SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] Confidential, for use of the Commission Only
(as permitted by Rule 14a-6(e)(2)).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to sec. 240.14a-12.
Pioneer Bond Fund Pioneer Real Estate Shares
Pioneer Emerging Markets Fund Pioneer Research Fund
Pioneer Equity Income Fund Pioneer Select Growth Fund
Pioneer Equity Opportunity Fund Pioneer Select Value Fund
Pioneer Europe Select Equity Fund Pioneer Series Trust I
Pioneer Fund Pioneer Series Trust II
Pioneer Fundamental Growth Fund Pioneer Series Trust III
Pioneer High Yield Fund Pioneer Series Trust IV
Pioneer Ibbotson Allocation Series Pioneer Series Trust V
Pioneer Independence Fund Pioneer Series Trust VI
Pioneer International Equity Fund Pioneer Series Trust VII
Pioneer International Value Fund Pioneer Short Term Income Fund
Pioneer Mid Cap Growth Fund Pioneer Small Cap Value Fund
Pioneer Mid Cap Value Fund Pioneer Strategic Income Fund
Pioneer Money Market Trust Pioneer Tax Free Income Fund
Pioneer Protected Principal Trust Pioneer Value Fund
(Name of Registrant(s) as Specified in its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
[Logo]PIONEER
Investments(R)
IMPORTANT PROXY INFORMATION
Your Vote Counts!
PLEASE USE THE 14 DIGIT CONTROL NUMBER &
8 DIGIT SECURITY CODE LISTED IN THE
BOXES BELOW WHEN REQUESTING MATERIAL VIA
THE TELEPHONE & INTERNET. When you are
ready to vote, you can use the same
Control Number & Security Code to record
your vote.
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Shareholder Meeting Notice
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Important Notice Regarding the Availability of Proxy Materials for the
Pioneer Funds Shareholder Meeting to Be Held on May 13, 2008.
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As a shareholder, it is important for you to Vote!
On the back of this notice, you will find a summary of the proposals that
require a shareholder vote at the Meeting.
This communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. We encourage you to access
and review all of the important information contained in the proxy materials
before voting.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/pioneer
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If you want to receive a paper copy of the documents or an email with a link to
the documents, you must request them. There is no charge to you for requesting a
copy. Please make your request as soon as possible, but no less than 10 calendar
days before the Meeting Date to facilitate timely delivery.
ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS
CAN BE MADE UTILIZING ONE OF THE THREE METHODS BELOW.
THE INTERNET & PHONE SITES LISTED BELOW ALSO ALLOW YOU TO
SETUP A DELIVERY PREFERENCE FOR FUTURE MEETINGS.
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ACCESS MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS
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EASY ONLINE ACCESS - REQUEST BY INTERNET
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[GRAPHIC]
Log on to the Internet and go to: https://www.proxy-direct.com/pioneer
On this site you can view the Proxy Statement and Form of Proxy online,
request paper copies, request an email with a link to the materials and/or
set future delivery preferences.
Just follow the steps outlined on this secure website.
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TELEPHONE REQUESTS - CALL 1-866-884-2702 EMAIL US - proxymaterials@computershare.com:
- ------------------------------------------ ----------------------------------------------
Obtain Paper Copies of the Proxy Statement Email us to request a Paper Copy of the Proxy
and Form of Proxy and/or set future Statement and Form of Proxy
delivery preferences by Touch Tone Phone. - Provide only your 14 Digit Control Number
Call Toll Free from the U.S. or Canada & 8 Digit Security Code as listed on this
at NO CHARGE to you. Follow the notice in your email request for materials.
instructions provided by the recorded - We will mail out a paper package to your
messages. address on file within 3 business days.
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PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN 10 CALENDAR DAYS BEFORE THE
MEETING TO FACILITATE TIMELY DELIVERY.
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Your Fund's Special Meeting will be held at 2:00 p.m. Eastern time, on
May 13, 2008 at the offices of Bingham McCutchen LLP,
150 Federal Street, Boston, Massachusetts 02110
Your Fund Holdings:
Fundname Drop-In 1 Fundname Drop-In 2 Fundname Drop-In 3
Fundname Drop-In 4 Fundname Drop-In 5 Fundname Drop-In 6
The Board recommends you vote FOR the following proposals.
1. To elect Trustees
2A. To approve an amendment to the Declaration of Trust
2B. To approve an
Agreement and Plan of Reorganization
3. To approve changes to the fundamental investment policies of your
Fund(s) relating to:
3-A Borrowing
3-B Underwriting
3-C Lending
3-D Senior Securities
3-E Real Estate
3-F Commodities
3-G Concentration
3-H Diversification
3-I Convert Investment Objective(s) from Fundamental to
Non-Fundamental
3-J Illiquid Securities
3-K Purchasing Securities on Margin
3-L Short Sales
3-M Purchasing Securities on Margin and Making Short Sales
3-N Investments in Other Investment Companies
3-O Pledging or Guaranteeing Assets
3-P Investments Made for the Purpose of Exercising Control or
Management of Issuers
3-Q Investments in Affiliates
3-R Investments in Convertible Debt Securities Rated Below
Investment Grade
4. To approve an Amended and Restated Management Agreement with Pioneer
Investment Management, Inc.
5. To approve a Policy Allowing the Appointment of Unaffiliated
Sub-Advisers and Amendments to Sub-Advisory Agreements without
Shareholder Approval
6. To transact such other business as may properly come before the Special
Meeting of each Fund
Please refer to the proxy materials to determine the proposals that
apply specifically to your holdings.
If you wish to attend and vote at the meeting please bring this notice and
proper identification with you to the meeting. Directions can be obtained by
visiting: http://www.bingham.com/LocationMap.aspx?LocationID=1
PIONEER FUNDS
60 State Street
Boston, Massachusetts 02109
March 18, 2008
Dear Shareholder:
A special shareholder meeting of your Pioneer mutual fund will be held at
the offices of Bingham McCutchen LLP, 150 Federal Street, Boston, Massachusetts
02110, on May 13, 2008, at 2:00 p.m. (Eastern time), to vote on the proposals
listed in the enclosed joint proxy statement.
The purpose of the special meeting is to seek shareholder approval of a
number of proposals recently approved by your Board of Trustees (the "Board",
and each member of the Board, a "Trustee"). These proposals are intended to,
among other things, streamline the operations of the Fund. We are seeking your
approval of these proposals through the enclosed joint proxy statement.
Elect Trustees. You are being asked to elect the Trustees of your Fund.
Each of the nominees for your Fund, except for one, currently serves as a
Trustee of some or all of the Pioneer mutual funds.
Approve an Amendment to the Declaration of Trust and Approve the
Reorganization of Certain Funds. The shareholders of each Fund currently
organized as a series of a Delaware statutory trust are being asked to approve
an amendment of the Declaration of Trust for their Fund that is designed to
grant the Board for their Fund broader authority than it possesses currently to
further amend the Declaration of Trust without shareholder approval. Further,
the shareholders of two Funds that are now organized as Massachusetts business
trusts are being asked to approve the reorganization of those Funds as Delaware
statutory trusts. Taken together, these two proposals, if approved by
shareholders, are anticipated to facilitate the adoption of a standard governing
document for each Fund that will simplify administration and oversight and grant
the Boards greater discretion to make decisions without the need and expense of
seeking shareholder approval when such approval is not required by law. This
will be accomplished by adoption by the Boards of all of the Funds and the board
of other funds in the fund complex of substantially uniform amendments to the
declarations of all trusts.
Revise Fundamental Investment Policies. You are being asked to approve
changes to the "fundamental" investment policies of your Fund. All mutual funds
are required by law to have "fundamental" policies, that is, policies governing
certain investment practices that may be changed only with the approval of fund
shareholders. Many of the Funds have fundamental policies that are not required
by law or are more restrictive than the law requires, and the policies vary,
sometimes considerably, from Fund to Fund. At the Meeting, shareholders will be
asked to approve revised fundamental policies, eliminate other fundamental
policies and, in several cases, adopt new fundamental policies. Similarly,
shareholders of Funds with investment objectives that cannot be changed without
shareholder approval are being asked to approve the reclassification of those
investment objectives as non-fundamental. These changes are intended to
simplify compliance monitoring and provide additional flexibility for the
Funds.
Approve an Amended and Restated Management Agreement with Pioneer
Investment Management, Inc. You are being asked to approve an amended and
restated management agreement between your Fund and its investment adviser,
Pioneer Investment Management, Inc. ("Pioneer"). The amended and restated
management agreement updates the terms of the existing agreement to reflect
current industry practices and standardize the terms for all the Funds. There
will be no decrease in services and no increase in management fees as a result
of the new management agreement.
Approve a Policy Allowing the Appointment of Unaffiliated Sub-Advisers and
Amendments to Sub-Advisory Agreements Without Shareholder Approval. You are
being asked to approve a policy for your Fund whereby Pioneer may appoint
sub-advisers for the Fund that are not affiliated with Pioneer and may make
material changes to a sub-advisory agreement, in each case without shareholder
approval, provided that the sub-adviser is not affiliated with Pioneer and also
provided that the Trustees approve such appointments and amendments.
Shareholders of certain Funds have already approved the use of such a policy.
The Boards of the remaining Funds believe that providing Pioneer with maximum
flexibility to select, supervise and evaluate sub-advisers will allow the Funds
to operate more efficiently. The Boards of those Funds will continue to
evaluate and approve all new sub-advisory agreements, as well as all changes to
any existing sub-advisory agreement. The sub-adviser approval policy will not
be used with respect to any agreement with a sub-adviser that is affiliated
with Pioneer.
21799-00-0308
The Trustees recommend that you vote "FOR" each of the proposals
applicable to your Fund. However, before you vote, please read the full text of
the joint proxy statement for an explanation of each of the proposals.
Your vote on these matters is important. Even if you plan to attend and
vote in person at the meeting, please promptly follow the enclosed instructions
to submit voting instructions by telephone or over the Internet. Alternatively,
you may submit voting instructions by signing and dating each proxy card and
returning it in the accompanying postage-paid return envelope. In order to
ensure that shares will be voted in accordance with your instructions, please
submit your proxy by May 13, 2008.
If you have any questions about the proposals to be voted on, please call
Pioneer Investment Management Shareholder Services, Inc. at 1-866-526-4104.
Sincerely,
/s/ John F. Cogan, Jr.
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John F. Cogan, Jr.
Chairman of the Boards and President
2
IMPORTANT NEWS
FOR FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed Joint Proxy
Statement, for your convenience, we have provided a brief overview of the
matters to be voted on.
Questions and Answers
Q. Why am I receiving the Joint Proxy Statement?
A. As a shareholder of a Pioneer mutual fund, you are being asked to vote on several proposals, as described below.T
The table beginning on page 5 of the Joint Proxy Statement identifies which proposals you are being asked to
approve. The enclosed proxy card(s) indicate each Fund in which you hold shares and the proposals you are
being asked to approve.
Q. Why am I being asked to vote on these proposals?
A. These proposals require shareholder approval. Your Fund's Board of Trustees has approved the proposals,
believes they are in shareholders' best interests and recommends that you approve them.
Q. Will my vote make a difference?
A. Your vote is very important and can make a difference in the governance of the Fund, no matter how many
shares you own. Your vote can help ensure that the proposals recommended by the Board can be implemented.
Q. What am I being asked to vote "FOR" in the Joint Proxy Statement?
A. You are being asked to vote "FOR" several proposals that have been approved by the Board. You are being asked
to vote on all proposals that affect your Fund.
o Proposal 1: Elect Trustees. You are being asked to elect Trustees. Each of the nominees, except one, currently
serves as a Trustee for some or all of the Funds.
o Proposal 2A: Approve an Amendment to the Declaration of Trust. Shareholders of Funds that are currently
organized as Delaware statutory trusts are being asked to approve an amendment to the Declaration of Trust for
their Funds. The amendment would permit future amendments to the Declaration of Trust to be made by action of
the Board without approval of shareholders. The amendment will enable the Boards to manage the Funds more
effectively and efficiently by expanding their ability to revise the Declarations of Trust to respond to
future contingencies, changes in industry standards, economic conditions, and regulatory changes. As more
fully described herein, the Board of each Fund has approved further changes to the existing Declaration of
Trust that will be made if Proposal 2A is approved.
o Proposal 2B: Approve an Agreement and Plan of Reorganization. Shareholders of two Funds that are now organized
as Massachusetts business trusts are being asked to approve the reorganization of those Funds as new Delaware
statutory trusts. The form of Declaration of Trust for the Delaware statutory trust is substantially the same
as the Declaration of Trust that will be adopted for the other Funds if Proposal 2A is approved.
If proposals 2A and 2B are approved, the Funds will all have the same Declaration of Trust, which will simplify
Fund administration and oversight.
o Proposal 3: Revise Fundamental Investment Policies. You are being asked to approve changes to the
"fundamental" investment policies of your Fund. Many of the Funds currently have "fundamental" policies that
are not required by law or are more restrictive than the law requires. Further, the fundamental policies vary
from Fund to Fund. The Boards have concluded that, subject to shareholder approval, certain policies should be
revised, eliminated or, in several cases, adopted. These changes are intended to simplify compliance
monitoring and provide additional flexibility for the Funds. Each Fund will continue to be managed in
accordance with its prospectus and statement of additional information, as well as any policies or guidelines
that may have been established by the Fund's Board or adviser.
3
o Proposal 4: Approve an Amended and Restated Management Agreement with Pioneer Investment Management, Inc. You
are being asked to approve an amended and restated management agreement between the Fund and its manager,
Pioneer. The amended and restated management agreement will reflect current industry practices and also will
standardize the terms of the management agreements for all Funds. There will be no decrease in services or
increase in management fees as a result of the amended and restated management agreement.
o Proposal 5: Approve a Policy Allowing the Appointment of Unaffiliated Sub-Advisers and Amendments to
Sub-Advisory Agreements Without Shareholder Approval. Shareholders of certain Funds are being asked to approve
a policy that would permit Pioneer, subject to Board approval, to appoint unaffiliated sub-advisers to manage
the Funds, enter into sub-advisory agreements and amend existing sub-advisory agreements with unaffiliated
sub-advisers, in each case without shareholder approval. The Boards believe that providing Pioneer with
maximum flexibility to select, supervise and evaluate sub-advisers will allow the Funds to operate more
efficiently. Each Board will continue to evaluate and approve all new sub-advisory agreements as well as all
changes to any existing sub-advisory agreement. The sub-adviser approval policy will not be used with respect
to any agreement with a sub-adviser that is affiliated with Pioneer.
Q. Whom do I call if I have questions?
A. If you need more information, or have any questions about voting, please call Pioneer Investment Management
Shareholder Services, Inc. at 1-866-526-4104.
Q. How do I vote my shares?
A. You can provide voting instructions by telephone by calling the toll-free number on the enclosed proxy card(s) or
by computer by going to the Internet address provided on the proxy card(s) and following the instructions, using
your proxy card(s) as a guide. Alternatively, you can vote your shares by signing and dating the enclosed proxy
card(s), and mailing it in the enclosed postage-paid envelope.
You also may attend the meeting and vote in person. However, even if you intend to do so, we encourage you to
provide voting instructions by one of the methods described above.
It is important that you vote promptly. In order to ensure that shares will be voted
in accordance with your instructions, please submit your proxy by May 13, 2008.
4
TABLE OF CONTENTS
Page
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS ................................................................... 1
PART I ...................................................................................................... 5
VOTE REQUIRED AND MANNER OF VOTING PROXIES .................................................................. 9
PROPOSAL 1 -- TO ELECT TRUSTEES ............................................................................. 11
Reasons for Proposal to Elect Board Members ................................................................. 11
Nominees .................................................................................................... 12
Compensation of the Trustees ................................................................................ 14
Equity Securities Owned by the Nominees ..................................................................... 14
Other Information ........................................................................................... 15
Officers of the Funds ....................................................................................... 16
Required Vote ............................................................................................... 18
PROPOSAL 2A -- TO APPROVE AN AMENDMENT TO THE DECLARATION OF TRUST .......................................... 19
Introduction ................................................................................................ 19
Summary Comparison of Existing Declaration and Amended Declaration .......................................... 20
Required Vote ............................................................................................... 23
PROPOSAL 2B -- TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION ........................................... 24
Introduction ................................................................................................ 24
Reasons for the Reorganization .............................................................................. 24
Effects of the Reorganization ............................................................................... 25
Board Considerations ........................................................................................ 25
Federal Income Tax Consequences ............................................................................. 25
Summary of the Plan of Reorganization ....................................................................... 26
Summary Comparison of Delaware and Massachusetts Law ........................................................ 26
Summary Comparison of the Declarations of Trust of the Predecessor Funds and the Successor Funds ............ 27
Required Vote ............................................................................................... 30
PROPOSAL 3 -- TO REVISE FUNDAMENTAL INVESTMENT POLICIES ..................................................... 31
Introduction ................................................................................................ 31
Current and proposed fundamental policies ................................................................... 31
Purpose of revising the Funds' fundamental policies ......................................................... 31
Required Vote ............................................................................................... 32
Proposal 3-A: Revise fundamental policy relating to borrowing money ......................................... 32
Proposal 3-B: Revise fundamental policy relating to underwriting ............................................ 35
Proposal 3-C: Revise fundamental policy relating to lending ................................................. 37
Proposal 3-D: Revise fundamental policy relating to issuing senior securities ............................... 40
Proposal 3-E: Revise fundamental policy relating to real estate ............................................. 43
Proposal 3-F: Revise fundamental policy relating to commodities ............................................. 46
Proposal 3-G: Revise fundamental policy relating to concentration ........................................... 49
Proposal 3-H: Remove the fundamental policy relating to diversification ..................................... 53
Proposal 3-I: Convert the Fund's investment objective or objectives from fundamental to non-fundamental ..... 56
Proposal 3-J: Remove the fundamental policy relating to the purchase of illiquid securities ................. 57
Proposal 3-K: Remove the fundamental policy relating to purchasing securities on margin ..................... 57
Proposal 3-L: Remove the fundamental policy relating to short sales ......................................... 58
Proposal 3-M: Remove the fundamental policy relating both to purchasing securities on margin and
making short sales ............................................................................ 58
Proposal 3-N: Remove the fundamental policy relating to investments in other investment companies ........... 59
Proposal 3-O: Remove the fundamental policy relating to pledging or guaranteeing assets ..................... 60
Proposal 3-P: Remove the fundamental policy relating to investments made for the purpose of exercising
control or management of issuers .............................................................. 61
Proposal 3-Q: Remove the fundamental policy relating to investments in affiliates ........................... 62
i
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Proposal 3-R: Remove the fundamental policy relating to investments in convertible debt securities rated
below investment grade ....................................................................... 62
PROPOSAL 4 -- TO APPROVE AN AMENDED AND RESTATED MANAGEMENT AGREEMENT WITH PIONEER
INVESTMENT MANAGEMENT, INC. ................................................................................ 63
Introduction ............................................................................................... 63
Investment Adviser ......................................................................................... 63
Comparison of Amended and Restated Management Agreement with Current Management Agreements ................. 64
Board Evaluation of the Amended and Restated Management Agreement .......................................... 67
Other Service Providers .................................................................................... 68
Additional Information ..................................................................................... 68
Required Vote .............................................................................................. 69
PROPOSAL 5 -- TO APPROVE A POLICY ALLOWING THE APPOINTMENT OF UNAFFILIATED SUB-ADVISERS
AND AMENDMENTS TO SUB-ADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL ..................................... 70
Introduction ............................................................................................... 70
Proposed sub-adviser approval policy ....................................................................... 70
Reasons for proposal ....................................................................................... 71
Required Vote .............................................................................................. 71
GENERAL .................................................................................................... 73
PART II -- ADDITIONAL INFORMATION .......................................................................... 74
SECTION 1 FUNDS' FISCAL YEAR ENDS ......................................................................... 75
SECTION 2 COMPENSATION OF TRUSTEES ........................................................................ 77
SECTION 3 EQUITY SECURITIES OWNED BY NOMINEES ............................................................. 81
SECTION 4 INFORMATION REGARDING CURRENT MANAGEMENT AGREEMENTS (DATES, APPROVALS, FEES) .................... 85
SECTION 5 AMOUNTS PAID TO PIONEER AND AFFILIATES .......................................................... 89
SECTION 6 OTHER FUNDS ADVISED BY PIONEER .................................................................. 91
SECTION 7 5% SHARE OWNERSHIP AND NUMBER OF SHARES OUTSTANDING ............................................. 93
SECTION 8 SUBMISSION OF SHAREHOLDER PROPOSALS ............................................................. 129
SECTION 9 SHAREHOLDER COMMUNICATIONS ...................................................................... 130
SECTION 10 EXPENSES OF PROXY ............................................................................... 131
SECTION 11 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................................................... 132
SECTION 12 AUDIT FEES, AUDIT RELATED FEES, TAX FEES AND ALL OTHER FEES TO INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS ................................................................... 135
SECTION 13 FORM OF AMENDED AND RESTATED DECLARATION OF TRUST ............................................... 139
SECTION 14 FORM OF AGREEMENT AND PLAN OF REORGANIZATION .................................................... 160
SECTION 15 COMPARISON OF TERMS OF CURRENT AND AMENDED AND RESTATED MANAGEMENT AGREEMENTS ................... 175
SECTION 16 FORM OF AMENDED AND RESTATED MANAGEMENT AGREEMENT ............................................... 194
SECTION 17 NOMINATING COMMITTEE CHARTER .................................................................... 200
i
PIONEER MUTUAL FUNDS
60 State Street
Boston, Massachusetts 02109
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held May 13, 2008
A joint special meeting of the shareholders of the Pioneer Funds (each, a
"Fund") identified below (the "Meeting") will be held at the offices of Bingham
McCutchen LLP, 150 Federal Street, Boston, Massachusetts 02110, at 2:00 p.m.
