence in person or by proxy of the majority of shareholders of your fund
entitled to cast votes at the meeting will constitute a quorum.
Other Business
Your fund's board of trustees knows of no business to be presented for
consideration at the meeting other than the reorganization proposal. If other
business is properly brought before the meeting, proxies will be voted according
to the best judgment of the persons named as proxies.
Adjournments
If, by the time scheduled for the meeting, a quorum of shareholders is
not present but sufficient votes "for" the proposal have not been received, the
persons named as proxies may propose an adjournment of the meeting to another
date and time, and the meeting may be held as adjourned within a reasonable time
after the date set for the original meeting without further notice. Any such
adjournment will require the affirmative vote of a majority of the votes cast in
person or by proxy at the session of the meeting to be adjourned. The persons
named as proxies will vote all proxies in favor of the adjournment that voted in
favor of the proposal or that abstained. They will vote against such adjournment
those proxies required to be voted against the proposal. Broker non-votes will
be disregarded in the vote for adjournment. If the adjournment requires setting
a new record date or the adjournment is for more than 120 days of the original
meeting (in which case the board of trustees of your fund will set a new record
date), your fund will give notice of the adjourned meeting to its shareholders.
Telephone and Internet Voting
In addition to soliciting proxies by mail, by fax or in person, your
fund may also arrange to have votes recorded by telephone, the Internet or other
electronic means. The voting procedures used in connection with such voting
methods are designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of
35
their shares in accordance with their instructions and to confirm that their
instructions have been properly recorded. If these procedures were subject to a
successful legal challenge, such votes would not be counted at the shareholder
meeting. The funds are unaware of any such challenge at this time. In the case
of telephone voting, shareholders would be called at the phone number PIMSS has
in its records for their accounts and would be asked for their Social Security
number or other identifying information. The shareholders would then be given an
opportunity to authorize proxies to vote their shares at the meeting in
accordance with their instructions. In the case of automated telephone and
Internet voting, shareholders would be required to provide their identifying
information and will receive a confirmation of their instructions.
Shareholders' Proposals
Your fund is not required, and does not intend, to hold meetings of
shareholders each year. Instead, meetings will be held only when and if
required. Any shareholders desiring to present a proposal for consideration at
the next meeting for shareholders must submit the proposal in writing, so that
it is received by your fund at 60 State Street, Boston, Massachusetts 02109
within a reasonable time before the meeting.
OWNERSHIP OF SHARES OF THE FUNDS
To the knowledge of each fund, as of [ ], 2005, the following
persons owned of record or beneficially 5% or more of the outstanding shares of
a class of each fund, respectively.
As of [ ], 2005, the trustees and officers of each fund owned in the
aggregate less than 1% of the outstanding shares of their respective funds.
Actual
Percentage
Shareholder Name and Address owned
- ----------------------------------------------------------------
Growth xxx%
Leaders Fund
Class A
Growth xxx%
Leaders Fund
Class B
Growth xxx%
Leaders Fund
Class C
Actual
Percentage
Shareholder Name and Address owned
- ----------------------------------------------------------------
Strategic xxx%
Growth Fund
Class A
Strategic xxx%
Growth Fund
Class B
Strategic xxx%
Growth Fund
Class C
36
EXPERTS
The financial highlights and financial statements of Growth Leaders Fund
and Strategic Growth Fund for the fiscal year ended December 31, 2004 are
incorporated by reference into this proxy statement and prospectus. The
financial statements and financial highlights for each fund's most recent fiscal
year ended December 31, 2004 have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their reports thereon
incorporated by reference in the statement of additional information. Such
financial statements and financial highlights are incorporated by reference
herein in reliance upon such reports given on the authority of such firm as
experts in accounting and auditing.
The Statement of Changes in Net Assets for the year ended December 31, 2003
and the financial highlights for each of the two years in the period then ended
have been audited by Deloitte & Touche LLP, independent registered public
accounting firm, as indicated in their report thereon dated January 23, 2004,
and are included in reliance upon such report, given on the authority of
Deloitte & Touche LLP as experts in accounting and auditing. The financial
highlights for each of the two years in the period ended December 31, 2001 were
audited by other auditors who have ceased operations. Those auditors expressed
an unqualified opinion on those financial statements in their report dated
January 17, 2002.
AVAILABLE INFORMATION
You can obtain more free information about the funds from your investment firm
or by writing to Pioneer Investment Management Shareholder Services, Inc., 60
State Street, Boston, Massachusetts 02109. You may also call 1-800-225-6292.
Each fund's statement of additional information and shareowner reports are
available free of charge on the funds' website at www.pioneerfunds.com
Shareowner reports. Annual and semiannual reports to shareowners, and quarterly
reports filed with the Securities and Exchange Commission, provide information
about each fund's investments. The annual report discusses market conditions and
investment strategies that significantly affected each fund's performance during
its last fiscal year.
Statement of additional information. The statement of additional information
provides more detailed information about each fund. It is incorporated by
reference into this prospectus.
Visit our website www.pioneerfunds.com
Each fund is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended and the Investment Company Act of 1940, as
amended and files reports, proxy statements and other information with the SEC.
These reports, proxy statements and other information filed by the funds and
their predecessors can be inspected and copied (for a duplication fee) at the
public reference facilities of the SEC at 450 Fifth Street, N.W., Washington,
D.C. Copies of these materials can also be obtained by mail from the Public
Reference Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, Washington, D.C. 20549, at prescribed rates.
In addition, copies of these documents may be viewed on-screen or downloaded
from the SEC's Internet site at http://www.sec.gov.
37
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this [ ] day of [_______], 2005, between Pioneer Growth Leaders Fund (the
"Acquiring Fund") and Pioneer Strategic Growth Fund (the "Acquired Fund"), each
a series of Pioneer Series Trust II (the "Trust"), a statutory trust organized
under the laws of the State of Delaware with its principal place of business at
60 State Street, Boston, Massachusetts 02109.
This Agreement is intended to be and is adopted as a plan of reorganization
within the meaning of Section 368(a)(1)(c) of the United States Internal Revenue
Code of 1986, as amended (the "Code"). The reorganization (the "Reorganization")
will consist of (a) the transfer of all of the assets of the Acquired Fund to
the Acquiring Fund solely in exchange for (i) the issuance of shares of
beneficial interest of each Class of shares of the Acquiring Fund that
corresponds to the Classes of shares of the Acquired Fund equal to the net asset
value represented by such shares (collectively, the "Acquiring Fund Shares" and
each, an "Acquiring Fund Share") to the Acquired Fund, and (ii) the assumption
by the Acquiring Fund of all of the liabilities of the Acquired Fund (the
"Assumed Liabilities"), on the closing date set forth below (the "Closing
Date"), and (b) the distribution by the Acquired Fund, on the Closing Date, or
as soon thereafter as practicable, of the Acquiring Fund Shares to the
shareholders of the Acquired Fund in liquidation and termination of the Acquired
Fund, all upon the terms and conditions hereinafter set forth in this Agreement.
WHEREAS, Acquiring Fund and the Acquired Fund are each series of the same
registered investment company classified as a management company of the open-end
type, and the Acquired Fund owns securities that generally are assets of the
character in which the Acquiring Fund is permitted to invest;
WHEREAS, the Acquiring Fund is authorized to issue shares of beneficial
interest;
WHEREAS, the Board of Trustees of the Acquiring Fund has determined that
the exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares
and the assumption of the Assumed Liabilities of the Acquired Fund by the
Acquiring Fund are in the best interests of the Acquiring Fund shareholders;
WHEREAS, the Board of Trustees of the Acquired Fund has determined that the
exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and
the assumption of the Assumed Liabilities of the Acquired Fund by the Acquiring
Fund are in the best interests of the Acquired Fund shareholders.
NOW, THEREFORE, in consideration of the premises and 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 AND LIQUIDATION AND
TERMINATION OF THE ACQUIRED FUND
1.1 Subject to the terms and conditions set forth in this Agreement and on
the basis of the representations and warranties contained in this Agreement, the
Acquired Fund agrees to transfer its assets as set forth in paragraph 1.2 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 payable or being contested in good faith and
contractual restrictions on the transfer of the acquired assets), and the
Acquiring Fund agrees in exchange therefor: (a) to issue to the Acquired Fund
the number of Acquiring Fund Shares of each Class, including fractional
Acquiring Fund Shares, determined (to at least two decimal places) by dividing
the value of the Acquired Fund's net assets attributable to a Class of shares
and transferred to the Acquiring Fund, computed in the manner and as of the time
and date set forth in paragraph 2.1, by the NAV of one Acquiring Fund Share of
the applicable Class, computed in the manner and as of the time and date set
forth in paragraph 2.2; and (b) to assume the Assumed Liabilities, as
38
set forth in paragraph 1.3. Such transactions shall take place at the closing
provided for in paragraph 3.1 (the "Closing").
1.2 (a) The assets of the Acquired Fund to be acquired by the Acquiring
Fund 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 of the Acquired Fund all other
intangible property owned by the Acquired Fund and originals or copies of all
books and records of 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 this
Agreement. The Acquired Fund reserves the right to sell any of these securities
(except to the extent sales may be limited by representations of the Acquired
Fund made in connection with the issuance of the tax opinion provided for in
paragraph 9.5 hereof) but will not, without the prior approval of the Acquiring
Fund, acquire any additional securities other than securities of the type in
which the Acquiring Fund is permitted to invest and shall not acquire, without
the consent of the Acquiring Fund, any securities that are valued at "fair
value" under the valuation procedures of either the Acquired Fund or the
Acquiring Fund.
1.3 The Acquired Fund will endeavor to discharge all the Acquired Fund's
known liabilities and obligations that are or will become due prior to the
Closing Date. The Acquired Fund shall prepare an unaudited statement of assets
and liabilities (the "Closing Statement"), as of the Valuation Date (as defined
in paragraph 2.1), in accordance with GAAP consistently applied from the prior
audited period, including a calculation of the net assets of the Acquired Fund
as of the close of business on the Closing Date. The Acquiring Fund shall assume
the Assumed Liabilities.
1.4 On the Closing Date or as soon thereafter as is practicable, the
Acquired Fund shall liquidate and distribute pro rata to the Acquired Fund's
shareholders of record determined as of the close of business on the Closing
Date (the "Acquired Fund Shareholders") the Acquiring Fund Shares it receives
pursuant to paragraph 1.1. Such liquidation and distribution will be
accomplished by the Acquired Fund 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 in the names of the Acquired Fund Shareholders (as provided to
the Acquiring Fund by the Acquired Fund) and representing the respective pro
rata number of the Acquiring Fund Shares due such shareholders. The Acquired
Fund shall promptly provide the Acquiring Fund with evidence of such liquidation
and distribution. All issued and outstanding shares of the Acquired Fund will
simultaneously be cancelled on the books of the Acquired Fund, although share
certificates representing interests in the Acquired Fund will represent a number
of Acquiring Fund Shares after the Closing Date as determined in accordance with
paragraph 1.1. 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. Acquiring Fund Shares will be issued in the
manner described in the Acquiring Fund's Registration Statement on Form N-14 in
the form attached to this Agreement as Annex A.
1.6 Any transfer taxes payable upon issuance of the 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 the time of issuance 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 Fund with respect to the
Acquired Fund is and shall remain the responsibility of the Acquired Fund up to
and including the Closing Date and such later date on which the Acquired Fund is
terminated.
1.8 The Acquired Fund shall, following the Closing Date and the making of
all distributions pursuant to paragraph 1.4, be terminated under the laws of the
State of Delaware and in accordance with the Declaration of Trust and By-Laws of
the Acquired Fund.
39
2. VALUATION
2.1 The value of the assets of the Acquired Fund to be acquired by the
Acquiring Fund hereunder shall be the value of such assets computed as of the
close of regular trading on the New York Stock Exchange, Inc. on the Closing
Date (such time and date being hereinafter called the "Valuation Date"), using
the valuation procedures set forth in the prospectus or statement of additional
information of the Acquired Fund as in effect on the date hereof.
2.2 The NAV of the Acquiring Fund Shares shall be calculated in accordance
with the valuation procedures described in paragraph 2.1.