(Eastern time) on May 13, 2008, to consider and vote on the following
proposals, as more fully described in the accompanying Joint Proxy Statement:
PROPOSAL 1. To elect Trustees. (To be voted on by all Funds.)
PROPOSAL 2A. To approve an amendment to the Declaration of Trust. (To be voted on by all Funds
except Pioneer Global Diversified Equity Fund, Pioneer Global Aggregate Bond Fund,
Pioneer International Value Fund and Pioneer Europe Select Equity Fund.)
PROPOSAL 2B. To approve an Agreement and Plan of Reorganization. (To be voted on by Pioneer
International Value Fund and Pioneer Europe Select Equity Fund.)
PROPOSAL 3. To approve changes to the Fund's fundamental investment policies relating to:
3-A Borrowing
3-B Underwriting
3-C Lending
3-D Senior Securities
3-E Real Estate
3-F Commodities
3-G Concentration
3-H Diversification
3-I Convert Investment Objective(s) from Fundamental to Non-Fundamental
3-J Illiquid Securities
3-K Purchasing Securities on Margin
3-L Short Sales
3-M Purchasing Securities on Margin and Making Short Sales
3-N Investments in Other Investment Companies
3-O Pledging or Guaranteeing Assets
3-P Investments Made for the Purpose of Exercising Control or Management of Issuers
3-Q Investments in Affiliates
3-R Investments in Convertible Debt Securities Rated Below Investment Grade
(To be voted on by all Funds except Pioneer Global Diversified Equity Fund and
Pioneer Global Aggregate Bond Fund; Funds affected by changes to a particular
policy are identified in the table at the beginning of the discussion relating
to that policy.)
PROPOSAL 4. To approve an Amended and Restated Management Agreement with Pioneer Investment
Management, Inc. (To be voted on by all Funds except Pioneer Global Diversified Equity
Fund and Pioneer Global Aggregate Bond Fund.)
PROPOSAL 5. To approve a policy allowing the appointment of unaffiliated sub-advisers and
amendments to sub-advisory agreements without shareholder approval. (To be voted on
by the Funds identified in the table beginning on page 70.)
PROPOSAL 6. To transact such other business as may properly come before the Meeting and any
adjournments or postponements thereof.
1
Your Board recommends that you vote "FOR" all proposals upon which you are
being asked to vote.
Shareholders of record at the close of business on February 14, 2008 are
entitled to vote at the Meetings and at any adjournments or postponements
thereof.
The proxy statement and your form of proxy card are available at
https://www.proxy-direct.com/pioneer.
If you own shares in more than one Fund as of February 14, 2008, you may
receive more than one proxy card. Please be certain to sign, date and return
each proxy card you receive.
By order of the Boards of Trustees
/s/ Dorothy E. Bourassa
-----------------------
Dorothy E. Bourassa
Secretary
March 18, 2008
2
Pioneer Funds Holding Special Meetings of Shareholders on May 13, 2008
Note: certain Funds are organized as either a Massachusetts business trust
or a Delaware statutory trust, or as a series of such a trust, as indicated in
the table below
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Trust Funds Within the Trust(1)
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Pioneer Bond Fund
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Pioneer Emerging Markets Fund
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Pioneer Equity Income Fund
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Pioneer Equity Opportunity Fund
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Pioneer Europe Select Equity Fund
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Pioneer Fund
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Pioneer Fundamental Growth Fund
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Pioneer High Yield Fund
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Pioneer Ibbotson Allocation Series Pioneer Ibbotson Aggressive Allocation Fund
Pioneer Ibbotson Conservative Allocation Fund
Pioneer Ibbotson Growth Allocation Fund
Pioneer Ibbotson Moderate Allocation Fund
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Pioneer Independence Fund
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Pioneer International Equity Fund
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Pioneer International Value Fund
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Pioneer Mid Cap Growth Fund
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Pioneer Mid Cap Value Fund
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Pioneer Money Market Trust Pioneer Cash Reserves Fund
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Pioneer Protected Principal Trust Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
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Pioneer Real Estate Shares
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Pioneer Research Fund
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Pioneer Select Growth Fund (formerly Pioneer
Select Equity Fund)
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Pioneer Select Value Fund
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Pioneer Series Trust I Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
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Pioneer Series Trust II Pioneer AmPac Growth Fund
Pioneer AMT-Free CA Municipal Fund
Pioneer AMT-Free Municipal Fund
Pioneer Growth Leaders Fund
Pioneer Growth Opportunities Fund
Pioneer Small and Mid Cap Growth Fund
Pioneer Tax Free Money Market Fund
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Pioneer Series Trust III Pioneer Cullen Value Fund
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3
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Trust Funds Within the Trust(1)
- -------------------------------------------------------------------------------------------------------
Pioneer Series Trust IV Pioneer Classic Balanced Fund
Pioneer Government Income Fund
Pioneer Institutional Money Market Fund
Pioneer Treasury Reserves Fund
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Pioneer Series Trust V Pioneer Global Select Equity Fund
Pioneer High Income Municipal Fund
Pioneer Oak Ridge All Cap Growth Fund
Pioneer Select Research Growth Fund
Pioneer Select Research Value Fund
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Pioneer Series Trust VI Pioneer Floating Rate Fund
- -------------------------------------------------------------------------------------------------------
Pioneer Series Trust VII (formerly Pioneer Global Pioneer Global High Yield Fund
High Yield Fund) Pioneer Global Diversified Equity Fund
Pioneer Global Aggregate Bond Fund
- -------------------------------------------------------------------------------------------------------
Pioneer Short Term Income Fund
- -------------------------------------------------------------------------------------------------------
Pioneer Small Cap Value Fund
- -------------------------------------------------------------------------------------------------------
Pioneer Strategic Income Fund
- -------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund
- -------------------------------------------------------------------------------------------------------
Pioneer Value Fund
- -------------------------------------------------------------------------------------------------------
- -----------
(1) Certain Trusts do not contain multiple series or Funds, as indicated by the
absence of an entry in this column.
4
PIONEER MUTUAL FUNDS
60 State Street
Boston, Massachusetts 02109
JOINT PROXY STATEMENT
PART I
This Joint Proxy Statement is furnished in connection with the
solicitation by the Boards of Trustees (each, a "Board" and each Board member,
a "Trustee") of each of the Pioneer mutual funds listed in the accompanying
Notice of Special Meeting of Shareholders (each, a "Fund") of proxies to be
voted at a joint special meeting of shareholders of each such Fund to be held
at 2:00 p.m. (Eastern time) on May 13, 2008, at the offices of Bingham
McCutchen LLP, 150 Federal Street, Boston, Massachusetts 02110 (the "Meeting"),
and at any and all adjournments or postponements thereof. The Meeting will be
held for the purposes set forth in the accompanying Notice.
The Board of each Fund has determined that the use of this Joint Proxy
Statement for the Meeting is in the best interests of the Fund and its
shareholders in light of the similar matters being considered and voted on by
the shareholders of each of the Funds. There are two parts to this Joint Proxy
Statement. Part I sets forth and discusses the proposals being submitted for
shareholder approval. Part II provides important additional information that
should be reviewed in considering the proposals set forth in Part I.
Shareholders should review both Part I and Part II before voting on the
proposals. This Joint Proxy Statement and the accompanying materials are being
mailed by the Boards on or about March 18, 2008.
Each Fund is organized as either a Massachusetts business trust (each, a
"Massachusetts Trust") or a Delaware statutory trust (each, a "Delaware Trust,"
and the Delaware Trusts and Massachusetts Trusts collectively are referred to
as the "Trusts"), or as a series of a Delaware Trust. The Trusts are registered
management investment companies. A list of each Trust and the series of each
Trust (if any) accompanies the Notice of Meeting.
Shareholders of record at the close of business on February 14, 2008 (the
"Record Date") are entitled to vote at the Meeting and may cast one vote for
each share held. Each Fund of which you are a shareholder is named on the proxy
card(s) included with this Joint Proxy Statement. If you own shares in more
than one Fund as of the Record Date, you may receive more than one proxy card.
Even if you plan to attend the Meeting, please sign, date and return EACH proxy
card you receive, or if you provide voting instructions by telephone or over
the Internet, please vote on the proposals affecting EACH Fund you own. If you
vote by telephone or over the Internet, you will be asked to enter a unique
code that has been assigned to you, which is printed on your proxy card(s).
This code is designed to confirm your identity, provide access into the voting
sites and confirm that your instructions are properly recorded.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting. On the matters coming before the Meeting as to which a
shareholder has specified a choice on that shareholder's proxy, the shares will
be voted accordingly. If a proxy is properly executed and returned and no
choice is specified with respect to one or more proposals, the shares will be
voted "FOR" each such proposal. Shareholders who execute proxies or provide
voting instructions by telephone or the Internet may revoke them with respect
to any or all proposals at any time before a vote is taken on a proposal by
filing with the applicable Fund a written notice of revocation (addressed to
the Secretary of the Fund at the principal executive offices of the Fund at the
address above), by delivering a duly executed proxy bearing a later date or by
attending the Meeting and voting in person, in all cases prior to the exercise
of the authority granted in the proxy card. Merely attending the Meeting,
however, will not revoke any previously executed proxy. If you hold shares
through a bank or other intermediary, please consult your bank or intermediary
regarding your ability to revoke voting instructions after such instructions
have been provided.
Photographic identification will be required for admission to the
Meetings.
Annual reports are sent to shareholders of record of each Fund following
the Fund's fiscal year end. Each Fund's fiscal year end is set forth in Part
II, Section 1, of this Joint Proxy Statement. Each Fund will furnish, without
charge, a copy of its annual report and most recent semi-annual report
succeeding the annual report, if any, to a shareholder upon request. Such
requests should be directed to the Fund at 60 State Street, Boston,
Massachusetts 02109 or by calling toll free at 1-800-225-6292. Copies of annual
and semi-annual reports of each Fund are also available on the EDGAR Database
on the Securities and Exchange Commission's Internet site at www.sec.gov.
5
Please note that only one annual or semi-annual report or Joint Proxy
Statement may be delivered to two or more shareholders of a Fund who share an
address, unless the Fund has received instructions to the contrary. To request
a separate copy of an annual report or the Joint Proxy Statement, or for
instructions as to how to request a separate copy of these documents or as to
how to request a single copy if multiple copies of these documents are
received, shareholders should contact the applicable Fund at the address and
phone number set forth above.
Table B shows which proposals shareholders of each Fund are required to
approve. The enclosed proxy card(s) indicate the Fund(s) in which you hold
shares and the proposals you are being asked to vote on.
Table B -- Summary of Proposals and Funds Voting
- ------------------------------------------------------------------------------------------------------------------------------------
Proposal Proposal
No. 2A -- To Proposal Proposal No. 4 -- To Proposal
approve an No. 2B -- To No. 3 -- To approve an No. 5 -- To
amendment approve an approve changes Amended and approve reliance
Proposal to the Agreement and to Fundamental Restated on Manager of
No. 1 -- To Declaration Plan of Investment Management Managers
Fund elect Trustees of Trust Reorganization Policies* Agreement Exemptive Order
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Opportunity Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Fundamental Growth Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer High Yield Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Aggressive - - - -
Allocation Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Conservative - - - -
Allocation Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Growth - - - -
Allocation Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Moderate - - - -
Allocation Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Independence Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer International Equity Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer International Value Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap Growth Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap Value Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Protected Principal - - - - -
Plus Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Protected Principal - - - - -
Plus Fund II
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Real Estate Shares - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Research Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Growth Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Value Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
6
- ------------------------------------------------------------------------------------------------------------------------------------
Proposal Proposal
No. 2A -- To Proposal Proposal No. 4 -- To Proposal
approve an No. 2B -- To No. 3 -- To approve an No. 5 -- To
amendment approve an approve changes Amended and approve reliance
Proposal to the Agreement and to Fundamental Restated on Manager of
No. 1 -- To Declaration Plan of Investment Management Managers
Fund elect Trustees of Trust Reorganization Policies* Agreement Exemptive Order
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Large Cap - - - -
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Small Cap - - - -
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free CA - - - - -
Municipal Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Leaders Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth - - - - -
Opportunities Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Small and Mid Cap - - - -
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Money - - - - -
Market Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Classic Balanced Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Government Income Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Institutional Money - - - -
Market Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Treasury Reserves Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Global Select Equity Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income - - - -
Municipal Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge All Cap - - - -
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Research - - - -
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Research - - - -
Value Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Floating Rate Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Global Aggregate -
Bond Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Global Diversified -
Equity Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Global High Yield Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Short Term Income Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Small Cap Value Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Strategic Income Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
7
- ------------------------------------------------------------------------------------------------------------------------------------
Proposal Proposal
No. 2A -- To Proposal Proposal No. 4 -- To Proposal
approve an No. 2B -- To No. 3 -- To approve an No. 5 -- To
amendment approve an approve changes Amended and approve reliance
Proposal to the Agreement and to Fundamental Restated on Manager of
No. 1 -- To Declaration Plan of Investment Management Managers
Fund elect Trustees of Trust Reorganization Policies* Agreement Exemptive Order
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------
* See Proposal 3 for the specific changes upon which you will be asked to vote.
8
VOTE REQUIRED AND MANNER OF VOTING PROXIES
A quorum of shareholders is required to take action at each Meeting. The
quorum requirement for each Fund is one-third (1/3) of the outstanding shares
of the Fund entitled to vote. For any Fund that is organized as a series of a
Trust, a quorum of the shareholders of the Trust as a whole is required in
order to take any action at the Meeting with respect to Proposals 1 and 2A, and
a quorum of the shareholders for the particular Fund is required in order to
take any action for that Fund with respect to Proposals 2B, 3, 4, and 5,
whether or not there is a quorum of the shareholders for the Trust as a whole.
With respect to each Proposal, each whole share shall be entitled to one vote
and each fractional share shall be entitled to a proportionate fractional vote.
Votes cast by proxy or in person at the Meeting will be tabulated by the
inspectors of election appointed for the Meeting. The inspectors of election,
who are employees of the proxy solicitor engaged by Pioneer Investment
Management, Inc. ("Pioneer"), on behalf of the Funds, will determine whether or
not a quorum is present at the Meeting. The inspectors of election will treat
abstentions and "broker non-votes" as present for purposes of determining a
quorum. "Broker non-votes" are shares held by brokers or nominees, typically in
"street name," as to which proxies have been returned but (a) instructions have
not been received from the beneficial owners or persons entitled to vote and
(b) the broker or nominee does not have discretionary voting power on a
particular matter.
In the absence of a quorum, or if the required approval of shareholders
for a Proposal is not received, the Meeting may be adjourned by the affirmative
vote of a majority of the shares present in person or represented by proxy at
the Meeting. The persons named as proxies may, at their discretion, vote those
proxies in favor of an adjournment of the Meeting. A vote may be taken on any
Proposal prior to any such adjournment if sufficient votes have been received.
If you hold your shares directly (not through a broker-dealer, bank or
other financial institution), and if you return a signed proxy card that does
not specify how you wish to vote on a proposal, your shares will be voted "FOR"
the nominees in Proposal 1 and "FOR" Proposals 2A, 2B, 3, 4, and 5, as
applicable.
Broker-dealer firms holding shares of a Fund in "street name" for the
benefit of their customers and clients will request the instructions of such
customers and clients on how to vote their shares on each Proposal before the
Meetings. The New York Stock Exchange (the "NYSE") takes the position that a
broker-dealer that is a member of the NYSE and that has not received
instructions from a customer or client prior to the date specified in the
broker-dealer firm's request for voting instructions may not vote such customer
or client's shares with respect to non-routine proposals, including proposals
such as Proposals 2A, 2B, 3, 4, and 5.
If you hold shares of a Fund through a bank or other financial institution
or intermediary (called a service agent) that has entered into a service
agreement with the Fund or a distributor of the Fund, the service agent may be
the record holder of your shares. At the Meetings, a service agent will vote
shares for which it receives instructions from its customers in accordance with
those instructions. A signed proxy card or other authorization by a shareholder
that does not specify how the shareholder's shares should be voted on a
Proposal may be deemed to authorize a service provider to vote such shares in
favor of the applicable Proposal. Depending on its policies, applicable law or
contractual or other restrictions, a service agent may be permitted to vote
shares with respect to which it has not received specific voting instructions
from its customers. In those cases, the service agent may, but may not be
required to, vote such shares in the same proportion as those shares for which
the service agent has received voting instructions. This practice is commonly
referred to as "echo voting."
If you beneficially own shares that are held in "street name" through a
broker-dealer or that are held of record by a service agent and you do not give
specific voting instructions for your shares, they may not be voted at all or,
as described above, they may be voted in a manner that you may not intend.
Therefore, you are strongly encouraged to give your broker-dealer or service
agent specific instructions as to how you want your shares to be voted.
Proposal 1:
o Nominees must be elected by a plurality of the votes cast in person or
by proxy at the Meeting at which a quorum exists.
o For a Trust that is made up of more than one Fund, the shareholders of
all Funds will vote together as a single class and the voting power of
the shares of each Fund will be counted together in determining the
results of the voting for Proposal 1.
Proposal 2A:
o Requires a "1940 Act Majority Vote" of the outstanding voting
securities of the applicable Trust.
9
o A "1940 Act Majority Vote" of the outstanding voting securities of a
Trust means the affirmative vote of the lesser of (a) 67% or more of
the voting power of the voting securities of the Trust that are
present at the Meeting or represented
by proxy if holders of shares representing more than 50% of the voting
power of the outstanding voting securities of the Trust are present or
represented by proxy or (b) more than 50% of the voting power of the
outstanding voting securities of the Trust.
Proposals 2B, 3, 4, and 5:
o Require a "1940 Act Majority Vote" of the outstanding voting
securities of the applicable Fund.
o A "1940 Act Majority Vote" of the outstanding voting securities of a
Fund means the affirmative vote of the lesser of (a) 67% or more of
the voting power of the voting securities of the Fund that are present
at the Meeting or represented by proxy if holders of shares
representing more than 50% of the voting power of the outstanding
voting securities of the Fund are present or represented by proxy or
(b) more than 50% of the voting power of the outstanding voting
securities of the Fund.
Approval of each Proposal will occur only if a sufficient number of votes
at the Meeting are cast "FOR" that proposal. As noted above, abstentions and
broker non-votes are not considered "votes cast" and, therefore, do not
constitute a vote "FOR" Proposals. Any abstentions or broker non-votes would
effectively be treated as a vote "AGAINST" Proposals 2A, 2B, 3, 4, and 5.
Abstentions and broker non-votes will have no effect on the results of the
voting on Proposal 1.
10
PROPOSAL 1 -- TO ELECT TRUSTEES
Funds affected: all Funds
The purpose of this Proposal 1 is to elect a Board for each Fund. You are
being asked to vote for the election of Trustees for your Fund.
It is intended that the enclosed proxy card will be voted for all nominees
(the "Nominees") listed below for the applicable Board unless a proxy contains
specific instructions to the contrary. The Nominees' terms of office will
commence upon election by the shareholders. Each Trustee will be elected to
hold office until his or her successor is elected or until his or her earlier
death, retirement or removal.
Currently, all Nominees other than Dr. Friedman serve on some or all of
the Boards that oversee the Funds and the closed-end investment companies (the
"closed-end funds") for which Pioneer serves as investment adviser. Mr. West
serves as Trustee to 33 of the Funds and closed-end funds, and Mr. Kingsbury
serves as Trustee to 34 of the Funds and closed-end funds.
If all Nominees for each Board are elected, all Nominees other than Mr.
West will serve as Trustees of all of the Funds, and Mr. West will serve as a
Trustee on the Boards of all Funds other than the following Funds:
Pioneer Bond Fund Pioneer AMT-Free Municipal Fund
Pioneer Fund Pioneer Growth Leaders Fund
Pioneer Ibbotson Aggressive Allocation Fund Pioneer Growth Opportunities Fund
Pioneer Ibbotson Conservative Allocation Fund Pioneer Small and Mid Cap Growth Fund
Pioneer Ibbotson Growth Allocation Fund Pioneer Tax Free Money Market Fund
Pioneer Ibbotson Moderate Allocation Fund Pioneer Classic Balanced Fund
Pioneer Mid Cap Value Fund Pioneer Government Income Fund
Pioneer Cash Reserves Fund Pioneer Institutional Money Market Fund
Pioneer Oak Ridge Large Cap Growth Fund Pioneer Treasury Reserves Fund
Pioneer Oak Ridge Small Cap Growth Fund Pioneer Short Term Income Fund
Pioneer AmPac Growth Fund Pioneer Tax Free Income Fund
Pioneer AMT-Free CA Municipal Fund Pioneer Value Fund
Each current Board has determined that the number of Trustees shall be
fixed at the number of Trustees elected in accordance with this Joint Proxy
Statement.
Each Nominee has consented to serve on the applicable Board if elected by
the shareholders. If, however, before the election, any Nominee refuses or is
unable to serve, proxies may be voted for a replacement Nominee, if any,
designated by members of the applicable Board.
Nominees must be elected by a plurality. Being elected by a plurality
means receiving the greater number of votes cast limited by the number of
trustees to be elected. Since the number of Nominees equals the number of
Trustees to be elected, a Nominee receiving any votes will be elected.
Reasons for Proposal to Elect Board Members
Shareholders of each Fund are being asked to elect one or more new
Trustees to the Fund's Board. Dr. Friedman is not currently a Trustee of any of
the Funds. Mr. Kingsbury currently serves as Trustee on the Boards of some, but
not all, Funds.
Shareholders of each Fund also are being asked to elect the incumbent
Trustees of the Fund in order to provide each Board maximum flexibility to fill
future vacancies on the Board or to add to the Board without further proxy
solicitations. The Investment Company Act of 1940, as amended (the "1940 Act"),
generally requires trustees of registered investment companies to be elected by
shareholders. However, the 1940 Act permits a vacancy to be filled without
shareholder approval provided that, immediately after filling the vacancy, at
least two-thirds of the trustees holding office have been elected by
shareholders. The 1940 Act requires a fund to hold a meeting of shareholders to
fill any vacancies on the Board if at any time less than a majority of the
trustees holding office have been elected by shareholders. A number of the
current Nominees have become Trustees of the Funds without a shareholder vote.
11
Nominees
The Nominees, their ages, their principal occupations for the past five
years (their titles may have varied during that period), the number of funds in
the Pioneer fund complex (the "Fund Complex") the Nominees will oversee if
elected, and other board memberships they hold are set forth in the table below.
The mailing address of each Nominee is 60 State Street, Boston, Massachusetts
02109. Each Nominee was recommended for nomination by the Nominating Committee
of the existing Boards and by the Trustees who are not "interested persons" of
the Fund Complex ("Independent Trustees"). Each of the Nominees other than John
F. Cogan, Jr. and Daniel K. Kingsbury is or will be considered an "Independent
Trustee." Each of Messrs. Cogan and Kingsbury is or will be an "interested
person" under the 1940 Act by virtue of his position with the Funds' investment
adviser and certain of its affiliates, as described in the table below. If
elected, Mr. Cogan will continue to serve as Chairman of the Board, Trustee and
President of each Fund.
- -----------------------------------------------------------------------------------------------------------------------------------
Number of
Funds in
Fund
Position(s) Length Complex
Held with of Time to be Other Directorships Held
Name and Age Funds Served Principal Occupation During Past 5 Years Overseen by Trustee
- -----------------------------------------------------------------------------------------------------------------------------------
Interested Trustees:
- -----------------------------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. Chairman Trustee Deputy Chairman and a Director of 77 None
(81) of the since Pioneer Global Asset Management
Board, 1982 S.p.A. ("PGAM"); Non-Executive
Trustee Chairman and a Director of
and Pioneer Investment Management
President USA Inc. ("PIM-USA"); Chairman
and a Director of Pioneer;
Nominee Chairman and Director of Pioneer
Institutional Asset Management,
Inc. (since 2006); Director of
Pioneer Alternative Investment
Management Limited (Dublin);
President and a Director of
Pioneer Alternative Investment
Management (Bermuda) Limited
and affiliated funds; Director of
PIOGLOBAL Real Estate
Investment Fund (Russia) (until
June 2006); Director of Nano-C,
Inc. (since 2003); Director of Cole
Management Inc. (since 2004);
Director of Fiduciary Counseling,
Inc.; President and Director of
Pioneer Funds Distributor, Inc.
("PFD") (until May 2006);
President of all Pioneer Funds; and
Of Counsel, Wilmer Cutler
Pickering Hale and Dorr LLP
- -----------------------------------------------------------------------------------------------------------------------------------
12
- -----------------------------------------------------------------------------------------------------------------------------------
Number of
Funds in
Fund
Position(s) Length Complex
Held with of Time to be Other Directorships Held
Name and Age Funds Served Principal Occupation During Past 5 Years Overseen by Trustee
- -----------------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury Executive Trustee Director, CEO and President of 77 None
(49) Vice since PIM-USA, Pioneer and Pioneer
President 2007 Institutional Asset Management,
and Inc. (since March 2007); Executive
Trustee Vice President of all Pioneer Funds
(since March 2007); Director of
Nominee PGAM (since March 2007); Head
of New Markets Division, PGAM
(2000-2007)
- -----------------------------------------------------------------------------------------------------------------------------------
Independent Trustees:
- -----------------------------------------------------------------------------------------------------------------------------------
David R. Bock (64) Trustee Trustee Partner, Federal City Capital 76 Director of Enterprise
since Advisors (2002-2004, Community
Nominee 2005 2007-present); Executive Vice Investments (privately-
President and Chief Financial held affordable housing
Officer, I-trax, Inc. (publicly traded finance company); and
health care services company) Director of New York
(2004-2007) Mortgage Trust
(publicly traded
mortgage REIT)
- -----------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (59) Trustee Trustee President, Bush International, LLC 77 Director of Discover
since (international financial advisory Financial Services
Nominee 1997 firm) (credit card issuer and
electronic payment
services); Director of
Briggs & Stratton Co.
(engine manufacturer);
Director of UAL
Corporation (airline
holding company);
Director of Mantech
International
Corporation (national
security, defense, and
intelligence technology
firm); and Member,
Board of Governors,
Investment
Company Institute
- -----------------------------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman Nominee N/A Professor, Harvard University 71 Trustee, Mellon
(63) Institutional Funds
Investment Trust and
Mellon Institutional
Funds Master Portfolio
(oversees 17 portfolios
in fund complex)
- -----------------------------------------------------------------------------------------------------------------------------------
13
- -----------------------------------------------------------------------------------------------------------------------------------
Number of
Funds in
Fund
Position(s) Length Complex
Held with of Time to be Other Directorships Held
Name and Age Funds Served Principal Occupation During Past 5 Years Overseen by Trustee
- -----------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham Trustee Trustee Founding Director, Vice-President 77 None
(60) since and Corporate Secretary, The
Nominee 1990 Winthrop Group, Inc. (consulting
firm); and Desautels Faculty of
Management, McGill University
- -----------------------------------------------------------------------------------------------------------------------------------
Thomas J. Perna (57) Trustee Trustee Private investor (2004-present); 77 Director of Quadriserv
since and Senior Executive Vice Inc. (technology
Nominee 2006 President, The Bank of New York products for securities
(financial and securities services) lending industry)
(1986-2004)
- -----------------------------------------------------------------------------------------------------------------------------------
Marguerite A. Piret Trustee Trustee President and Chief Executive 77 Director of New
(59) since Officer, Newbury, Piret & America High Income
Nominee 1982 Company, Inc. (investment Fund, Inc. (closed-end
banking firm) investment company)
- -----------------------------------------------------------------------------------------------------------------------------------
Stephen K. West Trustee Trustee Senior Counsel, Sullivan & 33 Director, The Swiss
(78) since Cromwell LLP (law firm) Helvetia Fund, Inc.
Nominee 1993 (closed-end investment
company)
- -----------------------------------------------------------------------------------------------------------------------------------
John Winthrop (71) Trustee Trustee President, John Winthrop & Co., 77 None
since Inc. (private investment firm)
Nominee 1985
- -----------------------------------------------------------------------------------------------------------------------------------
Compensation of the Trustees
Compensation paid to the Trustees during the Most Recent Year(2) is set
forth in Part II, Section 2 of this Joint Proxy Statement.
Equity Securities Owned by the Nominees
The amounts of equity securities beneficially owned by the Nominees as of
December 31, 2007, in the Funds that they will oversee and in all the funds in
the Fund Complex are set forth in Part II, Section 3, of this Joint Proxy
Statement.
None of the Independent Trustees or their immediate family members had any
interest in the investment adviser, sub-adviser(s) or distributor of any Fund,
or any person controlling, controlled by or under common control with such
persons. For this purpose, "immediate family member" includes the Independent
Trustee's spouse, children residing in the Independent Trustee's household and
dependents of the Independent Trustee.
As of December 31, 2007, the Trustees and officers of each Fund owned
beneficially in the aggregate less than 1% of the outstanding shares of each
Fund.
During the two Most Recent Years, none of the Independent Trustees, nor
any of their immediate family members, had any relationship (the value of which
exceeded $120,000) with any Fund, the Fund's adviser or distributor, any
affiliate of the adviser or distributor, or any officer of any of them, except
that Mr. West, an Independent Trustee of certain of the Funds, is Senior
Counsel to Sullivan & Cromwell LLP and acts as counsel to the Independent
Trustees and the independent trustees
- -----------
(2) The term "Most Recent Year" refers to the calendar year ended December 31,
2007, which coincides with the last fiscal year of certain of the Funds, as
shown in Part II, Section 1 of this Joint Proxy Statement.
14
of the other funds in the Fund Complex. The aggregate compensation paid to
Sullivan & Cromwell LLP by the Funds and the other funds in the Fund Complex
was approximately $287,452 and $406,262 in each of 2006 and 2007, respectively.
Other Information
Attendance of Trustees at Annual Meeting. No Fund has a policy with regard
to attendance of Trustees at annual meetings. No annual meeting for any Fund
was held during the Most Recent Year.
Board Meetings. During 2007, each Board met 7 times. Each Trustee attended
at least 75% of the meetings of each Board and of each committee of each Board
on which the Trustee served.
Standing Committees of the Existing Boards. Each Board has a standing
Audit Committee, Independent Trustees Committee, Nominating Committee,
Valuation Committee and Policy Administration Committee. The members of each
committee are as follows for the Funds which they respectively serve as
Trustees:
Audit Committee: David R. Bock, Margaret B. W. Graham, Marguerite A. Piret
(Chair) and Stephen K. West.
Independent Trustees Committee: David R. Bock, Mary K. Bush, Margaret B. W.
Graham (Chair), Thomas J. Perna, Marguerite A. Piret, Stephen K. West and
John Winthrop.
Nominating Committee: Mary K. Bush, Marguerite A. Piret and John Winthrop
(Chair), none of whom is an "interested person" within the meaning of the
1940 Act.
Valuation Committee: David R. Bock, Margaret B. W. Graham, Marguerite A.
Piret (Chair) and Stephen K. West.
Policy Administration Committee: Mary K. Bush (Chair), Thomas J. Perna and
John Winthrop.
During 2007, the Audit Committee, Independent Trustees Committee,
Nominating Committee, Valuation Committee and Policy Administration Committee
of each Fund held 9, 10, 6, 4 and 5 meetings, respectively.
Each Board has adopted a charter for its Audit Committee. The purposes of
the Audit Committee are to:
o act as a liaison between each Fund's independent registered public
accounting firm and the full Board;
o discuss with each Fund's independent registered public accounting firm
their judgments about the quality of the Fund's accounting principles
and underlying estimates as applied in the Fund's financial reporting;
o review and assess the renewal materials of all related party contracts
and agreements, including management advisory agreements, underwriting
contracts, administration agreements, distribution contracts and
transfer agency contracts, among any other instruments and agreements
that may be appropriate from time to time;
o review and approve insurance coverage and allocations of premiums
between the management and the Fund and other funds in the Fund
Complex;
o review and approve expenses under the administration agreement between
Pioneer and each Fund and allocations of such expenses among the funds
in the Fund Complex; and
o receive on a periodic basis a formal written statement delineating all
relationships between the independent registered public accounting
firm and each Fund or Pioneer; actively engage in a dialogue with the
independent registered public accounting firm with respect to any
disclosed relationships or services that may impact the objectivity
and independence of the independent registered public accounting firm;
and recommend that the Trustees take appropriate action in response to
the independent registered public accounting firm's report to satisfy
itself of the independent registered public accounting firm's
independence.
The Valuation Committee reviews valuations assigned to certain securities
by Pioneer in accordance with each Fund's valuation procedures.
The Policy Administration Committee reviews the implementation of each
Fund's administrative policies and procedures.
The Independent Trustees Committee reviews each Fund's management contract
and other related party contracts as required by the 1940 Act and is also
responsible for any other action required to be taken under the 1940 Act by the
Independent Trustees acting alone.
15
Each Board has adopted a charter for its Nominating Committee, a copy of
which is included in Part II, Section 17. The charter states that the key
function of the Nominating Committee is to screen potential candidates for
Independent Trustees. In performing such function, the Nominating Committee
will:
o periodically review the requisite skills and criteria for Independent
Trustees;
o periodically review the requisite skills and criteria for the
re-nomination of a person currently serving as an Independent Trustee;
o review the qualifications of any person nominated to serve on the
Board by a shareholder or recommended by any Trustee, management or
another person and to make a recommendation as to the qualifications
of such nominated or recommended person to the Independent Trustees
and the Board; and
o periodically review and revise as it deems appropriate procedures
regarding Trustee candidates recommended by shareholders.
With respect to a vacancy on the Board, the Nominating Committee will use
the criteria and the principles set forth below, as revised from time to time,
to guide its selection process. These criteria are applied when considering a
recommendation as to a vacancy whether the person has been recommended by a
shareholder, Trustee, management or otherwise. These criteria are:
o Nominees should have a reputation for integrity, honesty and adherence
to high ethical standards.
o Nominees should have demonstrated business acumen and ability to
exercise sound judgments in matters that relate to the current and
long-term objectives of the Fund(s) and should be willing and able to
contribute positively to the decision-making process of the Fund(s).
o Nominees should have a commitment and ability to devote the necessary
time and energy to be an effective trustee, to understand the Fund(s)
and the responsibilities of a trustee of an investment company.
Nominees should have the expectation to attend and participate in all
meetings of the Board and its committees.
o Nominees should have the ability to understand the sometimes
conflicting interests of the various constituencies of the Fund(s),
including shareholders and the management company, and to act in the
interests of all shareholders.
o Nominees should not have, nor appear to have, a conflict of interest
that would impair the nominee's ability to represent the interests of
all the shareholders and to fulfill the responsibilities of a trustee.
o Nominees will not be discriminated against on the basis of race,
religion, national origin, sex, sexual orientation, disability or any
other basis proscribed by law. The value of diversity on the Board
should be considered.