2.3 All computations of value shall be made by Pioneer Investment
Management, Inc., or its agent, in accordance with its regular practice as
pricing agent for the Acquired Fund.
3. CLOSING AND CLOSING DATE
3.1 The Closing Date shall be [ ], 2005, or such later date as the parties
may agree to in writing. All acts taking place at the Closing shall be deemed to
take place simultaneously as of the close of business on the Closing Date unless
otherwise provided. The Closing shall be held as of 5:00 p.m. (Eastern time) at
the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street,
Boston, Massachusetts, or at such other time and/or place as the parties may
agree.
3.2 Portfolio securities shall be presented by the Acquired Fund to Brown
Brothers Harriman & Co. ("BBH") as custodian for the Acquiring Fund for
examination no later than three business days preceding the Valuation Date. The
Acquiring Fund may, in its sole discretion, reject any securities if it
reasonably believes that the ownership of such securities by the Acquired Fund
or the acquisition of such securities by the Acquiring Fund would violate the
investment policies and restrictions of the Acquired Fund and the Acquiring
Fund. The portfolio securities, cash and due bills shall be delivered by the
Acquired Fund to BBH as custodian for the Acquiring Fund for the account of the
Acquiring Fund at the Closing duly endorsed in proper form for transfer in such
condition as to constitute good delivery thereof in accordance with the custom
of brokers. The cash shall be delivered by wire in federal funds to an account
of the Acquiring Fund specified by the Acquiring Fund.
3.3 BBH, custodian for the Acquired Fund, shall deliver at or as soon as
possible after the Closing a certificate of an authorized officer stating that:
(a) the Acquired Fund's assets have been delivered in proper form to the
Acquiring Fund on the Closing Date and (b) all necessary transfer taxes
including all applicable federal and state stock transfer stamps, if any, have
been paid, or provision for payment shall have been made, in conjunction with
the delivery of portfolio securities.
3.4 In the event that on the Valuation Date (a) the primary trading market
for portfolio securities of the Acquired Fund shall be closed to trading or
trading thereon shall be restricted or (b) trading or the reporting of trading
on such market shall be disrupted so that accurate calculation based upon
available market prices of the value of the net assets of the parties hereto is
impracticable, 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, provided that unless the parties otherwise agree, if the
transactions contemplated by this Agreement shall not have occurred on or prior
to December 31, 2005, each party's obligations under this Agreement shall
terminate without liability to the other party, except for any liability that
may arise out of a party's breach of its obligations under this Agreement prior
to such termination.
3.5 The Acquired Fund shall deliver to the Acquiring Fund at the Closing
(or, if not reasonably available at the Closing, as soon as practicable
thereafter) a list of the names, addresses, taxpayer identification numbers and
backup withholding and nonresident alien withholding status of the Acquired Fund
Shareholders and the number and percentage ownership of outstanding shares owned
by each such shareholder immediately prior to the Closing, certified by the
President, Executive Vice President or Treasurer of the Acquired Fund as being
an accurate record of the information (i) provided by Acquired Fund Shareholders
or (ii) derived from the Acquired Fund's records by such officers or one of the
Acquired Fund's service providers.
3.6 The Acquiring Fund shall issue and deliver a confirmation evidencing
the Acquiring Fund Shares to be credited to the Acquired Fund's account on the
Closing Date to the Secretary of the Acquired Fund, or provide evidence
satisfactory to the Acquired Fund that such Acquiring Fund Shares have been
credited to the Acquired
40
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, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.
4. LIQUIDATION AND TERMINATION OF ACQUIRED FUND
4.1 As soon as practicable after the Closing, the Acquired Fund shall
liquidate the Acquired Fund and distribute pro rata to the Acquired Fund
Shareholders the Acquiring Fund Shares received pursuant to paragraph 1.1. Such
liquidation and distribution will be accomplished by the transfer of the
Acquiring Fund Shares credited to the account of the Acquired Fund to open
accounts on the share records in the names of Acquired Fund Shareholders as
delivered to the Acquiring Fund prior to the Closing Date in accordance with
paragraph 3.5 and representing the respective pro rata entitlement of each
Acquired Fund Shareholder in the Acquiring Fund Shares of the corresponding
Class held by the Acquired Fund Shareholder at the time of the Closing.
4.2 In connection with such liquidating distributions, (a) the Acquiring
Fund shall not deliver certificates representing its shares and (b) the share
transfer books of the Acquired Fund shall be permanently closed as of the
Closing Date and arrangements satisfactory to the Acquiring Fund, acting
reasonably, shall be made to restrict the further transfer of the Acquired
Fund's shares.
4.3 As soon as practicable after the liquidation of the Acquired Fund, the
Acquired Fund shall terminate its existence as a series of a statutory trust
under the laws of the State of Delaware and in accordance with the Declaration
of Trust and By-Laws of the Acquired Fund.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Acquired Fund represents and warrants to the Acquiring Fund, which
representations and warranties will be true and correct on the date hereof and
on the Closing Date as though made on and as of the Closing Date, as follows:
(a) The Acquired Fund is a series of the Trust, which 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, subject
to approval by the Acquired Fund Shareholders, 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 not 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 Fund is a series of a registered investment company
classified as a management company of the open-end type, and the Trust's
registration with the Securities and Exchange Commission (the "Commission")
under the Investment Company Act of 1940 (the "Investment Company Act") is in
full force and effect;
(c) The Acquired Fund is not, and the execution, delivery and
performance of this Agreement in respect of the Acquired Fund will not result,
in a material violation of its Declaration of Trust or By-Laws or of any
material agreement, indenture, instrument, contract, lease or other undertaking
with respect to the Acquired Fund to which the Acquired Fund is a party or by
which the Acquired Fund or its assets are bound;
(d) Except as specifically disclosed on Schedule 5.1(d) or included
in the calculation of NAV on the Valuation Date, the Acquired Fund has no
material contracts or other commitments (other than this Agreement) with respect
to the Acquired Fund which will be terminated with liability to either the
Acquired Fund or to the Acquired Fund on or prior to the Closing Date;
(e) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or to its knowledge
threatened against the Acquired Fund or any of the Acquired Fund's properties or
assets, except as previously disclosed in writing to, and acknowledged in
writing by, the Acquiring Fund. The Acquired Fund is not a party to or subject
to the provisions of any order, decree or judgment of any court
41
or governmental body which materially and adversely affects the Acquired Fund's
business or the Acquired Fund's ability to consummate the transactions herein
contemplated;
(f) The statement of assets and liabilities of the Acquired Fund as
of December 31, 2004 has been audited by Ernst & Young LLP, independent
registered public accounting firm, and has been prepared in accordance with GAAP
consistently applied and fairly reflects the financial condition of the Acquired
Fund as of such date. Except for the Assumed Liabilities, the Acquired Fund will
not have any known or contingent liabilities on the Closing Date;
(g) Since December 31, 2004, except as disclosed on a schedule to
this Agreement or specifically disclosed in the Acquired Fund's prospectus or
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), a decline in NAV per share of the Acquired Fund arising out of
its normal investment operations or a decline in net assets of the Acquired Fund
as a result of redemptions shall not constitute a material adverse change;
(h) For each taxable year of its operation, the Acquired Fund has met
the requirements of Subchapter M of the Code for qualification and favorable tax
treatment as a regulated investment company and will qualify as such as of the
Closing Date with respect to its taxable year ending on the Closing Date. The
Acquired Fund has not taken any action, or failed to take any action, which has
caused or will cause the Acquired Fund to fail to qualify for such favorable tax
treatment as a regulated investment company under the Code. The Acquired Fund
has not been notified that any tax return or other filing of the Acquired Fund
has been reviewed or audited by any federal, state, local or foreign taxing
authority. Except as set forth on Schedule 5.1:
(A) The Acquired Fund shall have filed all federal, state and
local tax returns required by law to be filed, including all
information returns and payee statements, and all tax returns for
foreign countries, provinces and other governing bodies that have
jurisdiction to levy taxes upon;
(B) The Acquired Fund shall have paid all taxes, interest,
penalties, assessments and deficiencies which have become due or
which have been claimed to be due or provision shall have been
made for the payment thereof;
(C) All tax returns filed or to be filed by the Acquired Fund
shall constitute complete and accurate reports of the respective
tax liabilities of the Acquired Fund or, in the case of
information returns and payee statements, the amounts required to
be reported accurately set forth all material items required to
be included or reflected in such returns;
(D) The Acquired Fund has not and will not have waived or
extended any applicable statute of limitations relating to the
assessment of federal, state, local or foreign taxes; and
(E) The Acquired Fund has not been notified that any examinations
of the federal, state, local or foreign tax returns of the
Acquired Fund are currently in progress or threatened and no
deficiencies have been asserted or assessed against the Acquired
Fund as a result of any audit by the Internal Revenue Service or
any state, local or foreign taxing authority, and no such
deficiency has been proposed or threatened;
(i) All issued and outstanding shares of the Acquired Fund are, and
at the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable. To the Acquired Fund's knowledge, all of the issued and
outstanding shares of the Acquired Fund will, at the time of Closing, be held of
record by the persons and in the amounts set forth in the records of the
transfer agent as provided in paragraph 3.5. The Acquired Fund does not have
outstanding any options, warrants or other rights to subscribe for or purchase
any shares of the Acquired Fund, nor is there outstanding any security
convertible into any shares of the Acquired Fund;
42
(j) At the Closing Date, the Acquired Fund will have good and
marketable title to the assets to be transferred to the Acquiring Fund pursuant
to paragraph 1.1 and full right, power and authority to sell, assign, transfer
and deliver such assets hereunder, and, upon delivery and payment for such
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, other than as disclosed in
writing to, and acknowledged in writing by, the Acquiring Fund;
(k) The Acquired Fund has the power and authority to enter into and
perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary action
on the part of the Acquired Fund's Board of Trustees, and, subject to the
approval of the Acquired Fund Shareholders, assuming due authorization,
execution and delivery by the Acquiring Fund, this Agreement will constitute a
valid and binding obligation 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;
(l) Any information furnished by the Acquired Fund for use in
registration statements, proxy materials 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;
(m) The proxy statement to be included in the Acquiring Fund's
Registration Statement on Form N-14 attached hereto as Annex A (other than
information therein that relates to Pioneer Investment Management, Inc., the
Acquiring Fund or their affiliates) will, on the effective date of that
Registration Statement and on the Closing Date, 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 not misleading;
(n) Except as set forth on Schedule 5.1 and as will be obtained on or
prior to the Closing Date, no consent, approval, authorization or order of any
court or governmental authority is required for the consummation by the Acquired
Fund of the transactions contemplated by this Agreement;
(o) To the Acquired Fund's knowledge, all of the issued and
outstanding shares of beneficial interest of the Acquired Fund have been offered
for sale and sold in conformity with all applicable federal and state securities
laws;
(p) The Acquired Fund currently complies in all material respects
with and since its organization has complied in all material respects with the
requirements of, and the rules and regulations under, the Investment Company
Act, the Securities Act, the Securities Exchange Act of 1934 (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,
and since its organization has complied in all material respects with, all
investment objectives, policies, guidelines and restrictions and any compliance
procedures established by the Trust with respect to the Acquired Fund. All
advertising and sales material used by the Acquired Fund complies in all
material respects with and has complied in all material respects with the
applicable requirements of the Securities Act, the rules and regulations of the
Commission, and, to the extent applicable, the Conduct Rules of the National
Association of Securities Dealers, Inc. (the "NASD") 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, the
NASD or any state securities authorities by the Acquired Fund 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) The Acquired Fund has previously provided to the Acquiring Fund
(and will at the Closing provide an update through the Closing Date of such
information) with data which supports a calculation of the Acquired Fund's total
return and yield for all periods since the organization of the Acquired Fund.
Such data has
43
been prepared in accordance in all material respects with the requirements of
the Investment Company Act and the regulations thereunder and the rules of the
NASD;
(r) The prospectus of the Acquired Fund dated May 1, 2005, and any
amendments or supplements thereto, previously furnished to the Acquiring Fund,
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 under which such statements were made, not
misleading.