With respect to the re-nomination of an existing Independent Trustee, the
Nominating Committee and the Independent Trustees Committee use the criteria
and the principles set forth above, as revised from time to time, to guide the
selection process.
The Nominating Committee acts as a consultative body to the Independent
Trustees Committee, which shall be responsible for determining whether to
recommend the nomination of any person to serve as Independent Trustee to the
Board. Nomination of any person to serve on the Board as an Independent Trustee
will be acted upon initially by the Independent Trustees and then the entire
Board. Nominations of persons to serve as Trustees who are not Independent
Trustees are made by the Board.
The Nominating Committee followed its standard practices in identifying
and recommending Dr. Friedman as a Nominee. The Chairperson of the Nominating
Committee solicited suggestions from the Independent Trustees for nominees to
the Board who met the criteria for nominees set forth in the Nominating
Committee charter and collected biographical information about the persons
suggested. The Chairperson also collected biographical information of current
Board members, and the Nominating Committee analyzed their experience and
capabilities as a group, in order to identify a skill set and other
characteristics that would be most complementary in a new Board member. Based
on this analysis, four of the candidates were interviewed by the Nominating
Committee. Each Nominating Committee member assessed each candidate as to the
characteristics identified. The Nominating Committee then recommended to the
full Board the nomination of Dr. Friedman to serve as a Board member.
Officers of the Funds
The following table shows information about the officers of the Funds,
including their ages, their positions held with the Funds and their principal
occupations during the past five years (their titles may have varied during
that period). Each officer serves at the discretion of the Board. The mailing
address of each officer is 60 State Street, Boston, Massachusetts 02109.
16
- -------------------------------------------------------------------------------------------------------------------------
Position(s) Held Length of
Name and Age with Funds Time Served Principal Occupation During Past 5 Years
- -------------------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury (49) Executive Vice Since March Director, CEO and President of PIM-USA, Pioneer
President 2007 and Pioneer Institutional Asset Management, Inc.
(since March 2007); Executive Vice President of
all Pioneer Funds (since March 2007); Director of
PGAM (since March 2007); Head of New Markets
Division, PGAM (2000-2007)
- -------------------------------------------------------------------------------------------------------------------------
Dorothy E. Bourassa (59) Secretary Since November Secretary of PIM-USA; Senior Vice President --
2000 Legal of Pioneer; Secretary/Clerk of most of
PIM-USA's subsidiaries; Secretary of all Pioneer
Funds since September 2003 (Assistant Secretary
from November 2000 to September 2003)
- -------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (43) Assistant Since Associate General Counsel of Pioneer since
Secretary September 2003 January 2008 and Assistant Secretary of all of
the Pioneer Funds since September 2003; Vice
President and Senior Counsel of Pioneer from
July 2002 to December 2007
- -------------------------------------------------------------------------------------------------------------------------
Mark E. Bradley (48) Treasurer Since March Treasurer of all Pioneer Funds since March
2008 2008; Deputy Treasurer of Pioneer since 2004;
Assistant Treasurer of all Pioneer Funds
(November 2004 to January 2008); Treasurer and
Senior Vice President, CDC IXIS Asset
Management Services from 2002 to 2003
- -------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (42) Assistant Since November Director -- Fund Accounting, Administration and
Treasurer 2000 Controllership Services of Pioneer since 1999;
and Assistant Treasurer of all Pioneer Funds
- -------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (49) Assistant Since May 2002 Fund Accounting Manager -- Fund Accounting,
Treasurer Administration and Controllership Services of
Pioneer; and Assistant Treasurer of all Funds
- -------------------------------------------------------------------------------------------------------------------------
Katherine Kim Sullivan (34) Assistant Since Fund Administration Manager -- Fund
Treasurer September 2003 Accounting, Administration and Controllership
Services since June 2003 and Assistant Treasurer
of all Pioneer Funds since September 2003;
Assistant Vice President -- Mutual Fund
Operations of State Street Corporation from June
2002 to June 2003 (formerly Deutsche Bank
Asset Management)
- -------------------------------------------------------------------------------------------------------------------------
Teri W. Anderholm (48) Chief Since January Chief Compliance Officer of Pioneer since
Compliance 2007 December 2006 and of all Pioneer Funds since
Officer January 2007; Vice President and Compliance
Officer, MFS Investment Management (August
2005 to December 2006); Consultant, Fidelity
Investments (February 2005 to July 2005);
Independent Consultant (August 1997 to
February 2005)
- -------------------------------------------------------------------------------------------------------------------------
17
None of the officers receives compensation from the Funds, although
officers may be reimbursed for reasonable travel expenses for attending
meetings of the Board.
Required Vote
Proposal 1, the election of the Nominees, must be approved by a plurality
of the votes cast in person or by proxy at the Meeting at which a quorum
exists. For a Trust that is made up of more than one Fund, the shareholders of
all Funds within the Trust will vote together as a single class.
Your Board recommends that you vote "FOR" the election of each of the Nominees.
18
PROPOSAL 2A -- TO APPROVE AN AMENDMENT TO THE DECLARATION OF TRUST
Funds affected: All Funds except Pioneer Global Diversified Equity Fund,
Pioneer Global Aggregate Bond Fund, Pioneer International Value Fund and
Pioneer Europe Select Equity Fund.
Introduction
You are being asked to approve an amendment to the declaration of trust
currently in place for your Fund (collectively, the "Existing Declaration").
The proposed amendment to the Existing Declaration (the "Amendment") would
permit further amendments to the Existing Declaration to be made by action of
the Board without approval of shareholders. If the Amendment is approved, the
Existing Declaration will be amended and restated as described below.
Your Board recommends that you vote in favor of this proposal because the
Amendment and the Amended Declaration referred to below will, among other
things, minimize the time and expense of shareholder meetings and permit the
Board to act quickly when it is in the interests of shareholders to do so.
The Amendment permits the Board to make amendments to the Existing
Declaration without seeking shareholder approval, subject to the limitations
imposed by the 1940 Act. The Amended Declaration authorizes the Trustees to
amend the Existing Declaration by majority vote, except with respect to changes
to the provisions relating to the number, qualification, terms, election,
retirement, removal, and replacement of trustees, which require the vote of
two-thirds (2/3) of the Trustees. The Existing Declaration provides that it may
be amended by the Board without shareholder approval except for (i) any
amendment affecting certain voting powers specifically granted to shareholders
in the Existing Declaration, (ii) any amendment to the amendment provisions of
the Existing Declaration, (iii) any amendment required by law or the Trust's
registration statement; and (iv) any amendment submitted to shareholders by the
Board in its discretion.
The proposed Amendment and the corresponding provision in the Existing
Declaration are set forth below.
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Amendment Corresponding Existing Provision
- -----------------------------------------------------------------------------------------------------------------------------------
(a) The Trustees may by vote of a majority of the The Trustees may, without any Shareholder vote, amend or otherwise
Trustees then in office amend or otherwise supplement this Declaration by making an amendment, a Declaration of Trust
supplement the Declaration by making an supplemental hereto or any amended and restated trust instrument; provided,
amendment, a Declaration supplemental hereto or that Shareholders shall have the right to vote on any amendment (a) which
an amended and restated Declaration, provided, would affect the voting rights of Shareholders granted in Article VII,
however, that an amendment to any provision of Section 1, (b) to this Section 8, (c) required to be approved by
Article V hereof shall require the vote of two- Shareholders by law or by the Trust's registration statement(s) filed with
thirds (2/3) of the Trustees then in office. the Commission, and (d) submitted to them by the Trustees in their
discretion. Any amendment submitted to Shareholders which the Trustees
(b) Notwithstanding anything else herein, any determine would affect the Shareholders of any Series shall be authorized
amendment to Article IV which would have the by vote of the Shareholders of such Series and no vote shall be required of
effect of reducing the indemnification and other Shareholders of a Series not affected. Notwithstanding anything else
rights provided thereby to Trustees, officers, herein, any amendment to Article IV which would have the effect of reducing
employees, and agents of the Trust or to the indemnification and other rights provided thereby to Trustees,
Shareholders or former Shareholders, and any officers, employees, and agents of the Trust or to Shareholders or former
repeal or amendment of this sentence shall each Shareholders, and any repeal or amendment of this sentence shall each
require the affirmative vote of the holders of two- require the affirmative vote of the holders of two-thirds of the
thirds of the outstanding shares of the Trust entitled Outstanding Shares of the Trust entitled to vote thereon [and no such
to vote thereon [and no such amendment shall amendment shall affect the right to indemnification of any person who is no
affect the right to indemnification of any person longer a Trustee, Officer or employee or agent at the time of such
who is no longer a Trustee, officer or employee or amendment].
agent at the time of such amendment].
Bracketed text only applies to Pioneer Equity Opportunity Fund, Pioneer
(c) The Trust's Certificate of Trust may be amended Fundamental Growth Fund, Pioneer High Yield Fund, Pioneer Ibbotson Asset
at any time for any purpose as the Trustees may Allocation Series, Pioneer Protected Principal Trust, Pioneer Research
determine and such amendment shall be signed by Fund, Pioneer Select Growth Fund, Pioneer Select Value Fund, Pioneer Series
one or more of the Trustees or by an officer of the Trust I, Pioneer Series Trust II, Pioneer Series Trust III, Pioneer Series
Trust as duly authorized by vote of a majority of the Trust IV, Pioneer Series Trust V, Pioneer Series Trust VI, Pioneer Series
Trustees then in office. Trust VII, and Pioneer Short Term Income Fund.
- -----------------------------------------------------------------------------------------------------------------------------------
19
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Amendment Corresponding Existing Provision
- -----------------------------------------------------------------------------------------------------------------------------------
Bracketed text only applies to Pioneer Equity
Opportunity Fund, Pioneer Fundamental Growth
Fund, Pioneer High Yield Fund, Pioneer Ibbotson
Asset Allocation Series, Pioneer Protected
Principal Trust, Pioneer Research Fund, Pioneer
Select Growth Fund, Pioneer Select Value Fund,
Pioneer Series Trust I, Pioneer Series Trust II,
Pioneer Series Trust III, Pioneer Series Trust IV,
Pioneer Series Trust V, Pioneer Series Trust VI,
Pioneer Series Trust VII, and Pioneer Short Term
Income Fund.
- -----------------------------------------------------------------------------------------------------------------------------------
By allowing future amendments of a declaration of trust without
shareholder approval, the Amendment gives the Trustees the authority to react
quickly to future contingencies. A Board would still be required to submit a
future amendment to a vote of a Fund's shareholders if such a vote were
required by applicable law. In addition, a Board could determine at any time to
submit a future amendment to the declaration of trust for a vote of the
shareholders, even though not required by law or by the declaration of trust
itself.
At a meeting of the Board held on January 8, 2008, the Board approved the
Amendment as well as further changes to the Existing Declaration which are
designed to provide more flexibility to the Board in governing your Fund. Many
of these further changes approved by the Board may be made under the terms of
the Existing Declaration without the approval or consent of the shareholders,
and the Board intends to make these changes even if the Amendment is not
approved by shareholders. These changes include, among others, those related to
fund governance, including certain powers of Trustees, indemnification and
liability of trustees, officers, employees, and shareholders, and
shareholder/derivative actions. Other changes, most notably, changes to the
provisions of the Existing Declaration relating to a merger or consolidation of
a Trust into another entity, as described below, are subject to shareholder
approval of the Amendment. The form of amended and restated declaration of
trust, incorporating all of the changes approved by the Board (the "Amended
Declaration"), is attached hereto as Part II, Section 13.
Summary Comparison of Existing Declaration and Amended Declaration
Set forth below is a comparison of some of the material differences
between the Amended Declaration and the Existing Declaration. Shareholders are
encouraged, however, to read the Amended Declaration in full, which appears in
Part II, Section 13, of this Joint Proxy Statement. This summary is qualified
in its entirety by reference to the Amended Declaration.
Shareholder Voting
The 1940 Act requires a vote of shareholders of a mutual fund on matters
that Congress has determined might have a material effect on shareholders and
their investments. For example, shareholder consent is required to approve new
investment advisory agreements in most cases, increases in advisory fees or
12b-1 fees, changes to fundamental investment policies, election of trustees in
certain circumstances, and the merger or reorganization of a fund in certain
circumstances, particularly where the merger or consolidation involves an
affiliated party. All of these voting rights are provided under the Amended
Declaration. The Amended Declaration provides for shareholder voting as
required by the 1940 Act or other applicable laws but otherwise permits,
consistent with Delaware law, actions by the Board without seeking the consent
of shareholders. This provision permits the Board to act quickly in response to
competitive or regulatory conditions without the cost and delay of a meeting of
the shareholders when the Board believes that the action is in the best
interests of shareholders. As discussed below, under the Amended Declaration,
the Board has broader authority to merge or consolidate a Trust or any Fund
into other entities, to reorganize a Trust or a Fund, to sell the assets of the
trust or any Fund or class and to terminate the trust or any Fund.
The Amended Declaration gives the Boards the flexibility to specify either
per share voting or dollar-weighted voting when submitting matters for
shareholder approval. Under per share voting, each share of a Fund is entitled
to one vote. Under dollar-weighted voting, a shareholder's voting power is
determined not by the number of shares owned, but by the dollar value of those
shares as of the record date. This method of allocating voting power grants to
each shareholder a vote commensurate with the economic interest the shareholder
has in the Trust where there is more than one Fund in a Trust. Because Funds
that are series of a Trust can have different share prices, under per share
voting the shareholders of a Fund with lower-priced shares may have more voting
power than shareholders of a Fund with higher-priced shares, even though their
economic interest in
20
the Trust in which both Funds are contained is the same. Some of the Existing
Declarations permit either dollar-weighted voting or per share voting, while
others permit only the latter.
The Amended Declaration also provides that shareholders of all Funds and
classes vote together, except where required by the 1940 Act to vote separately
or when the Trustees have determined that a matter affects only one or more
Funds or classes of shares. Under the Existing Declaration, shares are voted by
individual Funds or class unless the 1940 Act requires that shares be voted in
the aggregate or the Trustees determine that the matter affects the interests
of more than one Fund or class. The Trustees believe that aggregate voting
should be the general rule rather than the exception, though of course issues
that affect only one Fund within a Trust or class of shares would be voted on
only by the shareholders of that Fund or class.
The Amended Declaration provides the Trustees with discretion to set the
quorum required for the transaction of business by the shareholders, which
shall in no event be less than thirty percent (30%) of those entitled to vote.
The Existing Declaration sets the quorum requirement at one-third (1/3) of the
outstanding shares entitled to vote.
Power to Merge, Consolidate or Terminate a Fund
The Amended Declaration gives the Board broad authority to merge or
consolidate a Trust or a Fund into one or more statutory trusts or other
business entities or series or classes thereof without shareholder approval
where approval of shareholders is not otherwise required under the 1940 Act.
The Amended Declaration also gives the Board the power, without shareholder
approval, to sell all or substantially all of a Fund's assets to another fund
or entity, again where shareholder approval is not required by the 1940 Act.
The Existing Declaration permits the Board, also without shareholder approval,
(i) to sell Fund assets and (ii) to merge or consolidate the Fund into one or
more other entities, but only for the purpose of changing the Fund's form or
place of organization.
These reorganization provisions of the Amended Declaration would permit
the Boards, in the future, to reduce the number of separate legal entities in
the Pioneer fund complex that are registered with the Securities and Exchange
Commission (the "SEC") by reorganizing the Funds into fewer Trusts. Reducing
the number of registered entities should simplify the administration of the
Funds and may help achieve certain economies, such as in registration fees paid
by the Funds.
The reorganization provisions of the Amended Declaration also will permit
the Boards to combine Funds with other funds, including other Pioneer mutual
funds, without shareholder approval if shareholder approval is not otherwise
required under the 1940 Act. The 1940 Act currently requires fund combinations
to be approved by shareholders when, for example, the merging or reorganizing
fund does not have the same investment adviser and/or sub-adviser, or pays
lower advisory or distribution fees, or has different fundamental policies. The
Boards may approve such combinations to eliminate overlapping or duplicative
Funds.
The Amended Declaration permits the Board to terminate the Trust or a Fund
with notice to, but without the approval of, shareholders. The Existing
Declaration permits the Board to terminate the Trust or a Fund without
shareholder approval if a majority of the Trustees determines that the
continuation of the Trust or Fund is not in the best interests of the Trust,
such Fund, or their respective shareholders as a result of factors or events
adversely affecting the ability of the Trust or such Fund to conduct its
business and operations in an economically viable manner. In the event of a
termination, the Board will provide notice to the shareholders that it
determines to be appropriate under the circumstances. Such notice typically
will be provided in written form 60 days in advance of the termination.
The Amended Declaration provides that the Trustees shall provide for the
payment of all known liabilities of a terminated Trust or Fund before
distributing assets to shareholders. The Existing Declaration contains similar
but not identical provisions.
The Board has no current intention to merge, consolidate, or terminate any
Trust or Fund, with the exception of those Funds identified in Proposal 2B. The
Board would approve any such reorganization or termination in the future only
if it determines that it is in the best interests of shareholders. In
considering any such reorganization or termination, the Board would consider,
among other factors, the tax consequences for shareholders.
Trustees
The Amended Declaration provides that the Board may establish the number
of Trustees without limitation; the Existing Declaration gives the Trustees the
discretion to select their number but requires there to be no less than one (1)
and no more than fifteen (15) Trustees on the Board.
21
The Amended Declaration provides that any Trustee may be removed at any
time for any reason by a majority of the Board or by a two-thirds (2/3)
majority of the outstanding shares of the Trust. The Existing Declaration
contains similar provisions. The Amended Declaration also permits the Board to
establish, by a two-thirds (2/3) majority, a written policy providing for a
mandatory retirement age or term limit for all Trustees, which shall have the
effect of automatically removing any Trustee upon reaching the stated
retirement age or term limit. The Existing Declaration does not contain such a
provision.
The Amended Declaration provides that, in the event no Trustee is left on
the Board, vacancies may be filled by duly elected officers of the Trust or by
any other manner permitted under the 1940 Act. The Existing Declaration makes
no provision for filling vacancies if no Trustees remain on the Board.
Indemnification and Liability of Trustees, Officers, Employees and
Shareholders
The Amended Declaration provides that shareholders are not personally
liable for the obligations of a Trust or a Fund and requires the Fund to
indemnify its shareholders against any liability arising solely from the
shareholder's ownership of shares in the Fund. In addition, the Amended
Declaration provides that the Fund will assume the defense of any claim against
a shareholder for personal liability at the request of the shareholder.
Shareholder indemnification is not permitted under the Amended Declaration for
taxes paid by reason of a shareholder's ownership of shares or for losses
caused because of a loss of value of Fund assets. The Existing Declaration
indemnifies shareholders for any liability arising solely by reason of the
shareholder being or having been a shareholder. The Existing Declaration does
not contain an explicit limitation on shareholder indemnification for taxes
paid because of share ownership or because of a loss in value of Fund assets.
The Amended Declaration provides that no Trustee, officer or employee of
the Fund shall be liable to the Fund or any shareholder for any action, failure
to act, error or mistake except in cases of bad faith, willful misfeasance,
gross negligence or reckless disregard of duty. The Existing Declaration grants
Trustees and officers similar protection from liability but adds that they must
have exercised reasonable care and have acted in the reasonable belief that
their actions are in the best interests of the Trust.
The Amended Declaration provides that Trustees may rely on the advice of
counsel or other experts regarding the meaning and operation of the Amended
Declaration and, except as otherwise provided by law, shall be under no
liability for any act or omission in accordance with such advice or merely
failing to follow such advice. The Amended Declaration also permits Trustees to
rely in good faith on the books of account of the Fund and upon any written
reports made to the Trustees by any officer appointed by them, any independent
registered accounting firm, and any other party with which the Trust contracts.
The Existing Declaration provides that a Trustee, officer or employee may rely
in good faith on the advice of counsel and on reports prepared by Fund
employees, the investment adviser, distributor, transfer agent, dealers,
accountants or other experts and consultants, provided that the selection of
such person was made with reasonable care by the Board.
The Amended Declaration provides that the appointment or designation of a
Trustee as chairperson, a member of a committee, an expert, lead Independent
Trustee, or any other special appointment shall not impose any heightened
standard of care or liability on such Trustee. There is no analogous provision
in the Existing Declaration.
The Amended Declaration requires the Fund to indemnify each Trustee,
director, officer, employee and authorized agent to the fullest extent
permitted by law against liability and against all expenses reasonably incurred
or paid by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his being or
having been such a Trustee, director, officer, employee, or agent and against
amounts paid or incurred by him in settlement thereof. The 1940 Act currently
provides that no officer or director shall be protected from liability to the
Fund or shareholders for misfeasance, bad faith, gross negligence, or reckless
disregard of the duties of office. The Amended Declaration extends to Trustees,
officers and employees of the Fund the full protection from liability that the
law allows.
The Existing Declaration contains a similar indemnification provision but
excludes indemnification for anyone who is adjudicated to be liable to the Fund
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office, or not to have
acted in good faith in the reasonable belief that such action was in the best
interests of the Trust. The Existing Declaration prohibits indemnification for
settlements unless there has been a determination that the Trustee did not
engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of duties by a court, a majority of the Trustees who are not
interested persons or parties, a written opinion of independent legal counsel,
or a vote of a majority of the outstanding shares entitled to vote.
22
Shareholder/Derivative Actions
The Amended Declaration sets forth a detailed process for the bringing of
derivative actions by shareholders in order to permit legitimate inquiries and
claims while avoiding the time, expense, distraction and other harm that can be
caused to a Fund or its shareholders as a result of spurious shareholder
demands and derivative actions. Under the Amended Declaration, prior to
bringing a derivative action, a demand by three unrelated shareholders must
first be made on the Fund's Trustees. The Amended Declaration details various
information, certifications, undertakings and acknowledgements that must be
included in the demand. Following receipt of the demand, the Trustees have
ninety (90) days, which may be extended by an additional sixty (60) days, to
consider the demand. If a majority of the Trustees who are considered
independent for the purposes of considering the demand determine that
maintaining the suit would not be in the best interests of the Fund, the
Trustees are required to reject the demand and the complaining shareholders may
not proceed with the derivative action unless the shareholders are able to
prove to a court that the decision of the Trustees was not a good faith
exercise of their business judgment on behalf of the Fund.
The Amended Declaration further provides that shareholders owning shares
representing at least 10% of the voting power of the affected Fund or class of
shares of the successor Fund must join in bringing the derivative action. If a
demand is rejected, the complaining shareholders will be responsible for the
costs and expenses (including attorneys' fees) incurred by the Fund in
connection with the consideration of the demand, if in the judgment of the
Independent Trustees, the demand was made without reasonable cause or for an
improper purpose. If a derivative action is brought in violation of the
procedures required by the Amended Declaration, the shareholders bringing the
action may be responsible for the Fund's costs, including attorneys' fees. The
Amended Declaration also requires that any direct or derivative shareholder
action against or on behalf of the Fund, its trustees, officers or employees
must be brought in the United States District Court for the District of
Massachusetts, in Boston, Massachusetts, or if such action cannot be brought in
such court, then in Massachusetts Superior Court, in Boston, Massachusetts. In
addition, shareholders have no right to jury trial for such an action.
The Existing Declaration provides that shareholders owning shares
representing at least 10% of the voting power of the affected shares or class
of shares must join in a request for the Trustees to bring a derivative action.
In addition, shareholders are required to provide the Trustees with a
reasonable amount of time to consider the shareholder request and to
investigate the basis for the claim. The Trustees are entitled to retain
counsel or other advisors, and shall require an undertaking by the shareholders
making the request to reimburse the trust for the expenses of such advisors.
The Existing Declaration also sets forth procedures and requirements for
making a demand, but these provisions are not as detailed as those provided in
the Amended Declaration. The provisions of the Amended and Existing
Declarations regarding derivative actions are intended to save the time and
expense of bringing a suit that the Board in its judgment does not believe
would be in the best interests of the Fund and to align more closely the rights
and powers of shareholders and the Board with respect to derivative actions to
those of shareholders and directors, respectively, of a Delaware business
corporation. The effect of these provisions may be to discourage suits brought
in the name of a Trust or Fund by shareholders.
Miscellaneous
The Amended Declaration requires shareholders, upon demand, to disclose to
the Fund information with respect to the direct and indirect ownership of
shares in order to comply with various laws or regulations, and the Funds may
disclose such ownership if required by law or regulation. The Existing
Declaration contains no comparable provision.
The Amended Declaration permits but does not require the Trustees to
maintain insurance for the protection of Fund property. The Existing
Declaration requires the Trustees to maintain such insurance.
Required Vote
To become effective for a Trust, this Proposal must be approved by a 1940
Act Majority Vote of the outstanding interests of that Trust, as such term is
defined above in "Vote Required and Manner of Voting Proxies." Pursuant to
their power under the Existing Trust, the Trustees have determined that because
the Amended Declaration affects the interests of all Funds within each Trust,
all votes of Funds that are series of the same Trust will vote together as a
single class.
Your Board recommends that you vote "FOR" this proposal.
23
PROPOSAL 2B -- TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION
Funds affected: Pioneer International Value Fund and Pioneer Europe Select
Equity Fund
Introduction
Shareholders of Pioneer International Value Fund and Pioneer Europe Select
Equity Fund are being asked to approve the reorganization of each Fund as
newly-created series of a newly-formed Delaware statutory trust. If approved,
the reorganization of a Fund will result in the Fund having a standardized
governing document that will simplify administration and oversight of the Fund
and grant the Board greater discretion to make decisions on behalf of the Fund
without the need and expense of seeking shareholder approval when not required
by law.
Your Board recommends that you vote in favor of the reorganization of your
Fund because the governing document of the newly-formed Delaware statutory
trust into which your Fund will be reorganized will, among other things,
minimize the time and expense of shareholder meetings and permit the Board to
act quickly when it is in the interests of shareholders to do so. In addition,
having a single, consistent form of governing document will enable the Boards
to act more efficiently.
Shareholders of each Fund are being asked to approve the proposed
Agreement and Plan of Reorganization (the "Reorganization"), substantially in
the form appearing in Part II, Section 14, of this Joint Proxy Statement. The
Reorganization contemplates:
(i) transfer of all of the assets of each of Pioneer International Value
Fund and Pioneer Europe Select Equity Fund (each, a "Predecessor
Fund") to a series (each, a "Successor Fund") of a newly-organized
Delaware trust in exchange for shares of the Successor Fund and the
assumption by the Successor Fund of all of the liabilities of the
Predecessor Fund;
(ii) distribution to each shareholder of each class of each Predecessor
Fund of the same number of shares of the corresponding class of the
Successor Fund having an aggregate net asset value equal to the
aggregate net asset value of the shares of that class of the
Predecessor Fund held by the shareholder on the Closing Date; and
(iii) subsequent complete liquidation of each Predecessor Fund.
For a more detailed discussion of the terms of the Plan of Reorganization,
please refer to "Summary of Plan of Reorganization" below. If approved, it is
expected that each reorganization will take effect after the close of business
on or about July 1, 2008, although that date may be adjusted in accordance with
the plan, as described below (the "Closing Date").
The Successor Funds are newly-created series of newly-organized Delaware
statutory trusts with no current assets or operations, that were formed
specifically to acquire the assets of the corresponding Predecessor Funds.
After the Reorganization of your Fund, you will be a shareholder of the
corresponding Successor Fund and will hold the same proportionate interest in
the same portfolio of assets as you held in the Predecessor Fund immediately
prior to the Reorganization.
Each Successor Fund will have the same investment objective and strategies
as its corresponding Predecessor Fund and will have management agreements,
distribution plans, distribution agreements, other service agreements and
policies and procedures substantially identical to those of its corresponding
Predecessor Fund. Elsewhere in this Joint Proxy Statement, shareholders of the
Predecessor Funds are being asked to approve revised fundamental policies
(Proposal 3), a new management agreement (Proposal 4) and operation under the
manager of managers exemptive order (Proposal 5). If a Predecessor Fund's
shareholders approve all of these proposals, then the revised fundamental
policies, new management agreement and manager of managers exemptive order will
apply to the corresponding Successor Fund. If shareholders approve fewer than
all of these proposals, whichever proposals they approve will apply to the
Successor Fund. The Reorganization will not change management fees or
distribution fees payable by Predecessor Fund shareholders.
Reasons for the Reorganization
Today, the Fund Complex includes over 60 mutual funds that are organized
in 32 trusts, all of which, other than Pioneer International Value Fund and
Pioneer Europe Select Equity Fund, are Delaware statutory trusts (or series of
such Trusts). Each of Pioneer International Value Fund and Pioneer Europe
Select Equity Fund is a Massachusetts business trust. Each such Fund is
separately registered as an investment company with the SEC. Assuming
shareholder approval of this Proposal 2B, Pioneer International Value Fund and
Pioneer Europe Select Equity Fund will become separate series of Delaware
statutory trusts, and the Delaware trusts will have Declarations of Trust
containing terms substantially similar to the Declaration of Trust that would
24
be adopted for the other Trusts if Proposal 2A is approved, a form of which may
be found in Part II, Section 13. The reorganization of these Funds into
Delaware statutory trusts will further the effort to streamline the
administration of the Funds and standardize the terms of the Declarations of
Trust of all of the Trusts while eliminating costs that are being incurred to
operate different business entities in different legal jurisdictions.
Effects of the Reorganization
Immediately after the Reorganization, shareholders of each Predecessor
Fund will own shares of the same class of the corresponding Successor Fund that
are equal in number and in value to the shares of the Predecessor Fund that
were held by those shareholders immediately prior to the closing of the
Reorganization. The full value of your shares of a Predecessor Fund will be
exchanged for shares of the same class of the corresponding Successor Fund
without any sales load, commission or other transactional fee being imposed.
For example, if you currently own 1000 Class A shares of a Predecessor Fund,
immediately after the closing of the Reorganization, you would own 1000 Class A
shares of the corresponding Successor Fund having the same net asset value as
your original 1000 shares of the Predecessor Fund.
As a result of the Reorganization, shareholders of each Predecessor Fund
will become shareholders of the corresponding Successor Fund and each Successor
Fund will be a series of a Delaware statutory trust. For a comparison of
certain attributes of Delaware statutory trusts and Massachusetts business
trusts, please see "Comparison of Delaware and Massachusetts Law and of the
Declarations of Trust of the Predecessor Funds and the Successor Funds," below.
For each Predecessor Fund, after the shareholders receive shares of the
Successor Fund, shares of the Predecessor Fund will be cancelled and the
Predecessor Fund will be terminated.
Board Considerations
At meetings held on January 8, 2008, the Board of each Predecessor Fund
and each Successor Fund approved the Reorganization, including the Plan of
Reorganization. To assist the Boards in their consideration of the
Reorganization, the Boards received in advance of their meetings materials and
information about the restructuring proposal.
At each Board's meeting, representatives of Pioneer made presentations to
and responded to questions from the Board. After the presentations and after
reviewing the written materials provided, the Independent Trustees met in
executive session with their independent legal counsel to consider each
Reorganization.
In their deliberations, the Trustees did not identify any particular
information that was all-important or controlling, and each Trustee attributed
different weights to the various factors. The Trustees evaluated all
information available and their determinations were made separately in respect
of each Predecessor Fund. The Trustees concluded that the interests of
shareholders of each Predecessor Fund will not be diluted as a result of the
Reorganization and that participation in the Reorganization is in the best
interests of each Predecessor Fund and its shareholders.
Federal Income Tax Consequences
The Reorganization is intended to qualify as a "reorganization" within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"). As a condition to the closing of the
Reorganization, the parties must receive an opinion from counsel that the
Reorganization so qualifies and that, for U.S. federal income tax purposes,
generally:
(a) neither a Predecessor Fund nor its corresponding Successor Fund will
recognize any gain or loss as a result of the Reorganization;
(b) the corresponding Successor Fund's tax basis in the Predecessor Fund's
assets received pursuant to the Reorganization will equal the tax
basis of such assets in the hands of the Predecessor Fund immediately
prior to the Reorganization, and the Successor Fund's holding period
of such assets will include the period during which the Predecessor
Fund held such assets;
(c) a Predecessor Fund shareholder will not recognize any gain or loss as
a result of the receipt of corresponding Successor Fund shares in
exchange for such shareholder's Predecessor Fund shares pursuant to
the Reorganization;
(d) a Predecessor Fund shareholder's aggregate tax basis in the
corresponding Successor Fund shares received pursuant to the
Reorganization will equal such shareholder's aggregate tax basis in
Predecessor Fund shares held immediately before the Reorganization;
and
25
(e) a Predecessor Fund shareholder's holding period for the corresponding
Successor Fund shares received pursuant to the Reorganization will
include the period during which the shareholder held Predecessor Fund
shares, provided the shareholder holds the Predecessor Fund shares as
capital assets on the date of exchange.
The tax opinion described above will be based on then-existing law, will
be subject to certain assumptions and qualifications and will be based in part
on the truth and accuracy of certain representations by the Predecessor Funds
and the Successor Funds.
Summary of the Plan of Reorganization
Summarized below are important terms of the Plan of Reorganization. This
summary is qualified in its entirety by reference to the Plan of Reorganization
itself, a form of which is set forth in Part II, Section 14, of this Joint
Proxy Statement.
The Plan of Reorganization provides that each Successor Fund will acquire
all of the assets, subject to all of the liabilities, of the corresponding
Predecessor Fund in exchange for shares of the Successor Fund. Subject to the
satisfaction of the conditions described below, each Reorganization is
scheduled to occur on the Closing Date or such later date as may be agreed upon
by the parties. The number of full and fractional shares of the Successor Fund
a shareholder will receive in the Reorganization will be equal to the number of
full and fractional shares of the corresponding Predecessor Fund the
shareholder owns on the Closing Date and will be of the same class.
As part of the closing of the Reorganization, each Predecessor Fund will
liquidate and distribute to its shareholders of record with respect to each
class of shares of the Predecessor Fund, on a pro rata basis within that class,
the shares of the Successor Fund of the corresponding class received in the
Reorganization. This distribution will be accomplished by the transfer of the
shares of the Successor Fund then credited to the account of the Predecessor
Fund on the books of the Successor Fund to open accounts on the share records
of the Successor Fund in the names of the Predecessor Fund shareholders. All
issued and outstanding shares of the Predecessor Fund simultaneously will be
cancelled on the books of the Predecessor Fund. The aggregate net asset value
of each class of shares of the Successor Fund to be so credited to each
corresponding class of shareholders of the Predecessor Fund shall be equal to
the aggregate net asset value of the shares of the Predecessor Fund of the
corresponding class owned by shareholders of the Predecessor Fund on the
Closing Date. The Successor Fund will not issue certificates representing
Successor Fund shares issued in connection with the exchange.
After such distribution, the Predecessor Fund will take all necessary
steps under applicable state law, its governing instruments, and any other
applicable law to effect a complete termination and dissolution. The Board of
the Predecessor Fund has determined that the interests of shareholders of the
Predecessor Fund will not be diluted as a result of the Reorganization and that
participation in the Reorganization is in the best interests of the Predecessor
Fund and its shareholders.
The Plan of Reorganization may be terminated and the Reorganization of
either Predecessor Fund abandoned at any time prior to the consummation of the
Reorganization, before or after approval by the shareholders of such
Predecessor Fund, if circumstances should develop that, in the Board's opinion,
make proceeding with the Reorganization inadvisable. The Plan of Reorganization
provides that either Predecessor Fund or either Successor Fund may waive
compliance with any of the covenants or conditions made therein for the benefit
of such Predecessor Fund or Successor Fund as applicable, other than the
requirements that: (1) the Plan of Reorganization be approved by shareholders
of the Predecessor Fund and (2) the Predecessor Fund and the Successor Fund
receive an opinion of counsel that the transactions contemplated by the Plan of
Reorganization will constitute a tax-free reorganization for federal income tax
purposes.
Summary Comparison of Delaware and Massachusetts Law
Although federal law, and particularly the 1940 Act, regulates many of the
aspects of the governance of a mutual fund, each mutual fund also is organized
as an entity under state law. The Predecessor Funds are Massachusetts business
trusts governed by their respective Declarations of Trust and by-laws. If the
Reorganization of a Predecessor Fund is approved, the corresponding Successor
Fund will be a series of a Delaware statutory trust, governed by its
Declaration of Trust and by-laws, by applicable Delaware law and by federal
law.
The federal laws governing mutual funds apply to both the Predecessor and
Successor Funds. However, there are differences between Delaware state law and
Massachusetts state law, and shareholders should consider these differences
when considering this Proposal.
A fund organized as a Massachusetts business trust is governed by its
declaration of trust or similar instrument. Massachusetts law allows the
trustees of a business trust to set the terms of a fund's governance in its
declaration. All power
26
and authority to manage the fund and its affairs generally reside with the
trustees, and shareholder voting and other rights are limited to those provided
to the shareholders in the declaration. Because Massachusetts law governing
business trusts provides so much flexibility compared to typical state
corporate statutes, the Massachusetts business trust has become a common form
of organization for mutual funds. However, some consider it less desirable than
other entities because it relies on the terms of the applicable declaration and
judicial interpretations rather than statutory provisions for substantive
issues, such as the personal liability of shareholders and trustees, and does
not provide the level of certitude that statutory trust laws like those of
Delaware provide.