(s) The Acquired Fund Tax Representation Certificate to be delivered
by the Acquired Fund to the Acquiring Fund and Wilmer Cutler Pickering Hale and
Dorr LLP at the Closing pursuant to paragraph 8.4 (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.
5.2 The Acquiring Fund represents and warrants to the Acquired Fund, which
representations and warranties will be true and correct on the date hereof and
on the Closing Date as though made on and as of the Closing Date, as follows:
(a) The Acquiring Fund is a series of the Trust, which 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 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 not 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 Trust is a series 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 prospectus and statement of additional information of the
Acquiring Fund included in the Acquiring Fund's registration statement that will
be in effect on the Closing Date 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 will not as of its
date and 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;
(d) The Acquiring Fund is not, and its execution, delivery and
performance of this Agreement will not result, in violation of its Agreement and
Declaration of Trust or By-Laws or in material violation of any agreement,
indenture, instrument, contract, lease or other undertaking with respect to the
Acquiring Fund to which it is a party or by which it is bound;
(e) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or threatened against
the Acquiring Fund or any of the Acquiring Fund's properties or assets, except
as previously disclosed in writing to, and acknowledged in writing by, the
Acquired Fund. The Acquiring Fund knows of no facts which might form the basis
for the institution of such proceedings, and 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 and adversely affects the Acquiring Fund's
business or its ability to consummate the transactions contemplated herein;
(f) The Acquiring Fund has the power and authority to enter into and
perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary action,
if any, on the part of the Acquiring Fund's Board of Trustees, and, assuming due
authorization, execution and delivery by 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;
44
(g) 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 at the Closing Date have been duly authorized
and, when so issued and delivered, will be duly and validly issued Acquiring
Fund Shares and will be 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 of the Acquiring Fund Shares;
(h) The information to be furnished by the Acquiring Fund for use in
proxy materials 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;
(i) For each taxable year of its operation, the Acquiring Fund has
met the requirements of Subchapter M of the Code for qualification and treatment
as a regulated investment company and has elected to be treated as such and will
qualify as such as of the Closing Date. The Acquiring Fund has not taken any
action which has caused or will cause the Acquiring Fund to fail to qualify as a
regulated investment company under the Code. The Acquiring Fund has not been
notified that any tax return or other filing of the Acquiring Fund has been
reviewed or audited by any federal, state, local or foreign taxing authority.
Except as set forth on Schedule 5.1:
(A) The Acquiring Fund shall have filed all federal, state and
local tax returns required to be filed, including all information
returns and payee statements, and all tax returns for foreign
countries, provinces and other governing bodies that have
jurisdiction to levy taxes upon it;
(B) The Acquiring Fund shall have paid all taxes, interest,
penalties, assessments and deficiencies which have become due or
which have been claimed to be due or provision shall have been
made for the payment thereof;
(C) All tax returns filed or to be filed by the Acquiring Fund
shall constitute complete and accurate reports of the respective
tax liabilities of the Acquiring Fund or, in the case of
information returns and payee statements, the amounts required to
be reported accurately set forth all material items required to
be included or reflected in such returns;
(D) The Acquiring Fund has not and will not have waived or
extended any applicable statute of limitations relating to the
assessment of federal, state, local or foreign taxes; and
(E) The Acquiring Fund has not been notified that any
examinations of the federal, state, local or foreign tax returns
of the Acquiring Fund are currently in progress or threatened and
no deficiencies have been asserted or assessed against the
Acquiring Fund as a result of any audit by the Internal Revenue
Service or any state, local or foreign taxing authority, and no
such deficiency has been proposed or threatened;
(j) Immediately prior to the Closing, the Acquiring Fund will be in
compliance in all material respects with all applicable laws, rules and
regulations, including, without limitation, the Investment Company Act, the
Securities Act, the Exchange Act and all applicable state securities laws.
Immediately prior to the Closing, the Acquiring Fund will be in compliance in
all material respects with the applicable investment policies and restrictions
set forth in its registration statement currently in effect and will have
calculated its NAV in accordance with the Acquiring Fund's registration
statement;
(k) The Acquiring Fund Shares to be issued pursuant to this Agreement
shall on the Closing Date be duly registered under the Securities Act by a
Registration Statement on Form N-14 of the Acquiring Fund then in effect and
qualified for sale under the applicable state securities laws; and
(l) The Acquiring Fund Shares to be issued pursuant to this Agreement
are duly authorized and on the Closing Date will be validly issued and fully
paid and non-assessable and will conform in all material respects to the
description thereof contained in the Acquiring Fund's Registration Statement on
Form N-14. On the Closing Date,
45
the Acquiring Fund shall not, except as provided herein, have outstanding any
warrants, options, convertible securities or any other type of right pursuant to
which any person could acquire Acquiring Fund Shares.
(m) The Acquiring Fund Tax Representation Certificate to be delivered
by the Acquiring Fund to the Acquired Fund and Wilmer Cutler Pickering Hale and
Dorr LLP at Closing pursuant to paragraph 7.3 (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.
6. COVENANTS OF EACH OF THE PARTIES
6.1 The Acquired Fund will operate its business in the ordinary course
between the date hereof and the Closing Date. It is understood that such
ordinary course of business will include the declaration and payment of
customary dividends and distributions and any other dividends and distributions
necessary or advisable (except to the extent distributions that are not
customary may be limited by representations made in connection with the issuance
of the tax opinion described in paragraph 9.5 hereof), in each case payable
either in cash or in additional shares.
6.2 The Acquired Fund will call a meeting of the Acquired Fund
Shareholders to consider and act upon the matters set forth in the proxy
statement. Each of the Acquired Fund and the Acquiring Fund will use reasonable
efforts to promptly prepare and file with the Commission a Registration
Statement on Form N-14 relating to the transactions contemplated by this
Agreement.
6.3 The Acquired Fund covenants that the Acquiring Fund Shares to be
issued hereunder are not being acquired for the purpose of making any
distribution thereof other than in accordance with the terms of this Agreement.
6.4 The Acquired Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requests concerning the beneficial
ownership of the Acquired Fund's shares.
6.5 Subject to the provisions of this Agreement, each of the Acquired Fund
and the Acquiring 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 and make effective the transactions contemplated by this Agreement.
6.6 The Acquired Fund shall furnish to the Acquiring Fund on the Closing
Date the Closing Statement, which statement shall be prepared in accordance with
GAAP consistently applied and shall be certified by the Acquired Fund's
Treasurer or Assistant Treasurer. As promptly as practicable, but in any case
within 90 days after the Closing Date, 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 as a result of Section 381 of the
Code, and which statement will be certified by the Treasurer of the Acquired
Fund.
6.7 The Acquired Fund shall provide the Acquiring Fund with information
reasonably necessary for the preparation of a prospectus, which will include the
proxy statement, referred to in paragraph 5.1(m), all to be included in the
Acquiring Fund's Registration Statement on Form N-14, in compliance with the
Securities Act, the Exchange Act and the Investment Company Act in connection
with the meeting of the Acquired Fund Shareholders to consider approval of this
Agreement and the transactions contemplated herein.
6.8 The Acquired Fund shall maintain errors and omissions insurance
covering management of the Acquired Fund prior to and including the Closing
Date.
6.9 Neither the Acquired Fund not the Acquiring Fund shall take any action
that is inconsistent with the representations set forth in, with respect to the
Acquired Fund, the Acquired Fund Tax Representation Certificate, and with
respect to the Acquiring Fund, the Acquiring Fund Tax Representation
Certificate, to the extent such action would prevent the reorganization from
qualifying as a "reorganization" under Section 368(a) of the Code.
46
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all of 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:
7.1 All representations and warranties made in this Agreement by the
Acquiring Fund 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 Acquiring Fund shall have delivered to the Acquired Fund a
certificate executed in its name by its President, Executive Vice President,
Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory
to the Acquired Fund and dated as of the Closing Date, to the effect that the
representations and warranties made in this Agreement by the Acquiring 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; and
7.3 The Acquiring Fund shall have delivered to the Acquired Fund and
Wilmer Cutler Pickering Hale and Dorr LLP an Acquiring Fund Tax Representation
Certificate, satisfactory to the Acquired Fund and Wilmer Cutler Pickering Hale
and Dorr LLP, substantially in the form attached to this Agreement as Annex B,
concerning certain tax-related maters with respect to the Acquiring Fund.
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquired Fund of all of the its obligations hereunder on or before the Closing
Date and, in addition thereto, the following further conditions:
8.1 All representations and warranties made in this Agreement by the
Acquired Fund 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;
8.2 The Acquired Fund shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets and liabilities showing the federal tax
bases and holding periods as of the Closing Date, certified by the Acquired
Fund's Treasurer or Assistant Treasurer;
8.3 The Acquired Fund shall have delivered to the Acquiring Fund on the
Closing Date a certificate executed in its name by its President, Executive Vice
President, 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 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; and
8.4 The Acquired Fund shall have delivered to the Acquiring Fund and
Wilmer Cutler Pickering Hale and Dorr LLP an Acquired Fund Tax Representation
Certificate, satisfactory to the Acquiring Fund and Wilmer Cutler Pickering Hale
and Dorr LLP, substantially in the form attached to this Agreement as Annex C,
concerning certain tax-related matters with respect to the Acquired Fund.
9. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE PARTIES
If any of the conditions set forth below do 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:
47
9.1 This Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding shares of
the Acquired Fund in accordance with the provisions of each of the Acquired
Fund's Declaration of Trust and By-Laws, and certified copies of the votes
evidencing such approval shall have been delivered to the Acquiring Fund.
Notwithstanding anything herein to the contrary, neither party hereto may waive
the conditions set forth in this paragraph 9.1;
9.2 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;
9.3 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 for itself waive any of such
conditions;
9.4 The Acquiring Fund's Registration Statement on Form N-14 shall have
become effective under the Securities Act and no stop orders suspending the
effectiveness thereof shall have been issued and, to the best 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;
9.5 The parties shall have received a favorable opinion of Wilmer Cutler
Pickering Hale and Dorr LLP, addressed to the Acquiring Fund and the Acquired
Fund and satisfactory to the Acquiring Fund and the Acquired Fund, substantially
to the effect that for federal income tax purposes, on the basis of the facts,
representations and assumptions set forth in such opinion, the acquisition by
the Acquiring Fund of all of the assets of the Acquired Fund solely in exchange
for the issuance of Acquiring Fund Shares to the Acquired Fund and the
assumption of all of the Assumed Liabilities by the Acquiring Fund, followed by
the distribution by the Acquired Fund, in liquidation of the Acquired Fund, of
Acquiring Fund Shares to the Acquired Fund Shareholders in exchange for their
Acquired Fund shares of beneficial interest and the termination of the Acquired
Fund, will constitute a reorganization within the meaning of Section 368(a) of
the Code. Notwithstanding anything herein to the contrary, neither Acquiring
Fund nor Acquired Fund may waive the conditions set forth in this paragraph 9.5;
and
9.6 The Acquired Fund shall have distributed to its shareholders, in a
distribution or distributions qualifying for the deduction for dividends paid
under Section 561 of the Code, all of its 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.
10. BROKERAGE FEES AND EXPENSES
10.1 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.
10.2 Each party shall pay all of its own expenses incurred in connection
with the transactions contemplated by this Agreement, except that Pioneer
Investment Management, Inc. will bear 50% of the costs of the preparation,
printing, and mailing of the proxy statement and the costs of any solicitation,
and each party shall share equally in the remaining portion of such expenses.
48
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
11.1 The parties hereto agree that no party has made any
representation, warranty or covenant not set forth herein or referred to in
paragraph 9.6 hereof and that this Agreement constitutes the entire agreement
between the parties.
11.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
12. TERMINATION
12.1 This Agreement may be terminated at any time prior to the Closing Date
by: (a) the mutual agreement of the Acquired Fund and the Acquiring Fund; (b)
any party in the event that the other party hereto shall breach any material
representation, warranty or agreement contained herein to be performed at or
prior to the Closing Date and has not cured such breach within 10 days of notice
thereof; or (c) a condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears that it will
not or cannot be met.
12.2 In the event of any such termination, there shall be no liability for
damages on the part of any party hereto or their respective Trustees or officers
to the other party, but each shall bear the expenses incurred by it incidental
to the preparation and carrying out of this Agreement.