A fund organized as a Delaware statutory trust, on the other hand, is
governed both by the Delaware Statutory Trust Act (the "Delaware Act") and the
fund's governing instrument. For a Delaware statutory trust, unlike a
Massachusetts business trust, the law prescribes many aspects of corporate
governance.
Shareholders of a Delaware statutory trust generally are shielded from
personal liability for the trust's debts or obligations. Shareholders of a
Massachusetts business trust, on the other hand, are not shielded by the form
of organization from the trust's liabilities. Instead, a fund's declaration of
trust typically provides that a shareholder will not be liable, and further
provides for indemnification to the extent that a shareholder is found
personally liable, for the fund's acts or obligations. Each Predecessor Fund's
declaration contains such provisions.
Similarly, the trustees of a Massachusetts business trust are not shielded
from personal liability for the obligations of the trust by the form of
organization. The trustees of a Delaware statutory trust, on the other hand,
generally are shielded from personal liability for the trust's acts or
obligations under the Delaware Act. Courts in Massachusetts, however, have
recognized limitations of a trustee's liability in contract actions for the
obligations of a trust contained in the trust's declaration.
The Delaware Act addresses the right of a shareholder to bring a
derivative action against the trust if the trustees refuse to do so. Under the
Delaware Act, a shareholder's derivative action may be subject to such
additional standards and restrictions as are set forth in the declaration of
trust. Massachusetts courts generally have required shareholders of business
trusts to follow the provisions of the Massachusetts Business Corporation Act
with respect to derivative lawsuits.
Summary Comparison of the Declarations of Trust of the Predecessor Funds and
the Successor Funds
The terms of the Declarations of Trust of the Successor Funds are
substantially similar to those of the Amended Declaration summarized in
Proposal 2A of this Joint Proxy Statement, a form of which may be found in Part
II, Section 13. Set forth below is a brief comparison of certain provisions of
the Declarations of Trust of the Predecessor Funds and the Declaration of Trust
of the Successor Funds.
Under the Declaration of Trust of the Successor Funds, the Board of each
Successor Fund will have more flexibility and, subject to applicable
requirements of the 1940 Act and Delaware law, broader authority to act, as
further described below. The increased flexibility may allow the Trustees to
act more quickly to changes in competitive and regulatory conditions and, as a
consequence, allow the Successor Fund to operate in a more efficient and
economical manner (but will reduce the circumstances in which shareholder
approval will be required). Delaware law also promotes ease of administration
by permitting the Trustees to take certain actions, for example, establishing
new investment series of the Successor Entity, without filing additional
documentation with the state, which would otherwise require additional time and
costs. The Trustees of the Successor Funds will have fiduciary obligations to
act with due care and in the interest of the Successor Funds and the
shareholders of the Successor Funds similar to their current fiduciary
obligations.
Shareholder Voting
The 1940 Act requires a vote of shareholders on matters that Congress has
determined may have a material effect on shareholders and their investments.
For example, shareholder consent is required to approve new investment advisory
agreements in most cases, increases in advisory fees or 12b-1 fees, changes to
fundamental investment policies, election of trustees in certain circumstances,
and the merger or reorganization of a fund in certain circumstances,
particularly where the merger or consolidation involves an affiliated party.
The Declaration of Trust of the Successor Funds provides for shareholder
voting as required by the 1940 Act or other applicable laws but otherwise
permits, consistent with Delaware law, actions by the Board without seeking the
consent of shareholders. This permits the Board to act quickly in response to
competitive or regulatory conditions without the cost and delay of a meeting of
the shareholders when the Board believes that the action is in the best
interests of shareholders. As discussed below, the Declaration of Trust of the
Successor Funds gives the Board broad authority to merge or consolidate the
trust into another trust or entity, to sell all or substantially all of the
assets of the trust or any fund or class to another
27
entity, and to terminate the trust or any fund or class. Under the Declaration
of Trust of the Predecessor Funds, shareholder approval generally is required
to merge or terminate the trust or to sell all or substantially all of its
assets.
The Declaration of Trust of the Successor Funds gives the Boards the
flexibility to specify either per share voting or dollar-weighted voting when
submitting matters for shareholder approval. Under per share voting, each share
of a Fund is entitled to one vote. Under dollar-weighted voting, a
shareholder's voting power is determined not by the number of shares owned, but
by the dollar value of those shares as of the Record Date. This method of
allocating voting power grants to each shareholder a vote commensurate with the
economic interest the shareholder has in the Trust where there is more than one
Fund in a Trust. Because Funds that are series of a Trust can have different
share prices, under per share voting the shareholders of a Fund with
lower-priced shares may have more voting power than shareholders of a Fund with
higher-priced shares, even though their economic interest in the Trust in which
both Funds are contained is the same. The Declaration of Trust of the
Predecessor Funds provides for per share voting.
The Declaration of Trust of the Successor Funds also provides that
shareholders of all Funds and classes of the same Trust vote together, except
where required by the 1940 Act to vote separately or when the Trustees have
determined that a matter affects only one or more Funds or classes of shares.
Under the Declaration of Trust of the Predecessor Funds, all shares must be
voted by individual series except when aggregate voting is permitted by the
1940 Act or the Trustees have determined that the matter affects only the
interests of one or more series or class, in which case only the shareholders
of the affected series or classes shall vote.
Power to Amend the Declaration of Trust
Subject to the limitations imposed by the 1940 Act, the Declaration of
Trust of the Successor Funds authorizes the Trustees to amend the declaration
without shareholder approval. By allowing amendments without the need of
obtaining shareholder approval, the Declaration of Trust of the Successor Funds
gives the Trustees the authority to react quickly to future contingencies. The
Trustees still would be required to submit amendments to a vote of the
shareholders if required by applicable law, and the Trustees could determine at
any time to submit an amendment for a vote of the shareholders even though not
required by law or by the declaration.
The Declaration of Trust of the Predecessor Funds generally requires the
Trustees to seek shareholder approval for any amendment except those that: (i)
are required to conform to applicable laws and regulations; (ii) are requested
by any federal agency or state securities regulator; or (iii) involve a name
change or other changes that do not adversely affect shareholder rights. In
addition, the Declaration of Trust of the Predecessor Fund of Pioneer
International Value Fund permits the Trustees to amend the declaration to add
to their duties, surrender their rights or powers, cure any ambiguity or
eliminate or modify any provision that incorporates an existing requirement
imposed by law or regulation if such law or regulation is changed in its
wording or its interpretation.
Power to Merge, Consolidate or Terminate a Fund
The Declaration of each of the Successor Funds gives the Board broad
authority to merge or consolidate a Fund into one or more statutory trusts or
other business entities or series or classes thereof without shareholder
approval where approval of shareholders is not otherwise required by law. The
1940 Act currently requires fund combinations to be approved by shareholders
when, for example, the merging or reorganizing fund does not have the same
investment adviser and/or sub-adviser, or pays lower advisory or distribution
fees, or has different fundamental policies. The Declaration of Trust for the
Successor Funds also gives the Board the power, without shareholder approval,
to sell all or substantially all of a Fund's assets to another fund or entity,
again where shareholder is not required by the 1940 Act. In the future, the
Board of the Successor Funds would approve such a merger, consolidation, or
termination only if it determines that it is in the best interests of
shareholders. In considering any such reorganization or termination, the Board
of the Successor Funds would consider, among other factors, the tax effects for
shareholders. The Declaration of Trust of each of the Predecessor Funds
requires shareholder approval of any merger, consolidation or sale of all or
substantially all of the Fund's assets.
The Declaration of Trust of each of the Successor Funds permits the Board
to terminate the Trust or a Fund with notice to, but without the approval of,
shareholders. In the event of a termination, the Board of the Successor Funds
will provide notice to the shareholders that it determines to be appropriate
under the circumstances. Such notice typically will be provided in written form
60 days in advance of the termination. The Declaration of Trust of each of the
Predecessor Funds permits the Board to terminate the Trust or a Fund without
shareholder approval if a majority of the Trustees determines that the
continuation of the Trust or Fund is not in the best interests of the Trust,
such Fund, or their respective Shareholders as a result of factors
28
or events adversely affecting the ability of the Trust or such Fund to conduct
its business and operations in an economically viable manner.
Trustees
The Declaration of Trust for the Successor Funds provides that the Board
may establish the number of Trustees without limitation. The Declaration of
Trust for the Predecessor Funds gives the Trustees the discretion to select
their number but requires there to be no less than three (3) and no more than
nine (9) Trustees in the case of the Pioneer Europe Select Equity Fund and no
less than two (2) and no more than fifteen (15) Trustees in the case of the
Pioneer International Value Fund.
The Declaration of Trust of the Successor Funds provides that any Trustee
may be removed at any time for any reason by a majority of the Board or by a
two-thirds (2/3) majority of the outstanding shares of the Trust. The
Declaration of Trust for the Predecessor Funds provides that a Trustee may be
removed by two-thirds of the remaining Trustees or by two-thirds of the
outstanding shares of the Trust, provided that, in the case of the Pioneer
Europe Select Equity Fund, there are at least three (3) Trustees remaining
after such action, or, in the case of the Pioneer International Value Fund,
there are at least two (2) Trustees remaining after such action.
The Declaration of Trust of the Successor Funds permits the Board to
establish, by a two-thirds (2/3) majority, a written policy providing for a
mandatory retirement age or term limit for all Trustees, which shall have the
effect of automatically removing any Trustee upon reaching the stated
retirement age or term limit. The Declaration of Trust for the Predecessor
Funds does not contain a similar provision.
The Declaration of Trust of the Successor Funds provides that, in the
event no Trustee is left on the Board, vacancies may be filled by duly elected
officers of the Trust or by any other manner permitted under the 1940 Act. The
Declaration of Trust for the Predecessor Funds does not contain a similar
provision for such circumstance.
Indemnification and Liability of Trustees, Officers, Employees and
Shareholders
The Declaration of Trust for the Successor Funds provides that
shareholders are not personally liable for the obligations of a Fund and
requires the Fund to indemnify shareholders against any liability arising
solely from the shareholder's ownership of shares in the Fund. The Declaration
of Trust for the Successor Funds also provides that the Fund will assume the
defense of any claim against a shareholder for personal liability at the
request of the shareholder. Shareholder indemnification is not permitted under
the Declaration of Trust for the Successor Funds for taxes paid by reason of a
shareholder's ownership of shares or for losses caused because of a loss of
value of Fund assets. The Declaration of Trust for the Predecessor Funds
indemnifies shareholders for any liability arising by reason of the shareholder
being or having been a shareholder but does not contain an explicit limitation
on indemnification for taxes paid because of share ownership or because of a
loss in value of Fund assets.
The Declaration of Trust for the Successor Funds extends to Trustees,
officers and employees of the Fund the fullest protection from liability that
the law allows and, in addition, requires the Fund to indemnify them to the
extent permitted by law against liability and against all expenses reasonably
incurred in connection with any claim, action, suit or proceeding in which the
Trustee, officer or employee becomes involved as a party or otherwise by virtue
of being or having been such a Trustee, director, officer, employee, or agent
and against amounts paid or incurred in settlement thereof. The 1940 Act
currently provides that no officer or director shall be protected from
liability to the Fund or shareholders for misfeasance, bad faith, gross
negligence, or reckless disregard of the duties of office. The Declaration of
Trust for the Predecessor Funds contains a similar indemnification provision
but excludes indemnification for anyone who shall have been adjudicated not to
have acted in good faith in the reasonable belief that such action was in the
best interest of the Trust. The Declaration of Trust for the Predecessor Funds
prohibits indemnification for settlements unless there has been a determination
that the Trustee did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of duties by a court, a majority of the
Trustees who are not interested persons or parties, written opinion of
independent legal counsel, or vote of a majority of the outstanding shares
entitled to vote.
The Declaration of Trust for the Successor Funds provides that Trustees
may rely on the advice of counsel or other experts regarding the meaning and
operation of the Declaration of Trust for the Successor Funds and, except as
otherwise provided by law, shall be under no liability for any act or omission
in accordance with such advice or merely failing to follow such advice. The
Declaration of Trust for the Successor Funds also permits Trustees to rely in
good faith on the books of account of the Fund and upon any written reports
made to the Trustees by any officer appointed by them, any independent
registered accounting firm, and any other party with which the Trust contracts.
The Declaration of Trust for the Predecessor Funds provides
29
that Trustees may rely in good faith on the advice of counsel and on reports
prepared by Fund employees, the investment adviser, distributor, transfer
agent, dealers, accountants or other experts and consultants, provided that the
selection of such person was made with reasonable care by the Board.
Shareholder/Derivative Actions
The Declaration of Trust for the Successor Funds sets forth a detailed
process for the bringing of derivative actions by shareholders in order to
permit legitimate inquiries and claims while avoiding the time, expense,
distraction and other harm that can be caused to a Fund or its shareholders as
a result of spurious shareholder demands and derivative actions. Under the
Declaration of Trust for the Successor Funds, prior to bringing a derivative
action, a demand by three unrelated shareholders must first be made on the
Fund's Trustees. The Declaration of Trust for the Successor Funds details
various information, certifications, undertakings and acknowledgements that
must be included in the demand. If a majority of the Trustees who are
considered independent for the purposes of considering the demand determine
that maintaining the suit would not be in the best interests of the Fund, the
Trustees are required to reject the demand and the complaining shareholders may
not proceed with the derivative action unless the shareholders are able to
prove to a court that the decision of the Trustees was not a good faith
exercise of their business judgment on behalf of the Fund.
The Declaration of Trust for the Successor Funds further provides that
shareholders owning shares representing at least 10% of the voting power of the
affected Fund or class of shares of the Successor Fund must join in bringing
the derivative action. If a demand is rejected, the complaining shareholders
will be responsible for the costs and expenses (including attorneys' fees)
incurred by the Fund in connection with the consideration of the demand, if in
the judgment of the independent Trustees, the demand was made without
reasonable cause or for an improper purpose. If a derivative action is brought
in violation of the procedures required by the Declaration of Trust for the
Successor Funds, the shareholders bringing the action may be responsible for
the Fund's costs, including attorneys' fees. The Declaration of Trust for the
Successor Funds also requires that any direct or derivative shareholder action
against or on behalf of the Fund, its trustees, officers or employees must be
brought in the United States District Court for the District of Massachusetts,
in Boston, Massachusetts, or if such action cannot be brought in such court,
then in Massachusetts Superior Court, in Boston, Massachusetts. In addition,
shareholders have no right to jury trial for such an action.
The Declaration of Trust for the Predecessor Funds is silent about
derivative actions except that it provides that the Trustees shall have the
power to dismiss any action, suit or claim, derivative or otherwise, that is
brought in the name of the Trust. The Declaration of Trust for the Predecessor
Funds also provides that shareholders shall have the same rights as a
Massachusetts business corporation to vote on whether a lawsuit or claim should
be brought derivatively or as a class action on behalf of the Fund or the
shareholders thereof.
Required Vote
To be approved for a Predecessor Fund, this Proposal must be approved by a
"1940 Act Majority Vote" of the outstanding voting securities of that
Predecessor Fund, with all classes of the Predecessor Fund voting together and
not by class, as such term is defined above in "Vote Required and Manner of
Voting Proxies." Approval of the Reorganization of either Predecessor Fund is
not contingent on approval of the Reorganization of the other Predecessor Fund.
Your Board recommends that you vote "FOR" this proposal.
30
PROPOSAL 3 -- TO REVISE FUNDAMENTAL INVESTMENT POLICIES
Funds affected: All Funds except Pioneer Global Diversified Equity Fund and
Pioneer Global Aggregate Bond Fund
Introduction
The Funds, like all mutual funds, are required by law to have policies
governing certain investment practices that may be changed only with
shareholder approval. These policies are referred to as "fundamental."
Currently, some of the Funds have fundamental policies that either are not
required by law or are more restrictive than the law requires. Further, the
policies on any given investment practice vary, sometimes considerably, from
Fund to Fund.
Each Fund's Board has reviewed the Fund's current fundamental policies and
has concluded that certain policies should be revised and certain other
policies should be eliminated. At the Meeting, you will be asked to approve
revised fundamental policies and eliminate other fundamental policies for your
Fund(s). For certain Funds, shareholders will be asked to approve one or more
additional fundamental policies. Similarly, as discussed below, shareholders of
Funds with investment objectives that cannot be changed without shareholder
approval are being asked to approve the reclassification of those investment
objectives as non-fundamental. (Of course, the Funds will continue to be
subject to a number of non-fundamental investment policies that are not
uniform, as contained in their respective prospectuses and/or statements of
additional information.)
Your Board recommends that you vote in favor of the proposals set forth
below with respect to your Fund's fundamental policies because having unduly
restrictive fundamental policies may prevent the Board from reacting quickly to
events when it is in the interests of shareholders to do so and may require the
Board to submit changes in such policies for shareholder approval. Your Board
also believes that it is in the best interests of the Funds and the
shareholders to minimize the time and expense of shareholder meetings when not
required by law. In addition, the revised fundamental policies provide
consistency and uniformity across the Funds to the extent possible. The revised
fundamental policies are expected to facilitate the management of the Funds'
portfolios and simplify the process of monitoring compliance with the Funds'
fundamental policies.
Current and proposed fundamental policies
The fundamental policies that will apply to each Fund, if approved, appear
at the beginning of the discussion relating to that policy. Following each
proposed policy, there is a chart that includes a description of each Fund's
current fundamental policy, if any. For convenience, Funds are grouped together
in those charts based on similarities in their current fundamental policies.
You should look for the charts containing the existing fundamental policies for
your Fund or Funds, as the case may be, and compare those policies to the
proposed policies.
Please note that the current policies presented below may not include the
exact wording of the Funds' fundamental policies. For example, references to a
particular Fund or to a "Portfolio" have been disregarded in favor of the
consistent use of the term "Fund", grammatical differences, such as the use of
singular versus plural and other immaterial variations in wording, are not
reflected, and paragraph numbers in some fundamental policies that refer to
other fundamental policies have been replaced with descriptions of the
referenced policies.
Purpose of revising the Funds' fundamental policies
The revised fundamental policies also are intended to provide the Funds
with flexibility to respond to changing markets, new investment opportunities
and future changes in applicable law. Accordingly, the policies are written and
will be interpreted broadly. For example, many of the revised policies allow
the investment practice in question to be conducted to the extent permitted by
the 1940 Act. It is possible that as the financial markets continue to evolve
over time, the 1940 Act and the related rules may be further amended to address
changed circumstances and new investment opportunities. It also is possible
that the 1940 Act and the related rules could change for other reasons. For
flexibility, the revised policies will be interpreted to refer to the 1940 Act
and the related rules as they are in effect from time to time. This will allow
the Funds to take advantage of future changes in applicable law without seeking
additional costly and time-consuming shareholder approvals. To the extent the
Funds engage in new investment practices, the Funds may be subject to
additional risks. As noted below, before a material change is made in a Fund's
investment practices in response to the revised policies, the Fund's Board will
approve such change and, if it is necessary or advisable, the Fund's prospectus
or statement of additional information will be revised to disclose the change
and, as applicable, any additional risks.
The revised fundamental policies also refer to interpretations or
modifications of, or relating to, the 1940 Act from the SEC or members of its
staff, as well as interpretations or modifications of other authorities having
jurisdiction over the Funds. These authorities could include courts. From time
to time, the SEC and members of its staff, and others, issue formal or informal
31
views on various provisions of the 1940 Act and the related rules, including
through no-action letters and exemptive orders. The revised policies will be
interpreted to refer to these interpretations or modifications as they are
given from time to time. Again, this will allow the Funds the flexibility to
take advantage of future changes in the thinking of regulators and others
without the expense and delay of seeking further shareholder approvals.
Lastly, when a revised policy provides that an investment practice may be
conducted as permitted by the 1940 Act, the policy will be interpreted to mean
either that the 1940 Act expressly permits the practice or that the 1940 Act
does not prohibit the practice.
Each Fund has an investment objective or objectives as well as fundamental
policies. The revised fundamental policies do not affect the Funds' investment
objectives, which remain unchanged (although the shareholders of certain Funds
are being asked to reclassify their Funds' investment objective as
non-fundamental; see Proposal 3-I).
The revised fundamental policies give many of the Funds an increased
ability to engage in certain investment practices, as described in more detail
below (although for some Funds only technical or minor wording changes are
being made for certain policies). If a particular Fund takes advantage of that
increased ability (to borrow money, for example), there could be a material
increase in the level of investment risk associated with an investment in that
Fund. Certain of the increased risks to the Funds are described below. The
actual investment practices of the Funds currently are not expected to change
as a result of the revised policies. It is expected that each Fund will
continue to be managed in accordance with its prospectus and statement of
additional information (other than the fundamental policies being changed), as
well as any policies or guidelines that may have been established by the Fund's
Board or investment adviser. A Fund's investment practices, however, could
change in the future and for various reasons. Before a material change is made
in a Fund's investment practices in response to the revised policies, the
Fund's Board will approve such change and, if it is necessary or advisable, the
Fund's prospectus or statement of additional information will be revised to
disclose the change.
Required Vote
The Funds affected by the proposed changes are indicated at the beginning
of each section below. Each section sets out the fundamental policy that will
apply to each Fund if shareholders of that Fund approve the policy in that
section as well as the Fund's current fundamental policy. The descriptions in
each section of the Funds' existing fundamental policies are general, and are
qualified by reference to the text of the existing policies.
Shareholders of each Fund will vote separately from shareholders of other
Funds with respect to their Fund's fundamental policies. In addition,
shareholders will be asked to vote on each revised policy for their Fund
separately on the enclosed proxy card. No proposal to revise or eliminate any
fundamental policy is contingent upon the approval of any other such proposal.
As a result, it may be the case that certain of a Fund's fundamental policies
will be changed or eliminated, and others will not. If any proposal is not
approved for a Fund, the Fund's existing fundamental policy on that investment
practice will remain in effect.
To be approved for a Fund, each proposal must receive a "1940 Act Majority
Vote" of the outstanding voting securities of that Fund, as such term is
defined above in "Vote Required and Manner of Voting Proxies."
Proposal 3-A: Revise fundamental policy relating to borrowing money.
Fund affected: All Funds.
Proposed fundamental policy. If shareholders of a Fund approve this
proposal, the Fund's current fundamental policy on the borrowing of money will
be revised to read as follows:
The Fund may not borrow money except as permitted by (i) the 1940 Act, or
interpretations or modifications by the SEC, the SEC's staff or other
authority of competent jurisdiction, or (ii) exemptive or other relief or
permission from the SEC, SEC staff or other authority of competent
jurisdiction.
32
Current fundamental policies. The Funds' current fundamental policies on
the borrowing of money are as follows:
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund The Fund may not borrow money, except the Fund may: (a) borrow
Pioneer Floating Rate Fund from banks or through reverse repurchase agreements [or mortgage
Pioneer Fundamental Growth Fund dollar rolls that are accounted for as financings] in an amount up to
Pioneer Global High Yield Fund 33 1/3% of the Fund's total assets (including the amount borrowed); (b)
Pioneer High Yield Fund to the extent permitted by applicable law, borrow up to an additional
Pioneer Protected Principal Plus Fund 5% of the Fund's assets for temporary purposes; (c) obtain such
Pioneer Protected Principal Plus Fund II short-term credits as are necessary for the clearance of portfolio
Pioneer Research Fund transactions; (d) purchase securities on margin to the extent permitted
Pioneer Strategic Income Fund by applicable law; and (e) engage in transactions in mortgage dollar
rolls that are accounted for as financings.
Bracketed language applies only to Pioneer Floating Rate Fund.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund The Fund may not borrow money, except (i) on a temporary basis and
Pioneer AMT-Free CA Municipal Fund (ii) to the extent permitted by applicable law, as amended and
Pioneer AMT-Free Municipal Fund interpreted or modified from time to time by any regulatory authority
Pioneer Classic Balanced Fund having jurisdiction. [In the opinion of the SEC, the Fund's limitation on
Pioneer Cullen Value Fund borrowing includes any pledge, mortgage or hypothecation of assets.]
Pioneer Equity Opportunity Fund
Pioneer Fund Bracketed language applies only to Pioneer Fund.
Pioneer Global Select Equity Fund
Pioneer Government Income Fund
Pioneer Growth Leaders Fund
Pioneer Growth Opportunities Fund
Pioneer High Income Municipal Fund
Pioneer Ibbotson Aggressive Allocation Fund
Pioneer Ibbotson Conservative Allocation Fund
Pioneer Ibbotson Growth Allocation Fund
Pioneer Ibbotson Moderate Allocation Fund
Pioneer Institutional Money Market Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge All Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Real Estate Shares
Pioneer Select Growth Fund
Pioneer Select Research Growth Fund
Pioneer Select Research Value Fund
Pioneer Select Value Fund
Pioneer Short Term Income Fund
Pioneer Small and Mid Cap Growth Fund
Pioneer Tax Free Money Market Fund
Pioneer Treasury Reserves Fund
Pioneer Value Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
33
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund The Fund may not borrow money, except from banks as a temporary
measure to facilitate the meeting of redemption requests or for
extraordinary or emergency purposes and except pursuant to reverse
repurchase agreements or dollar rolls, in all cases in amounts not
exceeding 33 1/3% of the Fund's total assets (including the amount
borrowed) taken at market value.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund The Fund may not borrow money, except from banks as a temporary
Pioneer International Value Fund measure for extraordinary emergency purposes and except pursuant to
reverse repurchase agreements and then only in amounts not to
exceed 33 1/3% of the Fund's total assets (including the amount
borrowed) taken at market value. The Fund will not use leverage to
attempt to increase income. The Fund will not purchase securities
while outstanding borrowings [(including reverse repurchase
agreements)] exceed 5% of the Fund's total assets.
Bracketed language applies only to Pioneer Emerging Markets Fund.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Independence Fund The Fund may not borrow money, except from banks as a temporary
Pioneer International Equity Fund measure [to facilitate the meeting of redemption requests or](1) for
Pioneer Small Cap Value Fund extraordinary [or](2) emergency purposes and except pursuant to
reverse repurchase agreements and dollar rolls and then only in
amounts not to exceed 33 1/3% of the Fund's total assets (including the
amount borrowed) taken at market value. The Fund will not use
leverage to attempt to increase income. [The Fund will not purchase
securities while outstanding borrowings exceed 10% of the Fund's
total assets.](3)
Bracketed language applies as follows:
(1) Pioneer International Equity Fund and Pioneer Small Cap Value Fund.
(2) Pioneer Small Cap Value Fund.
(3) Pioneer International Equity Fund.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund The Fund may not borrow money, except from banks to meet
redemptions in amounts not exceeding 331/3% (taken at the lower of
cost or current value) of its total assets (including the amount
borrowed).
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund The Fund may not borrow money, except from a bank for temporary
or emergency purposes and not for investment purposes, and then
only in an amount not exceeding 5% of the value of the Fund's total
assets at the time of borrowing.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund The Fund may not borrow money, except from banks for extraordinary
purposes or to meet redemptions in amounts not exceeding 331/3% of
its total assets (including the amount borrowed). The Fund does not
intend to borrow money during the coming year.
- ---------------------------------------------------------------------------------------------------------------------------
34
Discussion. All mutual funds are required to have a fundamental policy
governing the borrowing of money. The 1940 Act permits a fund to borrow money
in amounts of up to one-third of the fund's total assets from banks for any
purpose, and to borrow up to 5% of the fund's total assets from banks or other
lenders for temporary purposes. To limit the risks attendant to borrowing, the
1940 Act requires the fund to maintain at all times an "asset coverage" of at
least 300% of the amount of its borrowings. Asset coverage means the ratio of
the value of the fund's total assets, minus liabilities other than borrowings,
to the aggregate amount of all borrowings. Certain trading practices and
investments, such as reverse repurchase agreements, dollar rolls and certain
derivatives, may be considered to be borrowing and thus subject to the 1940 Act
restrictions. On the other hand, certain practices and investments may involve
leverage but are not considered to be borrowing.
Currently, the borrowing policies of certain Funds limit borrowings to 5%
of total assets, while the policies of other Funds limit borrowings to higher
percentages of up to one-third of total assets. In addition, certain Funds may
borrow only from banks and/or only for limited purposes such as the funding of
shareholder redemption requests. Certain Funds' policies also limit the ability
to purchase securities when borrowings are outstanding and/or limit the ability
to pledge assets. The Funds' current borrowing policies are disclosed in their
prospectuses and/or statements of additional information. The revised policy
will permit the Funds to borrow money, and to engage in trading practices that
may be considered to be borrowing, to the fullest extent permitted by the 1940
Act and related interpretations, as in effect from time to time. The revised
policy also will eliminate restrictions that borrowings be made only from
banks, limit the purchase of securities when loans are outstanding.
As noted above, the revised policy will be interpreted to permit a Fund to
engage in trading practices and investments that may be considered to be
borrowing, such as reverse repurchase agreements, dollar rolls, options,
futures, options on futures and forward contracts. In addition, short-term
credits necessary for the settlement of securities transactions and
arrangements with respect to securities lending will not be considered to be
borrowings under the revised policy. Practices and investments that may involve
leverage but are not considered to be borrowings are not subject to the revised
policy.
If this proposal is approved, certain Funds will be permitted by this
fundamental policy to borrow in situations and under circumstances in which
they previously could not do so. For example, certain of the Funds are
currently not permitted to use leverage to attempt to increase income.
Borrowing may cause the value of a Fund's shares to be more volatile than if
the Fund did not borrow. This is because borrowing tends to magnify the effect
of any increase or decrease in the value of the Fund's portfolio holdings.
Borrowed money thus creates an opportunity for greater gains, but also greater
losses. There also are costs associated with borrowing money, and these costs
would offset and could eliminate a Fund's net investment income in any given
period. With respect to investments in reverse repurchase agreements, a Fund
bears a risk of loss in the event that the other party to a repurchase
agreement defaults on its obligations and the Fund is delayed or prevented from
exercising its rights to dispose of the underlying securities, including the
risk of a possible decline in the value of the underlying securities during the
period in which the Fund seeks to assert its rights to them, the risk of
incurring expenses associated with asserting those rights and the risk of
losing all or a part of the income from the agreement.
Pioneer has advised each Fund's Board that the proposed revisions to the
fundamental policy on borrowing, if adopted, are not expected to affect
materially the manner in which the Fund's investment program is being conducted
at this time, as reflected in the Fund's current prospectus and statement of
additional information. Before a material change is made in a Fund's investment
practices in response to this revised policy, the Board will approve such
change and, if it is necessary or advisable, the Fund's prospectus or statement
of additional information will be revised to disclose the change, the purpose
of the changed practice and, as applicable, any additional risks.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-B: Revise fundamental policy relating to underwriting.
Funds affected: All Funds.
Proposed fundamental policy. If shareholders of a Fund approve this
proposal, the Fund's current fundamental policy on the underwriting of
securities of other issuers will be revised to read as follows:
The Fund may not engage in the business of underwriting the securities of
other issuers except as permitted by (i) the 1940 Act, or interpretations
or modifications by the SEC, SEC staff or other authority of competent
jurisdiction, or (ii) exemptive or other relief or permission from the SEC,
SEC staff or other authority of competent jurisdiction.
35
Current fundamental policies. The Funds' current fundamental policies on
underwriting are as follows:
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund The Fund may not act as an underwriter, except as it may be
Pioneer Cash Reserves Fund deemed to be an underwriter in a sale of restricted securities [held
Pioneer Equity Income Fund in its portfolio].
Pioneer Europe Select Equity Fund
Pioneer Global High Yield Fund Bracketed language applies to all Funds except Pioneer Cash Reserves
Pioneer High Yield Fund Fund, Pioneer Equity Income Fund and Pioneer Europe Select
Pioneer Independence Fund Equity Fund.
Pioneer International Equity Fund
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Research Fund
Pioneer Small Cap Value Fund
Pioneer Strategic Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund The Fund may not act as an underwriter, except insofar as the Fund
Pioneer AMT-Free CA Municipal Fund [technically] may be deemed to be an underwriter in connection with
Pioneer AMT-Free Municipal Fund the purchase or sale of its portfolio securities.
Pioneer Classic Balanced Fund
Pioneer Cullen Value Fund Bracketed language applies to all Funds except Pioneer Floating
Pioneer Equity Opportunity Fund Rate Fund.
Pioneer Floating Rate Fund
Pioneer Fund
Pioneer Global Select Equity Fund
Pioneer Government Income Fund
Pioneer Growth Leaders Fund
Pioneer Growth Opportunities Fund
Pioneer High Income Municipal Fund
Pioneer Ibbotson Aggressive Allocation Fund
Pioneer Ibbotson Conservative Allocation Fund
Pioneer Ibbotson Growth Allocation Fund
Pioneer Ibbotson Moderate Allocation Fund
Pioneer Institutional Money Market Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge All Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Real Estate Shares
Pioneer Select Growth Fund
Pioneer Select Research Growth Fund
Pioneer Select Research Value Fund
Pioneer Select Value Fund
Pioneer Short Term Income Fund
Pioneer Small and Mid Cap Growth Fund
Pioneer Tax Free Money Market Fund
Pioneer Treasury Reserves Fund
Pioneer Value Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
36
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund The Fund may not act as an underwriter, except to the extent that, in
Pioneer International Value Fund connection with the disposition of portfolio securities, the Fund may be
deemed to be an underwriter for purposes of the 1933 Act.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund The Fund may not underwrite any issue of securities, except in
connection with the purchase of securities in accordance with its
investment objective, policies and limitations, or participate on a joint
or joint-and-several basis in any securities trading account.
- ---------------------------------------------------------------------------------------------------------------------------
Discussion. All mutual funds are required to have a fundamental policy
about engaging in the business of underwriting the securities of other issuers.
The 1940 Act permits a fund to have underwriting commitments of up to 25% of
its assets under certain circumstances. Those circumstances currently are that
the amount of the fund's underwriting commitments, when added to the value of
the fund's investments in issuers where the fund owns more than 10% of the
outstanding voting securities of those issuers, cannot exceed the 25% cap.
Subject to certain exceptions, no Fund currently is permitted to act as an
underwriter. The Funds' current underwriting policies are disclosed in their
prospectuses and/or statements of additional information. The revised policy
will permit the Funds to engage in the underwriting business and to underwrite
the securities of other issuers to the fullest extent permitted by the 1940 Act
and related interpretations, as in effect from time to time, and thus will give
the Funds greater flexibility to respond to future investment opportunities,
subject, of course, to the investment objectives and strategies applicable to
each Fund.
Provisions under the Securities Act of 1933, as amended (the "1933 Act"),
deem certain persons to be "underwriters" if those persons purchase a security
from an issuer and later sell it. If a Fund is deemed to be an underwriter
because it purchases a security and later resells it, it may be liable under
the 1933 Act for material omissions or misstatements in an issuer's
registration statement or prospectus. Although it is not believed that the
application of any of these 1933 Act provisions would cause a Fund to be
engaged in the business of underwriting, the revised policy will be interpreted
not to prevent a Fund from engaging in transactions involving the acquisition
or disposition of portfolio securities, regardless of whether the Fund may be
considered to be an underwriter under the 1933 Act. This interpretation is
consistent with the current fundamental policies of many Funds, which include
an exception that permits the Fund to dispose of portfolio securities even if,
as a result of such disposition, the Fund would be deemed to be an underwriter.
Securities purchased from an issuer and not registered for sale under the
1933 Act are considered restricted securities. Many Funds may from time to time
invest in restricted securities. For those Funds investing in restricted
securities, there may be a limited market for those securities. If those
securities are registered under the 1933 Act, they may then be eligible for
sale, but participating in the sale may subject the seller to underwriter
liability.
Pioneer has advised each Fund's Board that the proposed revisions to the
fundamental policy on underwriting, if adopted, are not expected to affect
materially the manner in which the Fund's investment program is being conducted
at this time, as reflected in the Fund's current prospectus and statement of
additional information. Before a material change is made in a Fund's investment
practices in response to this revised policy, the Fund's Board will approve
such change and, if it is necessary or advisable, the Fund's prospectus or
statement of additional information will be revised to disclose the change, the
purpose of the changed practice and, as applicable, any additional risks.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-C: Revise fundamental policy relating to lending.
Funds affected: All Funds.
Proposed fundamental policy. If shareholders of a Fund approve this
proposal, the Fund's current fundamental policy on the lending of money or
other assets will be revised to read as follows:
The Fund may lend money or other assets to the extent permitted by (i) the
1940 Act, or interpretations or modifications by the SEC, SEC staff or
other authority of competent jurisdiction, or (ii) exemptive or other
relief or permission from the SEC, SEC staff or other authority of
competent jurisdiction.
37
Current fundamental policies. The Funds' current fundamental policies
relating to lending are as follows:
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund The Fund may not make loans, except by the purchase of debt
Pioneer Fundamental Growth Fund obligations, by entering into repurchase agreements or through the
Pioneer Global High Yield Fund lending of portfolio securities.