13. 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 Fund and the Acquiring Fund; provided, however, that following the
meeting of the Acquired Fund Shareholders called by the Acquired Fund pursuant
to paragraph 6.2 of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of the Acquiring Fund Shares
to be issued to the Acquired Fund Shareholders under this Agreement to the
detriment of the Acquired Fund Shareholders without their further approval.
14. 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 Fund and the
Acquiring Fund at 60 State Street, Boston, Massachusetts 02109.
15. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
15.1 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.
15.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
15.3 This Agreement shall be governed by and construed in accordance with
the laws of The Commonwealth of Massachusetts.
15.4 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 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, 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.
15.5 It is expressly agreed that the obligations of the Acquiring Fund and
the Acquired Fund shall not be binding upon any of their respective Trustees,
shareholders, nominees, officers, agents or employees personally, but bind
49
only the property of the Acquiring Fund or the Acquired Fund, as the case may
be, as provided in the Declaration of Trust of the Acquiring Fund and the
Acquired Fund, respectively. The execution and delivery of this Agreement have
been authorized by the Acquired Trustees of each of the Acquiring Fund and the
Acquired Fund and this Agreement has been executed by authorized officers of the
Acquiring Fund and the Acquired Fund acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such officers
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the property of the
Acquiring Fund and the Acquired Fund, as the case may be, as provided in the
Declaration of Trust of the Acquiring Fund and the Acquired Fund, respectively.
[Remainder of page left blank intentionally.]
50
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its President or Vice President and attested by its Secretary or
Assistant Secretary.
Attested: Pioneer Series Trust II,
on behalf of its series
Pioneer Growth Leaders Fund
By: By:
Name: Name:
Title: Title:
Attest: Pioneer Series Trust II,
on behalf of its series
Pioneer Strategic Growth Fund
By: By:
Name: Name:
Title: Title:
51
Exhibit B
ANNEX A
TAX REPRESENTATION CERTIFICATE OF
PIONEER GROWTH LEADERS FUND
This certificate is being delivered in connection with the transaction to
be effected pursuant to the Agreement and Plan of Reorganization (the
"Agreement") made as of ________________, 2005 between Pioneer Growth Leaders
Fund ("Acquiring Fund"), and Pioneer Strategic Growth Fund ("Acquired Fund"),
each a series of the Pioneer Series Trust II (the "Trust"). Pursuant to the
Agreement, Acquiring Fund will acquire all of the assets of Acquired Fund in
exchange solely for (i) the assumption by Acquiring Fund of all of the
liabilities of Acquired Fund (the "Acquired Fund Liabilities") and (ii) the
issuance of Class A shares, Class B shares and Class C shares of beneficial
interest of Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund,
followed by the distribution by Acquired Fund, in liquidation of Acquired Fund,
of the Acquiring Fund Shares to the shareholders of Acquired Fund and the
termination of Acquired Fund (the foregoing together constituting the
"transaction").
The undersigned officer of the Trust, after consulting with its counsel,
auditors and tax advisers regarding the meaning of and factual support for the
following representations, on behalf of Acquiring Fund, hereby certifies and
represents that the following statements are true, complete and correct and will
be true, complete and correct on the date of the transaction and thereafter as
relevant. Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Agreement.
1. Acquiring Fund is a series of the Trust, a statutory trust established
under the laws of the State of Delaware, and Acquiring Fund is, and has been at
all times, treated as a separate corporation for federal tax purposes.
2. Neither Acquiring Fund nor any person "related" to Acquiring Fund (as
defined in Treasury Regulation Section 1.368-1(e)(3)), nor any partnership of
which Acquiring Fund or any such related person is a partner, has any plan or
intention to redeem or otherwise acquire any of the Acquiring Fund Shares
received by shareholders of Acquired Fund in the transaction except in the
ordinary course of Acquiring Fund's business in connection with its legal
obligation under Section 22(e) of the Investment Company Act of 1940, as amended
(the "1940 Act"), as a series of a registered open-end investment company to
redeem its own shares.
3. After the transaction, Acquiring Fund will continue the historic business
(as defined in Treasury Regulation Section 1.368-1(d)(2)) of Acquired Fund or
will use a significant portion of the historic business assets (as defined in
Treasury Regulation Section 1.368-1(d)(3)) acquired from Acquired Fund in a
business.
4. Acquiring Fund has no plan or intention to sell or otherwise dispose of any
assets of Acquired Fund acquired in the transaction, except for dispositions
made in the ordinary course of its business or to maintain its qualification as
a regulated investment company under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code").
5. Any expenses of Acquired Fund incurred in connection with the transaction
which are paid or assumed by Acquiring Fund will be expenses of Acquired Fund
solely and directly related to the transaction in accordance with Rev. Rul.
73-54, 1973-1 C.B. 187. Acquiring Fund will not pay or assume the expenses, if
any, of Acquired Fund shareholders in connection with the transaction.
6. There is no, and never has been any, indebtedness between Acquiring Fund
and Acquired Fund.
7. Acquiring Fund has properly elected to be treated as a regulated investment
company under Subchapter M of the Code, has qualified for the special tax
treatment afforded regulated investment companies under the Code for each
taxable year since inception, qualifies for such treatment as of the date of the
Closing, and intends to qualify for such treatment after the transaction.
52
8. Acquiring Fund meets the requirements of an "investment company" as defined
in Section 368(a)(2)(F) of the Code.
9. Acquiring Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.
10. Acquiring Fund does not now own and has never owned, directly or
indirectly, any shares of Acquired Fund.
11. As of the date of the transaction, the fair market value of the Acquiring
Fund Shares issued to Acquired Fund in the transaction will be approximately
equal to the fair market value of the assets of Acquired Fund received by
Acquiring Fund, minus the Acquired Fund Liabilities assumed by Acquiring Fund.
Acquiring Fund will not furnish any consideration in connection with the
acquisition of Acquired Fund's assets other than the assumption of such Acquired
Fund Liabilities and the issuance of such Acquiring Fund Shares.
12. Acquired Fund shareholders will not be in control (within the meaning of
Sections 368(a)(2)(H)(i) and 304(c)(1) of the Code, which generally provide that
control means the ownership of shares possessing at least 50% of the total
combined voting power of all classes of stock that are entitled to vote or at
least 50% of the total value of shares of all classes of stock) of Acquiring
Fund after the transaction.
13. The transaction is being undertaken for valid and substantial business
purposes, including capitalizing on potential economies of scale in expenses,
including the costs of accounting, legal, transfer agency, insurance, custodial,
and administrative services, and increasing diversification.
14. No Acquired Fund shareholder is acting as agent for Acquiring Fund in
connection with the transaction or approval thereof. Acquiring Fund will not
reimburse any Acquired Fund shareholder for Acquired Fund shares such
shareholder may have purchased or for other obligations such shareholder may
have incurred.
The undersigned officer of the Trust is authorized to make all of the
representations set forth herein, and the undersigned is authorized to execute
this certificate on behalf of Acquiring Fund. The undersigned recognizes that
Wilmer Cutler Pickering Hale and Dorr LLP will rely upon the foregoing
representations in evaluating the United States federal income tax consequences
of the transaction and rendering its opinion pursuant to Section 9.5 of the
Agreement. If, prior to the date of the transaction, any of the representations
set forth herein ceases to be accurate, the undersigned agrees to deliver
immediately to Wilmer Cutler Pickering Hale and Dorr LLP a written notice to
that effect.
Pioneer Series Trust II,
on behalf of its series
Pioneer Growth Leaders Fund
By:
Name:
Title:
Dated: _______________, 2005
53
Exhibit C
ANNEX B
TAX REPRESENTATION CERTIFICATE OF
PIONEER STRATEGIC GROWTH FUND
This certificate is being delivered in connection with the transaction to
be effective pursuant to the Agreement and Plan of Reorganization (the
"Agreement") made as of ___________ , 2005 between Pioneer Growth Leaders Fund
("Acquiring Fund"), and Pioneer Strategic Growth Fund ("Acquired Fund"), each a
series of the Pioneer Series Trust II (the "Trust"). Pursuant to the Agreement,
Acquiring Fund will acquire all of the assets of Acquired Fund in exchange
solely for (i) the assumption by Acquiring Fund of all of the liabilities of
Acquired Fund (the "Acquired Fund Liabilities") and (ii) the issuance of Class A
shares, Class B shares and Class C shares of beneficial interest of Acquiring
Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the
distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring
Fund Shares to the shareholders of Acquired Fund and the termination of Acquired
Fund (the foregoing together constituting the "transaction").
The undersigned officer of the Trust, after consulting with its counsel,
auditors and tax advisers regarding the meaning of and factual support for the
following representations, on behalf of Acquired Fund, hereby certifies and
represents that the following statements are true, complete and correct and will
be true, complete and correct on the date of the transaction and thereafter as
relevant. Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Agreement.
1. Acquired Fund is a series of the Trust, a statutory trust established
under the laws of the State of Delaware, and Acquired Fund is, and has
been at all times, treated as a separate corporation for federal
income tax purposes.
2. As of the date of the transaction, the fair market value of the
Acquiring Fund Shares received by each shareholder that holds shares
of Acquired Fund (the "Acquired Fund Shares") will be approximately
equal to the fair market value of the Acquired Fund Shares with
respect to which such Acquiring Fund Shares are received, and the
aggregate consideration received by Acquired Fund shareholders in
exchange for their Acquired Fund Shares will be approximately equal to
the fair market value of all of the outstanding Acquired Fund Shares
immediately prior to the transaction. No property other than Acquiring
Fund Shares will be distributed to shareholders of Acquired Fund in
exchange for their Acquired Fund Shares, nor will any such shareholder
receive cash or other property as part of the transaction.
3. Neither Acquired Fund nor any person "related" to Acquired Fund (as
defined in Treasury Regulation Section 1.368-1(e)(3)), nor any
partnership in which the Acquired Fund or any such related person is a
partner, has redeemed, acquired or otherwise made any distributions
with respect to any shares of Acquired Fund as part of the
transaction, or otherwise pursuant to a plan of which the transaction
is a part, other than redemptions and distributions made in the
ordinary course of Acquired Fund's business as a series of an open-end
regulated investment company. There is no plan or intention on the
part of any shareholder of Acquired Fund that owns beneficially 5% or
more of the Acquired Fund Shares and, to the best knowledge of
management of Acquired Fund, there is no plan or intention on the part
of the remaining shareholders of Acquired Fund to engage in any
transaction with Acquired Fund, Acquiring Fund, or any person treated
as related to Acquired Fund or Acquiring Fund under Treasury
Regulation Section 1.368-1(e)(3) or any partnership in which Acquired
Fund, Acquiring Fund, or any person treated as related to Acquired
Fund or Acquiring Fund under Treasury Regulation Section 1.368-1(e)(3)
is a partner involving the sale, redemption or exchange of any of the
Acquired Fund Shares or any of the Acquiring Fund Shares to be
received in the transaction, as the case may be, other than in the
ordinary course of Acquired Fund's business as a series of an open-end
investment company.
54
4. Acquired Fund assets transferred to Acquiring Fund will comprise at
least ninety percent (90%) of the fair market value of the net assets
and at least seventy percent (70%) of the fair market value of the
gross assets held by Acquired Fund immediately prior to the
transaction. For purposes of this representation, amounts used by
Acquired Fund to pay expenses of the transaction and all redemptions
and distributions (except for redemptions in the ordinary course of
business upon demand of a shareholder that Acquired Fund is required
to make as a series of an open-end investment company pursuant to
Section 22(e) of the Investment Company Act of 1940, as amended, and
regular, normal dividends) made by Acquired Fund immediately preceding
the transaction are taken into account as assets of Acquired Fund held
immediately prior to the transaction.
5. As of the date of the transaction, the fair market value of the
Acquiring Fund Shares issued to Acquired Fund in the transaction will
be approximately equal to the fair market value of the assets of
Acquired Fund received by Acquiring Fund, minus the Acquired Fund
Liabilities assumed by Acquiring Fund. Acquired Fund will not receive
any consideration from Acquiring Fund in connection with the
acquisition of Acquired Fund's assets other than the assumption of
such Acquired Fund Liabilities and the issuance of such Acquiring Fund
Shares.
6. The Acquired Fund Liabilities assumed by Acquiring Fund plus the
liabilities, if any, to which the transferred assets are subject were
incurred by Acquired Fund in the ordinary course of its business.
7. As of the Closing Date, the fair market value of the Acquired Fund
assets transferred to Acquiring Fund will equal or exceed the sum of
the Acquired Fund Liabilities assumed by Acquiring Fund for purposes
of Section 357(d) of the Internal Revenue Code of 1986, as amended
(the "Code").
8. Acquired Fund currently conducts its historic business within the
meaning of Treasury Regulation Section 1.368-1(d)(2), which provides
that, in general, a corporation's historic business is the business it
has conducted most recently, but does not include a business that the
corporation enters into as part of a plan of reorganization. The
Acquired Fund assets transferred to Acquiring Fund will be Acquired
Fund's historic business assets within the meaning of Treasury
Regulation Section 1.368-1(d)(3), which provides that a corporation's
historic business assets are the assets used in its historic business.
9. Acquired Fund will distribute to its shareholders the Acquiring Fund
Shares it receives pursuant to the transaction, and its other
properties, if any, and will be liquidated promptly thereafter.
10. The expenses of Acquired Fund incurred by it in connection with the
transaction which are to be assumed by Acquiring Fund, if any, will be
only such expenses that are solely and directly related to the
transaction in accordance with Rev. Rul. 73-54, 1973-1 C.B. 187.
Acquired Fund will not pay any expenses incurred by its shareholders
in connection with the transaction.
11. There is no, and never has been any, indebtedness between Acquiring
Fund and Acquired Fund.
12. Acquired Fund has properly elected to be treated as a regulated
investment company under Subchapter M of the Code, has qualified for
the special tax treatment afforded regulated investment companies
under Subchapter M of the Code for each taxable year since inception,
and qualifies for such treatment for its taxable year ending on the
closing date of the transaction.
13. Acquired Fund meets the requirements of an "investment company" in
Section 368(a)(2)(F) of the Code.
14. Acquired Fund is not under the jurisdiction of a court in a Title 11
or similar case within the meaning of Section 368(a)(3)(A) of the
Code.
15. Acquired Fund shareholders will not be in control (within the meaning
of Sections 368(a)(2)(H)(i) and 304(c)(1) of the Code, which generally
provide that control means the ownership of shares possessing at least
50% of the total combined voting power of all classes of stock that
are entitled to vote or at least 50% of the total value of shares of
all classes of stock) of Acquiring Fund after the transaction.
55
16. Acquired Fund shareholders will not have dissenters' or appraisal
rights in the transaction.
17. The transaction is being undertaken for valid and substantial business
purposes, including capitalizing on potential economies of scale in
expenses, including the costs of accounting, legal, transfer agency,
insurance, custodial, and administrative services, and increasing
diversification.
The undersigned officer of the Trust is authorized to make all of the
representations set forth herein, and the undersigned is authorized to execute
this certificate on behalf of Acquired Fund. The undersigned recognizes that
Wilmer Cutler Pickering Hale and Dorr LLP will rely upon the foregoing
representations in evaluating the United States federal income tax consequences
of the transaction and rendering its opinion pursuant to Section 9.5 of the
Agreement. If, prior to the date of the transaction, any of the representations
set forth herein ceases to be accurate, the undersigned agrees to deliver
immediately to Wilmer Cutler Pickering Hale and Dorr LLP a written notice to
that effect.
Pioneer Series Trust II,
on behalf of its series
Pioneer Strategic Growth Fund
By:
Name:
Title:
Dated: ______________ , 2005
56
Exhibit D
Pioneer Strategic Growth Fund (Pioneer Papp Strategic Growth Fund)
Portfolio Management Discussion 12/31/04
In a year when investors favored companies that were small and lesser quality,
large-company growth stocks trailed the stock market in 2004. However, as
Rosellen Papp, a member of the Fund's management team, discusses in the
following interview, these out-of-favor, large-capitalization stocks have become
quite attractive and may be poised for a turnaround in 2005.
Q: Was the market and economic environment favorable for the Fund's investment
strategy?
A: It was a difficult year for the Fund. Despite the positive fundamentals
underlying the sound, well managed, large-company stocks in your portfolio, this
sector of the equity market posted lackluster returns for 2004. Large-company
stocks have been out of favor for several years now, outshined by their small-
and mid-size counterparts, which tend to rally quickly in an improving economic
environment, when investors typically are more willing to take on greater risk.
In addition, growth stocks, such as those composing your portfolio, trailed
value stocks, which place a greater emphasis on the price of a stock rather than
its earnings growth potential. Walmart, a Fund holding, is a good example of a
profitable company that suffered in 2004 as a result of investors' disinterest
in the stock rather than any substantive news that depressed its stock.
Q: How did the Fund perform for the fiscal year?
A: For the 12 months ended December 31, 2004, the Fund's Class A shares returned
- -0.48% at net asset value. In comparison, the Standard & Poor's 500 Index
increased 11.04%, and the Russell 1000 Growth Index climbed 6.30% for the same
period. The Fund underperformed the 7.74% average return of the 925 large
capitalization core funds tracked by Lipper, Inc. (Lipper is an independent firm
that measures mutual fund performance.)
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
This performance is disappointing but understandable given the investment
mandate of the Fund. In addition to its large-company growth focus, the Fund's
assets are concentrated in three broad business segments - technology, financial
services and health care. Unfortunately, none of these industries ranked among
the better performing sectors for 2004, and the Fund suffered as a result. After
their strong appreciation in 2003, technology stocks struggled throughout the
fiscal year. With the stronger economic growth came higher interest rates, which
depressed the near-term outlook for the financial services sector. Health care
stocks declined over safety concerns about the blockbuster drugs Vioxx and
Celebrex.
Q: Could you talk more specifically about which companies hurt performance for
the fiscal year?
A: Certainly. With the exception of Internet companies, technology stocks as a
group were out of favor during the fiscal year. The Fund's investments in Intel
did poorly in 2004 after doubling in price in 2003. Microsoft's stock price
ended the year down a bit for the year. However, this growth company paid a
special one-time income dividend of $3 per share last fall, which, when factored
in, translated into a positive return for the stock for the year. This, in turn,
caused the Fund to pay an income dividend to our shareowners - the first time
since 1997.
Technology remains an area of considerable focus for your Fund, because it is
driving dramatic cost structure reductions, improving productivity and
increasing the standard of living around the globe. After several years of
restrained spending, existing technology is aging, and we think firms will begin
to invest once again in new computers and software.
With the world's population aging, we think the health care sector will be a
natural beneficiary of this trend. However, pharmaceutical stocks took a hit
last fall when Merck pulled Vioxx from the market as a result of a cancer study
that found heart attack and stroke risk potentially doubled in patients taking
this Cox-2 inhibitor for pain. We eliminated Merck from the portfolio.
57
Some of the proceeds from the sale of Merck were used to increase the Fund's
position in Techne, a small biotechnology company that makes proteins used in
medical research for oncology and neuroscience, and the pharmaceutical Eli
Lilly. Lilly doesn't have Cox-2 inhibitors in its drug portfolio, but it did
suffer in December from accusations that it hid test data on Prozac from the
FDA. Just this past January, however, these allegations were proven untrue. We
remain optimistic about Lilly's prospects, given its solid research and
development and its pipeline of drugs.
With the "baby boomers" in their peak saving years, preparing for college costs
and retirement, we expect financial services stocks to perform well over time.
However, the trend to higher interest rates took a toll on this group during the
reporting period, depressing stock prices of financial services companies. We
think the Fund's financial holdings were unjustly targeted, especially State
Street Corp., which provides custodial services to mutual fund money managers
worldwide. State Street's stock rallied strongly during the fourth quarter of
2004.
Q: Could you mention a couple of investments that helped performance?
A: Expeditors International of Washington is an international airfreight
forwarding company that is profiting from increased trade volume between Asia
and the rest of the globe. This company experienced strong revenue growth in
2004 due in large part to its China-to- Europe and China-to-United States trade
routes.
Chevron is one of the largest crude oil and liquified natural gas (LNG)
producers in the Asian Rim, and its stock has appreciated nicely since we
purchased it in May. In 2003, shortly after being granted drilling and
production rights in Australia, Chevron picked up a contract to drill for gas
off Mainland China. Not only did China National Offshore Oil purchase
significant volume from the gas field, but it also purchased an equity stake in
the leasehold deal. Chevron's arrangement with China represents one of the
largest LNG transactions in the history of the industry. Given the staggering
demand for energy in China, which is the second largest oil importer in the
world, we think Chevron offers a low-risk approach to investing in the energy
sector.
Q: What is your outlook for 2005?
A: Small-capitalization companies completed their sixth straight year of strong
returns in 2004. Likewise, value stocks have enjoyed robust performance for the
past few years. After such strong performance, many market observers believe
that the overlooked, large-capitalization growth companies may be poised for a
rally. Large-company technology and pharmaceutical stocks, which floundered in
2004, may offer some of the most compelling investment opportunities in 2005.
It's always hard to stick by stocks that have lagged the market, but we believe
the companies that make up your portfolio are of the highest quality and have
what it takes to go the distance. Needless to say, it'll be critical to be
invested in such underappreciated stocks when the market finally turns in their
favor and a recovery begins in earnest.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political conditions.
The Fund invests in a limited number of securities and, as a result, the Fund's
performance may be more volatile than the performance of funds holding more
securities. Investing in the securities of U.S. issuers with substantial foreign
activities involves many of the same risks as investing in the securities of
foreign issuers.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
58
Pioneer Growth Leaders Fund (formerly Pioneer Papp Stock Fund)
Portfolio Management Discussion 12/31/04
Equity markets rose in 2004, led by strong relative performance by small- and
mid-cap investments, and by stocks of companies that showed the greatest
earnings growth in a cyclical rebound. In general, stable growth stocks and
shares of very large, dominant companies lagged in performance. In the following
interview, L. Roy Papp and Rosellen C. Papp, who are responsible for the Fund's
management, discuss the factors that influenced the performance of Pioneer Papp
Stock Fund during the 12-month period ended December 31, 2004.
Q: How did the Fund perform?
A: Pioneer Papp Stock Fund trailed most market indices, as its emphasis on high
quality, industry-leading corporations remained out of favor for most of the
fiscal year. For the 12 months ended December 31, 2004, the Fund's Class A
shares returned 0.25% at net asset value. During the same 12 months, the
benchmark Russell 1000 Growth Index returned 6.30%, while the average return of
the 925 funds in Lipper's Large-Cap Core Category was 7.79%.
The performance data quoted represents past performance, which is no guarantee
of future results. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Q: What factors affected Fund performance?
A: We maintained our emphasis on industry-leading, stable-growth companies,
including many of the nation's largest companies, in which we have the greatest
confidence long term. That focus tended to work against performance during a
year in which many of these stocks trailed the market, as investors favored
companies with more volatile, if less predictable, earnings. In addition, our
concentrations of investments in the information technology and health care
sectors worked against performance. Dominant technology companies, such as
Intel, lagged market averages, although they largely met their earnings targets,
while pharmaceutical leaders, such as Pfizer and Merck, fell hard in the wake of
negative news reports about potential side effects associated with the class of
pain-relief drugs known as Cox-2 inhibitors. Despite the negative events in
2004, we continue to be impressed by the long-term potential of investments in
the technology and health care sectors and have maintained large concentrations
in both areas. However, we have made some adjustments in health care in view of
new risks.
Pioneer Papp Stock Fund is managed with a discipline that emphasizes investments
in quality, large-cap corporations with strong balance sheets, consistent
profits, good earnings growth and relatively little debt. We tend to have a
portfolio comprised of stocks of large, dominant companies, and we focus on
long-term investments in companies with strong prospects, rather than on
short-term, cyclical trends. At the end of the period, we held investments in 23
different companies.
Q: During a challenging period for your discipline, what types of investments
helped performance?
A: In a difficult year for the "mega-cap" companies, General Electric was able
to resist the tide and deliver a healthy return for the Fund. T. Rowe Price, the
asset management and mutual fund company, also appreciated substantially. We
have added to our position in T. Rowe Price, as we believe it is in a strong
position to benefit from proposals to privatize retirement and health care
accounts. Other investments that added to the Fund's performance included United
Parcel Service, Walgreen and Clorox.
The stock market didn't always reward consistency in 2004. Many of the Fund's
largest positions were in financially strong companies, such as Microsoft and
Wal-Mart, most of which met their earnings objectives. Others, such as Intel,
continued to post earnings growth, but at somewhat lower growth rates than
earlier. Fundamentally strong performance by companies did not always translate
into good stock performance.
Q: Where were the Fund's greatest disappointments, and how have you responded?
A: As we indicated earlier, our information technology and health care positions
contained many of the most notable disappointments. In information technology,
besides the underperformance by Intel, our focus on semiconductor
59
holdings tended to hold back performance. Stocks of companies such as Applied
Materials fell amid concerns about the entire group in light of the decelerating
earnings growth of Intel.
In health care, pharmaceutical company Merck declined substantially after it
withdrew its Cox-2 inhibitor, Vioxx, which was used in the treatment of
arthritis. Later, competitor Pfizer fell after controversy arose about its Cox-2
inhibitor, Celebrex. We have liquidated our position in Merck, because of our
concern about future litigation risks associated with its recall. As we did so,
we invested in Johnson & Johnson, a highly diversified health care leader, and
Techne, a company that produces proteins used in biomedical research. We have
retained our investment in Pfizer, whose stock, we believe, has fallen to
unrealistically low levels relative to the company's earnings and prospects.
Retailer Wal-Mart was a good example of a company that performed well on a
fundamental basis, but whose stock performance lagged the overall market.
Q: What is your outlook?
A: We think the portfolio is positioned to perform well in 2005 in an
environment of sustained economic growth and rising corporate profits,
especially in the large-cap companies that we favor. After two years in which
small-cap and cyclical companies outdistanced large-cap equities, we think
larger companies should gain favor as investors see the value of the very
large-cap companies with records of consistent earnings growth. We also believe
that the technology companies that we have emphasized should perform well, as
productivity improvements created by technology continue to act as one of the
primary underpinnings of the global economic expansion.
Investing in mid-sized companies may offer the potential for higher returns, but
these companies are also subject to greater short-term price fluctuations than
larger, more established companies. The Fund invests in a limited number of
securities and, as a result, the Fund's performance may be more volatile than
the performance of a fund holding more securities.
Any information in this shareholder report regarding market or economic trends
or the factors influencing the Fund's historical or future performance are
statements of the opinion of Fund management as of the date of this report.
These statements should not be relied upon for any other purposes. Past
performance is no guarantee of future results, and there is no guarantee that
market forecasts discussed will be realized.
60
Thank
You
for mailing
your proxy card
promptly!
61
PIONEER GROWTH LEADERS FUND
(a series of Pioneer Series Trust II)
60 State Street
Boston, Massachusetts 02109
STATEMENT OF ADDITIONAL INFORMATION
June 8, 2005
This Statement of Additional Information is not a Prospectus. It should be
read in conjunction with the related Proxy Statement and Prospectus (also dated
June 8, 2005) which covers Class A, Class B and Class C shares of Pioneer Growth
Leaders Fund (formerly Pioneer Papp Stock Fund) to be issued in exchange for
corresponding shares of Pioneer Strategic Growth Fund (formerly Pioneer Papp
Strategic Growth Fund), each a series of Pioneer Series Trust II. Please retain
this Statement of Additional Information for further reference.
The Prospectus is available to you free of charge (please call
1-800-225-6292).
INTRODUCTION................................................. 2
EXHIBITS..................................................... 2
ADDITIONAL INFORMATION ABOUT PIONEER GROWTH LEADERS FUND..... 2
FUND HISTORY.............................................. 2
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS.......... 2
MANAGEMENT OF THE FUND.................................... 2
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES....... 3
INVESTMENT ADVISORY AND OTHER SERVICES.................... 3
PORTFOLIO MANAGERS........................................ 3
BROKERAGE ALLOCATION AND OTHER PRACTICES.................. 3
CAPITAL STOCK AND OTHER SECURITIES........................ 3
PURCHASE, REDEMPTION AND PRICING OF SHARES................ 3
TAXATION OF THE FUND...................................... 3
UNDERWRITERS.............................................. 3
CALCULATION OF PERFORMANCE DATA........................... 3
FINANCIAL STATEMENTS...................................... 3
ADDITIONAL INFORMATION ABOUT PIONEER STRATEGIC GROWTH FUND... 4
FUND HISTORY.............................................. 4
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS.......... 4
MANAGEMENT OF THE FUND.................................... 4
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES....... 4
INVESTMENT ADVISORY AND OTHER SERVICES.................... 4
PORTFOLIO MANAGERS........................................ 4
BROKERAGE ALLOCATION AND OTHER PRACTICES.................. 4
CAPITAL STOCK AND OTHER SECURITIES........................ 4
PURCHASE, REDEMPTION AND PRICING OF SHARES................ 4
TAXATION OF THE FUND...................................... 4
UNDERWRITERS.............................................. 5
CALCULATION OF PERFORMANCE DATA........................... 5
FINANCIAL STATEMENTS...................................... 5
INTRODUCTION
This Statement of Additional Information is intended to supplement the
information provided in a Proxy Statement and Prospectus dated June 8, 2005
(the "Proxy Statement and Prospectus") relating to the proposed reorganization
of Pioneer Strategic Growth Fund into Pioneer Growth Leaders Fund, each a series
of Pioneer Series Trust II, and in connection with the solicitation by the
management of Pioneer Series Trust II of proxies to be voted at the Meeting of
Shareholders of Pioneer Strategic Growth Fund to be held on June 12, 2005.
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 Growth Leaders Fund's statement of additional information for Class
A, B, C and R shares, dated May 1, 2005 ("Pioneer Growth Leader Fund's
SAI") (File No. 333-110037), as filed with the Securities and Exchange
Commission on April 22, 2005 (Accession No. 0001016964-05-000146) is
incorporated herein by reference.
2. Pioneer Growth Leaders Fund's Annual Report for the fiscal year ended
December 31, 2004 (File No. 811-21460), as filed with the Securities and
Exchange Commission on March 11, 2005 (Accession No. 0001094522-05-000001)
is incorporated herein by reference.
3. Pioneer Strategic Growth Fund's statement of additional information for
Class A, B, C and R shares, dated May 1, 2005 ("Pioneer Strategic Growth
Fund's SAI") (File No. 333-110037), as filed with the Securities and
Exchange Commission on April 22, 2005 (Accession No. 0001016964-05-000146)
is incorporated herein by reference.
4. Pioneer Strategic Growth Fund's Annual Report for the fiscal year ended
December 31, 2004 (File No. 811-21460), as filed with the Securities and
Exchange Commission on March 11, 2005 (Accession No. 0001094522-05-000001)
is incorporated herein by reference.
5. Pro forma financial statements for the combined Pioneer Strategic Growth
Fund and Pioneer Growth Leaders Fund as of December 31, 2004
ADDITIONAL INFORMATION ABOUT
PIONEER GROWTH LEADERS FUND
FUND HISTORY
For additional information about Pioneer Growth Leaders Fund generally and
its history, see "Fund History" in Pioneer Growth Leaders Fund's SAI.
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
For additional information about Pioneer Growth Leaders Fund's investment
objective, policies, risks and restrictions, see "Investment Policies, Risks and
Restrictions" in Pioneer Growth Leaders Fund's SAI.
MANAGEMENT OF THE FUND
For additional information about Pioneer Growth Leaders Fund's Board of
Trustees and officers, see "Trustees and Officers" in Pioneer Growth Leaders
Fund's SAI.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
For additional information, see "Annual Fee, Expense and Other Information
- - Share Ownership."
INVESTMENT ADVISORY AND OTHER SERVICES
For additional information, see "Investment Adviser," "Shareholder
Servicing/Transfer Agent," "Custodian" and "Independent Auditors" in Pioneer
Growth Leaders Fund's SAI.
PORTFOLIO MANAGERS
For addition information, see "Portfolio Management" in Pioneer Growth
Leaders Fund's SAI.
BROKERAGE ALLOCATION AND OTHER PRACTICES
For additional information about the Pioneer Growth Leaders Fund's
brokerage allocation practices, see "Portfolio Transactions" in Pioneer Growth
Leaders Fund's SAI.
CAPITAL STOCK AND OTHER SECURITIES
For additional information about the voting rights and other
characteristics of shares of beneficial interest of Pioneer Growth Leaders Fund,
see "Description of Shares" in Pioneer Growth Leaders Fund's SAI.
PURCHASE, REDEMPTION AND PRICING OF SHARES
For additional information about purchase, redemption and pricing of shares
of Pioneer Growth Leaders Fund, see "Sales Charges," "Redeeming Shares,"
"Telephone and Online Transactions" and "Pricing of Shares" in Pioneer Growth
Leaders Fund's SAI.
TAXATION OF THE FUND
For additional information about tax matters related to an investment in
Pioneer Growth Leaders Fund, see "Tax Status" in Pioneer Growth Leaders Fund's
SAI.
UNDERWRITERS
For additional information about the Pioneer Growth Leaders Fund's
principal underwriter and distribution plans, see "Principal Underwriter and
Distribution Plans" and "Sales Charges" in Pioneer Growth Leaders Fund's SAI.
CALCULATION OF PERFORMANCE DATA
For additional information about the investment performance of Pioneer
Growth Leaders Fund, see "Investment Results" in Pioneer Growth Leaders Fund's
SAI.
FINANCIAL STATEMENTS
For additional information, see "Financial Statements" in Pioneer Growth
Leaders Fund's SAI.
ADDITIONAL INFORMATION ABOUT
PIONEER STRATEGIC GROWTH FUND
FUND HISTORY
For additional information about Pioneer Strategic Growth Fund generally
and its history, see "Fund History" in Pioneer Strategic Growth Fund's SAI.
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
For additional information about Pioneer Strategic Growth Fund's investment
objective, policies, risks and restrictions, see "Investment Policies, Risks and
Restrictions" in Pioneer Strategic Growth Fund's SAI.
MANAGEMENT OF THE FUND
For additional information about Pioneer Strategic Growth Fund's Board of
Trustees and officers, see "Trustees and Officers" in Pioneer Strategic Growth
Fund's SAI.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
For additional information, see "Annual Fee, Expense and Other Information
- - Share Ownership."
INVESTMENT ADVISORY AND OTHER SERVICES
For additional information, see "Investment Adviser," "Shareholder
Servicing/Transfer Agent," "Custodian" and "Independent Auditors" in Pioneer
Strategic Growth Fund's SAI.
PORTFOLIO MANAGERS
For addition information, see "Portfolio Management" in Pioneer Growth
Leaders Fund's SAI.
BROKERAGE ALLOCATION AND OTHER PRACTICES
For additional information about the Pioneer Strategic Growth Fund's
brokerage allocation practices, see "Portfolio Transactions" in Pioneer
Strategic Growth Fund's SAI.
CAPITAL STOCK AND OTHER SECURITIES
For additional information about the voting rights and other
characteristics of shares of beneficial interest of Pioneer Strategic Growth
Fund, see "Description of Shares" in Pioneer Strategic Growth Fund's SAI.
PURCHASE, REDEMPTION AND PRICING OF SHARES
For additional information about purchase, redemption and pricing of shares
of Pioneer Strategic Growth Fund, see "Sales Charges," "Redeeming Shares,"
"Telephone and Online Transactions" and "Pricing of Shares" in Pioneer Strategic
Growth Fund's SAI.
TAXATION OF THE FUND
For additional information about tax matters related to an investment in
Pioneer Strategic Growth Fund, see "Tax Status" in Pioneer Strategic Growth
Fund's SAI.
UNDERWRITERS
For additional information about the Pioneer Strategic Growth Fund's
principal underwriter and distribution plans, see "Principal Underwriter and
Distribution Plans" and "Sales Charges" in Pioneer Strategic Growth Fund's SAI.
CALCULATION OF PERFORMANCE DATA
For additional information about the investment performance of Pioneer
Strategic Growth Fund, see "Investment Results" in Pioneer Strategic Growth
Fund's SAI.
FINANCIAL STATEMENTS
For additional information, see "Financial Statements" in Pioneer Strategic
Growth Fund's SAI.
PIONEER GROWTH LEADERS FUND
PRO FORMA
Schedule of Investments (a)
December 31, 2004
(Unaudited)
Pioneer Pioneer
Pioneer Growth Strategic
Growth Pioneer % of Pro Leaders Growth Pro Forma
Leaders Strategic Pro Forma Forma Fund Fund Combined
Fund Growth Fund Combined Combined Market Market Market
Shares Shares Shares Net Assets Value Value Value
- ------- ----------- --------- ---------- ----------- ----------- -----------
COMMON STOCKS 98.9%
Energy 0.3%
Integrated Oil & Gas 0.3%
5,400 5,400 ChevronTexaco Corp. $ $ 283,554 $ 283,554
----------- ----------- -----------
Total Energy $ $ 283,554 $ 283,554
----------- ----------- -----------
Capital Goods 7.7%
Electrical Components & Equipment 7.7
18,000 18,000 American Power Conversion Corp. $ $ 385,200 $ 385,200
81,000 82,000 163,000 General Electric Co. $ 2,956,500 $ 2,993,000 $ 5,949,500
----------- ----------- -----------
Total Capital Goods $ 2,956,500 $ 3,378,200 $ 6,334,700
----------- ----------- -----------
Transportation 6.0%
Air Freight & Couriers 5.2%
75,600 75,600 Expeditors International of
Washington, Inc. $ $ 4,224,528 $ 4,224,528
----------- ----------- -----------
Trucking 0.8%
7,500 7,500 United Parcel Service $ 640,950 $ $ 640,950
----------- ----------- -----------
Total Transportation $ 640,950 $ 4,224,528 $ 4,865,478
----------- ----------- -----------
Media 5.0%
Advertising 5.0%
20,500 28,000 48,500 Omnicom Group $ 1,728,560 $ 2,360,960 $ 4,089,520
----------- ----------- -----------
Total Media $ 1,728,560 $ 2,360,960 $ 4,089,520
----------- ----------- -----------
Retailing 1.0%
General Merchandise Stores 1.0%
16,200 16,200 Target Corp. $ 841,266 $ $ 841,266
----------- ----------- -----------
Total Retailing $ 841,266 $ $ 841,266
----------- ----------- -----------
Food & Drug Retailing 6.1%
Drug Retail 3.0%
63,500 63,500 Walgreen Co. $ 2,436,495 $ $ 2,436,495
----------- ----------- -----------
Food Distributors 0.6%
12,500 12,500 Sysco Corp. $ 477,125 $ $ 477,125
----------- ----------- -----------
Hypermarkets & Supercenters 2.5%
31,000 8,000 39,000 Wal-Mart Stores, Inc. $ 1,637,420 $ 422,560 $ 2,059,980
----------- ----------- -----------
Total Food & Drug Retailing $ 4,551,040 $ 422,560 $ 4,973,600
----------- ----------- -----------
Household & Personal Products 4.2%
Household Products 3.3%
44,000 44,000 Clorox Co. $ 2,592,920 $ $ 2,592,920
2,000 2,000 Colgate-Palmolive Co. $ $ 102,320 $ 102,320
----------- ----------- -----------
$ 2,592,920 $ 102,320 $ 2,695,240
----------- ----------- -----------
Personal Products 0.9%
15,000 15,000 Alberto-Culver Co. (Class B) $ $ 728,550 $ 728,550
----------- ----------- -----------
Total Household & Personal Products $ 2,592,920 $ 830,870 $ 3,423,790
----------- ----------- -----------
Health Care Equipment & Service 16.7%
Health Care Distributors 6.7%
22,000 65,000 87,000 Johnson & Johnson Co. $ 1,395,240 $ 4,122,300 $ 5,517,540
Health Care Equipment 9.2%
65,900 36,000 101,900 Medtronic, Inc. $ 3,273,253 $ 1,788,120 $ 5,061,373
28,800 35,500 64,300 Techne Corp.* $ 1,120,320 $ 1,380,950 $ 2,501,270
----------- ----------- -----------
$ 4,393,573 $ 3,169,070 $ 7,562,643
----------- ----------- -----------
Health Care Services 0.8%
14,828 14,828 Medco Health Solutions, Inc. * $ 616,845 $ $ 616,845
----------- ----------- -----------
Total Health Care Equipment & Services $ 6,405,658 $ 7,291,370 $13,697,028
----------- ----------- -----------
Pharmaceuticals & Biotechnology 2.0%
Pharmaceuticals 2.0%
28,200 28,200 Eli Lilly & Co. $ $ 1,600,350 $ 1,600,350
----------- ----------- -----------
Total Pharmaceuticals & Biotechnology $ $ 1,600,350 $ 1,600,350
----------- ----------- -----------
Diversified Financials 14.8%
Asset Management & Custody Banks 14.8%
23,500 23,500 Northern Trust Corp. $ 1,141,630 $ $ 1,141,630
68,000 90,000 158,000 State Street Corp. $ 3,340,160 $ 4,420,800 $ 7,760,960
52,000 52,000 T. Rowe Price Associates, Inc. $ 3,234,400 $ $ 3,234,400
----------- ----------- -----------
$ 7,716,190 $ 4,420,800 $12,136,990
----------- ----------- -----------
Total Diversified Financials $ 7,716,190 $ 4,420,800 $12,136,990
----------- ----------- -----------
Insurance 3.3%
Multi-Line Insurance 3.3%
41,500 41,500 American International Group, Inc. $ $ 2,725,305 $ 2,725,305
----------- ----------- -----------
Total Insurance $ $ 2,725,305 $ 2,725,305
----------- ----------- -----------
Software & Services 11.6%
Application Software 8.6%
118,000 147,000 265,000 Microsoft Corp. $ 3,151,780 $ 3,926,370 $ 7,078,150
----------- ----------- -----------
Data Processing & Outsourced Services 3.0%
58,000 58,000 First Data Corp. $ 2,467,320 $ $ 2,467,320
----------- ----------- -----------
Total Software & Services $ 5,619,100 $ 3,926,370 $ 9,545,470
----------- ----------- -----------
Technology Hardware & Equipment 5.6%
Computer Hardware 2.4%
35,000 13,000 48,000 Hewlett-Packard Co. $ 733,950 $ 272,610 $ 1,006,560
9,500 9,500 IBM Corp. $ $ 936,510 $ 936,510
----------- ----------- -----------
$ 733,950 $ 1,209,120 $ 1,943,070
----------- ----------- -----------
Computer Storage & Peripherals 0.4%
10,000 14,000 24,000 EMC Corp.* $ 148,700 $ 208,180 $ 356,880
----------- ----------- -----------
Electronic Manufacturing Services 2.8%
37,000 49,250 86,250 Molex, Inc. $ 986,050 $ 1,312,513 $ 2,298,563
----------- ----------- -----------
Total Technology Hardware & Equipment $ 1,868,700 $ 2,729,813 $ 4,598,513
----------- ----------- -----------
Semiconductors 14.6%
Semiconductor Equipment 2.4%
41,600 72,000 113,600 Applied Materials, Inc. * $ 711,360 $ 1,231,200 $ 1,942,560
----------- ----------- -----------
Semiconductors 12.2%
142,000 171,000 313,000 Intel Corp. $ 3,321,380 $ 3,999,690 $ 7,321,070
29,000 40,000 69,000 Linear Technology Corp. $ 1,124,040 $ 1,550,400 $ 2,674,440
----------- ----------- -----------
$ 4,445,420 $ 5,550,090 $ 9,995,510
----------- ----------- -----------
Total Semiconductors $ 5,156,780 $ 6,781,290 $11,938,070
----------- ----------- -----------
TOTAL COMMON STOCKS $40,077,664 $40,975,970 $81,053,634
----------- ----------- -----------
TOTAL INVESTMENT IN SECURITIES 98.9% $40,077,664 $40,975,970 $81,053,634
----------- ----------- -----------
OTHER ASSETS AND LIABILITIES 1.1% $ 567,469 $ 334,222 $ 901,691
----------- ----------- -----------
TOTAL NET ASSETS 100.0% $40,645,133 $41,310,192 $81,955,325
=========== =========== ===========
Total Investments at Cost $15,717,178 $24,475,032 $40,192,210
=========== =========== ===========
* Non-income producing security.
(a) No adjustments are shown to the unaudited pro forma combined schedule of
investments due to the fact that upon consumation of the merger. No
securities would need to be sold in order for Pioneer Growth Leaders Fund
to comply with its prospectus restrictions. The foregoing sentence shall
not restrict in any way the ability of the investment adviser of the funds
from buying or selling securities in the normal course of such fund's
business and operations.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Leaders Fund
Pro Forma Statement of Assets and Liabilities
December 31, 2004
(unaudited)
Pioneer Growth Pioneer Strategic Pro Forma Pro Forma
Leaders Fund Growth Fund Adjustments Combined
-------------- ----------------- ----------- -----------
ASSETS:
Investment in securities, at value (Cost $15,717,178 and
$24,475,032, respectively) $40,077,664 $40,975,970 $81,053,634
Cash 180,561 128,895 309,456
Receivables
Investment securities sold 423,587 353,996 777,583
Fund shares sold 2,184 12,548 14,732
Dividends, interest and foreign taxes withheld 67,390 44,017 111,407
Other -- 3,005 3,005
----------- ----------- -----------
Total assets $40,751,386 $41,518,431 $82,269,817
----------- ----------- -----------
LIABILITIES:
Payables
Fund shares repurchased $ 826 $ 109,070 $ 109,896
Due to affiliates 36,509 34,548 71,057
Accrued expenses 68,918 64,621 133,539
----------- ----------- -----------
Total liabilities $ 106,253 $ 208,239 $ 314,492
=========== =========== ===========
NET ASSETS:
Paid-in capital $16,243,909 $24,809,254 $41,053,163
Undistributed net investment income 2,444 -- 2,444
Accumulated net realized gain on investments 38,294 -- 38,294
Net unrealized gain on investments 24,360,486 16,500,938 40,861,424
----------- ----------- -----------
Total net assets $40,645,133 $41,310,192 $81,955,325
=========== =========== ===========
OUTSTANDING SHARES:
(No par value, unlimited number of shares authorized)
Class A 1,926,803 2,568,928 (610,197)(a) 3,885,534
=========== =========== ===========
Class B 2,505 3,726 (861)(a) 5,370
=========== =========== ===========
Class C 1,168 1,047 (240)(a) 1,975
=========== =========== ===========
Class R 35 50 (12)(a) 73
=========== =========== ===========
NET ASSET VALUE PER SHARE:
Class A 21.05 16.05 21.05
=========== =========== ===========
Class B 20.81 16.00 20.81
=========== =========== ===========
Class C 20.69 15.94 20.69
=========== =========== ===========
Class R 20.55 15.60 20.55
=========== =========== ===========
MAXIMUM OFFERING PRICE:
Class A 22.33 17.03 22.33
=========== =========== ===========
(a) Class A, Class B, Class C and Class R shares of Pioneer Strategic Growth
Fund are exchanged for Class A, Class B, Class C and Class R shares
respectively, of Pioneer Growth Leaders Fund. Initial per share values of
Class A, B, C and R shares are presumed to equal that of Pioneer Growth
Leaders Fund's Class A, B, C and R shares, respectively.
The accompanying notes are an integral part of these financial statements.
Pioneer Growth Leaders Fund
Pro Forma Statement of Operations
For the Year Ended December 31, 2004
(unaudited)
Pioneer Growth Pioneer Strategic Pro Forma Pro Forma
Leaders Fund Growth Fund Adjustments Combined
-------------- ----------------- ----------- ------------
INVESTMENT INCOME:
Dividends $ 891,323 $ 962,529 $ 1,853,852
Interest 1,503 945 2,448
------------ ----------- ------------
Total investment income $ 892,826 $ 963,474 $ 1,856,300
------------ ----------- ------------
EXPENSES:
Management fees $ 386,080 $ 382,099 $ 768,179
Transfer agent fees and expenses
Class A 39,995 84,041 (40,818)(a) 83,218
Class B 463 336 193(a) 992
Class C 153 155 143(a) 451
Class R 23 31 (4)(a) 50
Distribution fees
Class A 102,200 100,143 202,343
Class B 360 356 716
Class C 81 136 217
Class R 3 3 6
Administrative reimbursements 15,417 15,417 (4,454)(a) 26,380
Custodian fees 12,634 13,533 26,167
Registration fees 73,312 75,882 149,194
Professional fees 51,690 59,910 (59,910)(a) 51,690
Printing expense 22,670 27,333 50,003
Fees and expenses of nonaffiliated trustees 6,097 6,097 (6,097)(a) 6,097
Miscellaneous 18,649 10,287 28,936
------------ ----------- --------- ------------
Total expenses $ 729,827 $ 775,759 $(110,947) $ 1,394,639
Less management fees waived and expenses reimbursed by PIM (118,268) (171,696) 32,247(b) (257,717)
Less fees paid indirectly (147) (331) (478)
------------ ----------- --------- ------------
Net expenses $ 611,412 $ 603,732 (78,700) $ 1,136,444
------------ ----------- --------- ------------
Net investment income $ 281,414 $ 359,742 78,700 $ 719,856
------------ ----------- --------- ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments $ 10,648,184 $ 7,642,655 $ 18,290,839
Change in net unrealized gain on investments (11,141,722) (8,516,758) (19,658,480)
------------ ----------- ------------
Net loss on investments $ (493,538) $ (874,103) $ (1,367,641)
------------ ----------- ------------
Net decrease in net assets resulting from operations $ (212,124) $ (514,361) $ (647,785)
============ =========== ============
(a) Reflects reduction in expenses due to elimination of duplicate services.
(b) Expense limitation conformed to Pioneer Growth Leaders Fund's management
contract.
Pioneer Growth Leaders Fund
PRO FORMA NOTES TO COMBINING FINANCIAL STATEMENTS
12/31/04
(Unaudited)
1. Description of the Fund
Pioneer Growth Leaders Fund (the Fund), previously named Pioneer Papp Stock
Fund, is one of eight series of portfolios comprising Pioneer Series Trust II, a
Delaware statutory trust registered under the Investment Company Act of 1940 as
a diversified, open-end management investment company. The investment objective
of the Fund is long-term growth. The Fund commenced operations on February 20,
2004 and is the successor to Pioneer Papp Stock Fund.
The Fund offers four classes of shares - Class A, Class B, Class C, and Class R
shares. Class B, Class C, and Class R shares were first publicly offered on
February 23, 2004. Each class of shares represents an interest in the same
portfolio of investments of the Fund and has equal rights to voting,
redemptions, dividends and liquidation, except that the level of transfer agent
and distribution fees may differ among classes. Class A, Class B, Class C, and
Class R shareowners have exclusive voting rights with respect to the
distribution plan for each class.
2. Basis of Combination
The accompanying pro forma combining financial statements, and related notes,
are presented to show the effect of the proposed acquisition (the "acquisition")
of Pioneer Strategic Growth Fund (formerly, Pioneer Papp Strategic Growth Fund)
by the Fund, as if such acquisition had taken place as of January 1, 2004.
Under the terms of an Agreement and Plan of Reorganization (the
"Reorganization") between these two Funds, the combination of the Fund and
Pioneer Strategic Growth Fund will be treated as a tax-free business combination
and accordingly will be accounted for by a method of accounting for tax-free
mergers of investment companies. The acquisition will be accomplished by an
acquisition of the net assets of Pioneer Strategic Growth Fund in exchange for
shares of the Fund at their net asset values. The accompanying schedules of
investments, statements of assets and liabilities and the related statements of
operations of the Fund and Pioneer Strategic Growth Fund have been combined as
of and for their most recent fiscal year ended December 31, 2004. Following the
acquisition, the Fund will be the accounting survivor. Half of all related
acquisition costs will be borne by the Fund and Pioneer Strategic Growth Fund
equally. Pioneer will bear the balance of these costs.
These pro forma financial statements and related notes should be read in
conjunction with the financial statements of the Fund and Pioneer Strategic
Growth Fund included in their respective annual reports to shareowners dated
December 31, 2004. Adjustments have been made to expenses for duplicate services
that would not have been incurred if the merger took place on January 1, 2004.
3. Security Valuation
Security transactions are recorded as of trade date. The net asset value of the
Fund is computed once daily, on each day the New York Stock Exchange (NYSE) is
open, as of the close of regular trading on the NYSE. In computing the net asset
value, securities are valued at the last sale price on the principal exchange
where they are traded. Securities that have not traded on the date of valuation,
or securities for which sale prices are not generally reported, are valued at
the mean between the last bid and asked prices. Securities for which market
quotations are not readily available are valued at their fair values as
determined by, or under the direction of, the Board of Trustees. Trading in
foreign securities is substantially completed each day at various times prior to
the close of the NYSE. The values of such securities used in computing the net
asset value of the Fund's shares are determined as of such times. The Fund also
may use the fair value of a security including a non-U.S. security when the
closing market price on the principal exchange
where the security is traded no longer reflects the value of the security. At
December 31, 2004, there were no securities fair valued. Temporary cash
investments are valued at amortized cost.
4. Capital Shares
The pro forma net asset value per share assumes the issuance of shares of the
Fund that would have been issued at December 31, 2004, in connection with the
proposed acquisition. The number of shares assumed to be issued is equal to the
net asset value of shares of Pioneer Strategic Growth Fund, as of December 31,
2004, divided by the net asset value per share of the Fund's shares as of
December 31, 2004. The pro forma number of shares outstanding, by class, for the
combined Fund consists of the following at December 31, 2004:
Shares of Additional Shares
The Fund Assumed Issued Total Outstanding Shares
Class of Shares Pre-Combination In Reorganization Post-Combination
- -----------------------------------------------------------------------------------
Class A 1,926,803 1,958,731 3,885,534
Class B 2,505 2,865 5,370
Class C 1,168 807 1,975
Class R 35 38 73
5. Federal Income Taxes
Each Fund has elected to be taxed as a "regulated investment company" under the
Internal Revenue Code. After the acquisition, it will be the Fund's policy to
comply with the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its taxable income and
net realized capital gains, if any, to its shareowners. Therefore, no federal
income tax provision is required.
The identified cost of investments for these funds is substantially the same for
both financial accounting and federal income tax purposes. The cost of
investments will remain unchanged for the combined Fund.
- 15 -
PART C
OTHER INFORMATION
PIONEER SERIES TRUST II
(on behalf of its series,
Pioneer Growth Leaders Fund)
ITEM 15. INDEMNIFICATION
No change from the information set forth in Item 25 of the most recently filed
Registration Statement of Pioneer Series Trust II (the "Registrant") on Form
N-1A under the Securities Act of 1933 and the Investment company Act of 1940
(File Nos. 333-110037 and 811-21460) as filed with the Securities and Exchange
Commission on April 22, 2005 (Accession No. 0001016964-05-000146), which
information is incorporated herein by reference.
(1)(a) Agreement and Declaration of Trust (1)
(1)(b) Amendment to Agreement and Declaration of Trust (5)
(1)(c) Certificate of Trust (1)
(2) By-Laws (2)
(3) Not applicable
(4) Form of Agreement and Plan of Reorganization (4)
(5) Reference is made to Exhibits (1) and (2) hereof
(6)(a) Management Contract between Pioneer Growth Leaders Fund (formerly Pioneer (3)
Papp Stock Fund) and Pioneer Investment Management, Inc.
(6)(b) Sub-Advisory Agreement between Pioneer Investment Management, Inc. and L. (3)
Roy Papp & Associates, LLP relating to Pioneer Growth Leaders Fund
(formerly Pioneer Papp Stock Fund)
(6)(c) Expense Limitation Agreement for Pioneer Growth Leaders Fund (formerly (3)
Pioneer Papp Stock Fund)
(7)(a) Underwriting Agreement with Pioneer Funds Distributor, Inc. (3)
(7)(b) Form of Dealer Sales Agreement (6)
(8) Not applicable
(9) Custodian Agreement with Brown Brothers Harriman & Co. (6)
(10)(a) Class A Distribution Plan for Pioneer Growth Leaders Fund (formerly Pioneer (3)
Papp Stock Fund)
(10)(b) Class B Distribution Plan for Pioneer Growth Leaders Fund (formerly Pioneer (3)
Papp Stock Fund)
(10)(c) Class C Distribution Plan for Pioneer Growth Leaders Fund (formerly Pioneer (3)
Papp Stock Fund)
(10)(d) Class R Distribution Plan for Pioneer Growth Leaders Fund (formerly Pioneer (3)
Papp Stock Fund)
(10)(e) Class R Service Plan for Pioneer Growth Leaders Fund (formerly Pioneer Papp (3)
Stock Fund)
(10)(f) Multiclass Plan Pursuant to Rule 18f-3 for Pioneer Growth Leaders Fund (3)
(formerly Pioneer Papp Stock Fund)
(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 (6)
(13)(b) Administration Agreement (6)
(14) Consents of Independent Registered Public Accounting Firm (*)
(15) Not applicable
(16) Powers of Attorney (6)
(17)(a) Pioneer Code of Ethics (6)
(17)(b) Papp Code of Ethics (6)
(17)(c) Form of Proxy Card (*)
(1) Previously filed. Incorporated herein by reference from the exhibits filed
with the Registrant's Initial Registration Statement on Form N-1A (File Nos.
333-110037; 811-21460), as
filed with the Securities and Exchange Commission on October 28, 2003
(Accession No. 0001265389-03-000007).
(2) Previously filed. Incorporated herein by reference from the exhibits filed
with the Registrant's Registration Statement on Form N-14 (File No. 333-110171),
as filed with the Securities and Exchange Commission on October 31, 2003
(Accession No. 0001265389-03-000010).
(3) Previously filed. Incorporated herein by reference from the exhibits filed
with Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form N-1A (File Nos. 333-110037; 811-21460), as filed with the Securities and
Exchange Commission on June 8, 2004 (Accession No. 0001016964-04-000245).
(4) Filed herewith as Exhibit A to the Proxy Statement and Prospectus included
as Part A of this Registration Statement.
(5) Previously filed. Incorporated herein by reference from the exhibits filed
with Registrant's Initial Registration Statement on Form N-14 (File No.
333-118444), as filed with the Securities and Exchange Commission on August 20,
2004 (Accession No. 0001145443-04-001274).
(6) Previously filed. Incorporated herein by reference from the exhibits filed
with Post-Effective Amendment No. 9 to the Registrant's Registration Statement
on Form N-1A (File Nos. 333-110037; 811-21460), as filed with the Securities and
Exchange Commission on April 22, 2005 (Accession No. 0001016964-05-000146).
(*) 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-1A filed with the SEC after the
consummation of the reorganization contemplated by this Registration Statement
on Form N-14.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
9th day of May, 2005.
Pioneer Series Trust II,
on behalf of its series,
Pioneer Growth Leaders Fund
/s/ Osbert M. Hood
Osbert M. Hood
Executive Vice 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
* Chairman of the Board, May 9, 2005
- -------------------- Trustee, and President
John F. Cogan, Jr.
* Chief Financial Officer, May 9, 2005
- -------------------- Principal Accounting
Vincent Nave Officer, and Treasurer
*
- --------------------
Mary K. Bush Trustee May 9, 2005
*
- --------------------
David R. Bock Trustee May 9, 2005
*
- --------------------
Margaret B.W. Graham Trustee May 9, 2005
/s/ Osbert M. Hood
Osbert M. Hood Trustee May 9, 2005
*
- --------------------
Marguerite A. Piret Trustee May 9, 2005
*
- --------------------
Steven K. West Trustee May 9, 2005
*
- --------------------
John Winthrop Trustee May 9, 2005
* By: May 9, 2005
/s/ Osbert M. Hood
Osbert M. Hood, Attorney-in-Fact