Pioneer High Yield Fund
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Research Fund
Pioneer Strategic Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund The Fund may not make loans, except that the Fund may (i) lend
Pioneer AMT-Free CA Municipal Fund portfolio securities [in accordance with the Fund's investment
Pioneer AMT-Free Municipal Fund policies](1), (ii) enter into repurchase agreements, (iii) purchase all or a
Pioneer Classic Balanced Fund portion of an issue of [publicly distributed](1) debt securities, [bank
Pioneer Cullen Value Fund loans or](2) bank loan participation interests, bank certificates of
Pioneer Equity Opportunity Fund deposit, bankers' acceptances, debentures or other securities, whether
Pioneer Floating Rate Fund or not the purchase is made upon the original issuance of the
Pioneer Fund securities, (iv) participate in a credit facility whereby the Fund may
Pioneer Global Select Equity Fund directly lend to and borrow money from other affiliated funds to the
Pioneer Government Income Fund extent permitted under the 1940 Act or an exemption therefrom, and
Pioneer Growth Leaders Fund (v) make loans in any other manner consistent with applicable law, as
Pioneer Growth Opportunities Fund amended and interpreted or modified from time to time by any
Pioneer High Income Municipal Fund regulatory authority having jurisdiction.
Pioneer Ibbotson Aggressive Allocation Fund
Pioneer Ibbotson Conservative Allocation Fund Bracketed language applies as follows:
Pioneer Ibbotson Growth Allocation Fund
Pioneer Ibbotson Moderate Allocation Fund (1) All Funds except Pioneer Floating Rate Fund.
Pioneer Institutional Money Market Fund
Pioneer Mid Cap Growth Fund (2) Pioneer Floating Rate Fund.
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge All Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Real Estate Shares
Pioneer Select Growth Fund
Pioneer Select Research Growth Fund
Pioneer Select Research Value Fund
Pioneer Select Value Fund
Pioneer Short Term Income Fund
Pioneer Small and Mid Cap Growth Fund
Pioneer Tax Free Money Market Fund
Pioneer Treasury Reserves Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
38
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund The Fund may not make loans, provided that (i) the purchase of debt
Pioneer Equity Income Fund securities pursuant to the Fund's investment objective shall not be
deemed loans for the purposes of this restriction; (ii) loans of portfolio
securities as described, from time to time, under "Lending of Portfolio
Securities" shall be made only in accordance with the terms and
conditions therein set forth; and (iii) in seeking a return on temporarily
available cash, the Fund may engage in repurchase transactions as
described in the prospectus.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund The Fund may not make loans, except that the Fund may lend portfolio
securities in accordance with the Fund's investment policies and may
purchase or invest in repurchase agreements, bank certificates of
deposit, a portion of an issue of publicly distributed bonds, bank loan
participation agreements, bankers' acceptances, debentures or other
securities, whether or not the purchase is made upon the original
issuance of the securities.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer International Value Fund The Fund may not make loans, except that the Fund may lend portfolio
securities in accordance with the Fund's investment policies. The Fund
does not, for this purpose, consider the purchase of or investment in
repurchase agreements, bank certificates of deposit, a portion of an
issue of publicly distributed bonds, bank loan participation agreements,
bankers' acceptances, debentures or other securities, whether or not
the purchase is made upon the original issuance of the securities, to
be the making of a loan.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Independence Fund The Fund may not make loans, except by the purchase of debt
Pioneer International Equity Fund obligations in which the Fund may invest consistent with its
Pioneer Small Cap Value Fund investment policies, by entering into repurchase agreements or
through the lending of portfolio securities, in each case only to the
extent permitted by the prospectus and this statement of additional
information.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund The Fund may not make loans, provided that the lending of portfolio
securities and the purchase of debt securities pursuant to the Fund's
investment objective shall not be deemed loans for the purposes of
this restriction.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund The Fund may not make loans, except through the purchase of
securities, including repurchase agreements, in accordance with its
investment objective, policies and limitations.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund The Fund may not make loans to any person, except by (a) the
purchase of a debt obligation in which the Fund is permitted to invest
and (b) engaging in repurchase agreements.
- ---------------------------------------------------------------------------------------------------------------------------
39
Discussion. All mutual funds are required to have a fundamental policy
about lending money and other assets. The 1940 Act does not prohibit a fund
from making loans. SEC staff interpretations, however, currently prohibit a
mutual fund from lending more than one-third of its total assets, except
through the purchase of debt obligations or the use of repurchase agreements.
(A repurchase agreement is an agreement to purchase a security, coupled with an
agreement to sell that security back to the original seller on an agreed-upon
date at a price that reflects current interest rates. The SEC frequently treats
repurchase agreements as loans.)
The Funds' current fundamental policies on lending vary. All such policies
generally prohibit the making of loans. Most such policies specify that
investments in debt obligations and repurchase agreements, and many specify
that the lending of portfolio securities, either are not subject to the
restriction or do not constitute the making of loans. The Funds' current
lending policies are disclosed in their prospectuses and/or statements of
additional information. The revised policy will permit securities lending and
the use of repurchase agreements by all Funds, and will allow the Funds to lend
money and other assets, in each case to the fullest extent permitted by the
1940 Act and related interpretations, as in effect from time to time.
The revised policy will be interpreted not to prevent a Fund from
purchasing or investing in debt obligations and loans. In addition, collateral
arrangements with respect to options, forward currency and futures transactions
and other derivative instruments, as well as delays in the settlement of
securities transactions, will not be considered loans.
If this proposal is approved, certain Funds will be permitted by this
fundamental policy to make loans of securities or money in situations and under
circumstances in which they previously could not do so. While lending
securities may be a source of income to the Funds, as with other extensions of
credit, there are risks of delay in recovery or even loss of rights in the
underlying securities should the borrower fail financially. Loans would be
made, however, only when the Fund's adviser or any sub-adviser believes the
income justifies the attendant risks. The Funds also will be permitted by this
policy to make loans of money, including to other Funds. The Funds recently
obtained exemptive relief from the SEC to make loans to other Funds. None of
the Funds currently has any intention of making "personal," one-on-one loans.
Pioneer has advised each Fund's Board that the proposed revisions to the
fundamental policy on lending, if adopted, are not expected to affect
materially the manner in which the Fund's investment program is being conducted
at this time, as reflected in the Fund's current prospectus and statement of
additional information. Before a material change is made in a Fund's investment
practices in response to this revised policy, the Fund's Board will approve
such change and, if it is necessary or advisable, the Fund's prospectus or
statement of additional information will be revised to disclose the change, the
purpose of the changed practice and, as applicable, any additional risks.
A Fund would engage in lending money or other assets only to the extent
consistent with its investment objective. Your Board recommends that you vote
"FOR" this proposal.
Proposal 3-D: Revise fundamental policy relating to issuing senior securities.
Funds affected: All Funds.
Proposed fundamental policy. If shareholders of a Fund, except Pioneer
Bond Fund and Pioneer Tax Free Income Fund, approve this proposal, the Fund's
current fundamental policy on the issuing of senior securities will be revised
to read as follows:
The Fund may not issue senior securities except as permitted by (i) the
1940 Act, or interpretations or modifications by the SEC, SEC staff or
other authority of competent jurisdiction, or (ii) exemptive or other
relief or permission from the SEC, SEC staff or other authority of
competent jurisdiction.
Each of Pioneer Bond Fund and Pioneer Tax Free Income Fund currently does
not have a stated fundamental policy relating to the issuing of senior
securities. If shareholders of either Fund approve this proposal, that Fund
will adopt a fundamental policy on the issuing of senior securities to read as
stated in the immediately preceding paragraph.
Current fundamental policies. The Funds' current fundamental policies
relating to issuing senior securities are as follows:
40
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Fundamental Growth Fund The Fund may not issue senior securities, except as permitted by the
Pioneer Global High Yield Fund 1940 Act and the rules and interpretive positions of the SEC
Pioneer High Yield Fund thereunder.
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Research Fund
Pioneer Strategic Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund The Fund may not issue senior securities, except to the extent
Pioneer AMT-Free CA Municipal Fund permitted by applicable law, as amended [and](1) [or](2) interpreted or
Pioneer AMT-Free Municipal Fund modified from time to time by any regulatory authority having
Pioneer Classic Balanced Fund jurisdiction.
Pioneer Cullen Value Fund
Pioneer Equity Opportunity Fund Bracketed language applies as follows:
Pioneer Floating Rate Fund
Pioneer Fund (1) All Funds except Pioneer Select Research Growth Fund and Pioneer
Pioneer Global Select Equity Fund Select Research Value Fund.
Pioneer Government Income Fund
Pioneer Growth Leaders Fund (2) Pioneer Select Research Growth Fund and Pioneer Select Research
Pioneer Growth Opportunities Fund Value Fund.
Pioneer High Income Municipal Fund
Pioneer Ibbotson Aggressive Allocation Fund
Pioneer Ibbotson Conservative Allocation Fund
Pioneer Ibbotson Growth Allocation Fund
Pioneer Ibbotson Moderate Allocation Fund
Pioneer Institutional Money Market Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge All Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Real Estate Shares
Pioneer Select Growth Fund
Pioneer Select Research Growth Fund
Pioneer Select Research Value Fund
Pioneer Select Value Fund
Pioneer Short Term Income Fund
Pioneer Small and Mid Cap Growth Fund
Pioneer Tax Free Money Market Fund
Pioneer Treasury Reserves Fund
Pioneer Value Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
41
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund The Fund may not issue senior securities, except as permitted by
Pioneer International Value Fund current fundamental policies relating to borrowing, lending and
commodities. For purposes of this restriction, the issuance of shares
of beneficial interest in multiple classes or series, the purchase or sale
of options, futures contracts and options on futures contracts, forward
commitments, forward foreign exchange contracts, repurchase
agreements and reverse repurchase agreements entered into in
accordance with the Fund's investment policy, and the pledge,
mortgage or hypothecation of the Fund's assets within the meaning of
the fundamental policy on pledging, mortgaging and hypothecating
Fund assets are not deemed to be senior securities.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Independence Fund The Fund may not issue senior securities, except as permitted by the
Pioneer International Equity Fund Fund's borrowing, lending and commodity restrictions, and for
Pioneer Small Cap Value Fund purposes of this restriction, the issuance of shares of beneficial
interest in multiple classes or series, the purchase or sale of options,
futures contracts and options on futures contracts, forward
commitments, forward foreign exchange contracts, repurchase
agreements, fully covered reverse repurchase agreements, dollar rolls,
swaps and any other financial transaction entered into pursuant to the
Fund's investment policies, as described in the prospectus and the
statement of additional information and in accordance with applicable
SEC pronouncements, as well as the pledge, mortgage or
hypothecation of the Fund's assets within the meaning of the
fundamental investment restriction regarding pledging are not deemed
to be senior securities.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund The Fund may not issue senior securities, except as permitted by
Pioneer Europe Select Equity Fund restrictions relating to borrowing, commodities and [lending](1)
[underwriting](2), and for purposes of this restriction, the issuance of
shares of beneficial interest in multiple classes or series, the purchase
or sale of options, futures contracts and options on futures contracts,
forward commitments, forward foreign [currency](2) exchange contracts
and repurchase agreements entered into in accordance with the Fund's
investment policies, and the pledge, mortgage or hypothecation of the
Fund's assets within the meaning of the [fundamental](1) restriction
relating to guarantees are not deemed to be senior securities.
Bracketed language applies as follows:
(1) Pioneer Equity Income Fund.
(2) Pioneer Europe Select Equity Fund.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund The Fund may not issue senior securities, except that the issuance of
multiple classes of shares, in accordance with a statute, regulation or
order of the SEC, shall not constitute the issuance of a senior security.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
42
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund No stated policy.
Pioneer Tax Free Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
Discussion. All mutual funds are required to have a fundamental policy
about issuing "senior securities," which are defined as fund obligations that
have a priority over the fund's shares with respect to the payment of dividends
or the distribution of fund assets. The 1940 Act prohibits a fund from issuing
senior securities, except that the fund may borrow money in amounts of up to
one-third of the fund's total assets from banks for any purpose. A fund also
may borrow up to 5% of the fund's total assets from banks or other lenders for
temporary purposes without those borrowings being considered as senior
securities.
The proposed policy on the issuance of senior securities is similar to
most Funds' current fundamental policies. Currently, most Funds are not
permitted to issue senior securities, except as permitted by the 1940 Act or
except to the extent that borrowings or certain investment practices (such as
investing in options, futures and other derivatives) may be deemed to be the
issuance of senior securities. The Funds' current policies, if any, concerning
the issuance of senior securities are disclosed in their prospectuses and/or
statements of additional information. The proposed policy, if adopted, will
permit the Funds to issue senior securities to the fullest extent permitted by
the 1940 Act and related interpretations, as in effect from time to time.
Certain widely used investment practices that involve a commitment by a
fund to deliver money or securities in the future are not considered by the SEC
to be senior securities. These include repurchase and reverse repurchase
agreements, dollar rolls, options, futures and forward contracts, provided that
in each case a fund segregates cash or liquid securities in an amount necessary
to pay the obligation or the fund holds an offsetting commitment from another
party. The proposed policy, if adopted, will not affect the Funds' existing
abilities to engage in these practices. Similarly, the proposed policy, if
adopted, will be interpreted not to prevent collateral arrangements with
respect to swaps, options, forward or futures contracts or other derivatives,
or the posting of initial or variation margin.
Pioneer has advised each Fund's Board that, if adopted, the proposed
fundamental policy on the issuance of senior securities is not expected to
affect materially the manner in which the Fund's investment program is being
conducted at this time, as reflected in the Fund's current prospectus and
statement of additional information. Before a material change is made in a
Fund's investment practices in response to this proposed policy, the Fund's
Board will approve such change and, if it is necessary or appropriate, the
Fund's prospectus or statement of additional information will be revised to
disclose the change, the purpose of the changed practice and, as applicable,
any additional risks.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-E: Revise fundamental policy relating to real estate.
Funds affected: All Funds.
Proposed fundamental policy. If shareholders of a Fund approve this
proposal, the Fund's current fundamental policy on real estate will be revised
to read as follows:
The Fund may not purchase or sell real estate except as permitted by (i)
the 1940 Act, or interpretations or modifications by the SEC, SEC staff or
other authority of competent jurisdiction, or (ii) exemptive or other
relief or permission from the SEC, SEC staff or other authority of
competent jurisdiction.
Current fundamental policies. The Funds' current fundamental policies
relating to real estate are as follows:
43
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund The Fund may not invest in real estate, except that the Fund may
Pioneer Fundamental Growth Fund invest in securities of issuers that invest in real estate or interests
Pioneer Global High Yield Fund therein, securities that are secured by real estate or interests therein,
Pioneer High Yield Fund securities of real estate investment trusts and mortgage-backed
Pioneer Protected Principal Plus Fund securities.
Pioneer Protected Principal Plus Fund II
Pioneer Research Fund
Pioneer Strategic Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund The Fund may not invest in real estate, except (a) that the Fund may
Pioneer AMT-Free CA Municipal Fund invest in securities of issuers that invest in real estate or interests
Pioneer AMT-Free Municipal Fund therein, [securities that are secured by real estate or interests therein,]
Pioneer Classic Balanced Fund securities of real estate investment trusts, mortgage-backed securities
Pioneer Cullen Value Fund and other securities that represent a similar indirect interest in real
Pioneer Equity Opportunity Fund estate; and (b) the Fund may acquire real estate or interests therein
Pioneer Floating Rate Fund through exercising rights or remedies with regard to an instrument
Pioneer Fund or security.
Pioneer Global Select Equity Fund
Pioneer Government Income Fund Bracketed language applies to all Funds except Pioneer Real Estate Shares.
Pioneer Growth Leaders Fund
Pioneer Growth Opportunities Fund
Pioneer High Income Municipal Fund
Pioneer Ibbotson Aggressive Allocation Fund
Pioneer Ibbotson Conservative Allocation Fund
Pioneer Ibbotson Growth Allocation Fund
Pioneer Ibbotson Moderate Allocation Fund
Pioneer Institutional Money Market Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge All Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Real Estate Shares
Pioneer Select Growth Fund
Pioneer Select Research Growth Fund
Pioneer Select Research Value Fund
Pioneer Select Value Fund
Pioneer Short Term Income Fund
Pioneer Small and Mid Cap Growth Fund
Pioneer Tax Free Money Market Fund
Pioneer Treasury Reserves Fund
Pioneer Value Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund The Fund may not invest in real estate or interests therein, excluding
readily marketable securities of companies that invest in real estate or
real estate investment trusts.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
44
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund The Fund may not purchase or sell real estate, except that the Fund
may (i) lease office space for its own use, (ii) invest in securities of
issuers that invest in real estate or interests therein, (iii) invest in
securities that are secured by real estate or interests therein, (iv)
purchase and sell mortgage-related securities and (v) hold and sell real
estate acquired by the Fund as a result of the ownership of securities.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer International Value Fund The Fund may not purchase or sell real estate, or any interest therein,
and real estate mortgage loans, except that the Fund may invest in
securities of corporate or governmental entities secured by real estate
or marketable interests therein or securities issued by companies
(other than real estate limited partnerships) that invest in real estate or
interests therein.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Independence Fund The Fund may not invest in real estate, commodities or commodity
Pioneer International Equity Fund contracts, except that the Fund may invest in [securities of issuers that
Pioneer Small Cap Value Fund invest in real estate or interests therein, securities that are secured by
real estate or interests therein,] financial futures contracts and related
options and in any other financial instruments which may be deemed
to be commodities or commodity contracts in which the Fund is not
prohibited from investing by the Commodity Exchange Act and the
rules and regulations thereunder.
Bracketed language only applies to Pioneer Independence Fund.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund The Fund may not invest in real estate or interests therein, except that
the Fund may invest in readily marketable securities, other than limited
partnership interests, of companies that invest in real estate.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund The Fund may not purchase or sell real estate (or real estate limited
partnerships), but this shall not prevent the Fund from investing in
Tax-Exempt Bonds or other permitted obligations secured by real
estate or interests therein.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund The Fund may not write, purchase or otherwise invest in any put, call,
straddle or spread option or buy or sell real estate, commodities or
commodity futures contracts or invest in oil, gas or mineral
exploration or development programs.
- ---------------------------------------------------------------------------------------------------------------------------
Discussion. All mutual funds are required to have a fundamental policy
about purchasing and selling real estate. The 1940 Act does not prohibit a fund
from owning real estate. A mutual fund, however, is limited in the amount of
illiquid assets it may purchase, and real estate generally is considered
illiquid. Investing in real estate may involve risks, including the risk that
real estate generally is difficult to value and sell. In addition, owners of
real estate may be subject to various liabilities, including environmental
liabilities.
Currently, no Fund is permitted to purchase or hold real estate, but
almost all are permitted to own securities secured by real estate or interests
therein, as well as securities of companies whose business consists in whole or
in part of investing in real estate. As a general rule, the Funds currently do
not intend to purchase or sell real estate. The Funds, however, wish to
preserve the flexibility to invest in real estate, as well as real
estate-related companies and companies whose business
45
consists in whole or in part of investing in real estate, to the fullest extent
permitted by the 1940 Act and related interpretations, as in effect from time
to time, consistent with their investment programs. Accordingly, the Funds will
not be restricted by the revised policy from purchasing or selling real estate,
although a Fund's investment program may not contemplate these investments.
As noted above, the revised policy will be interpreted not to prevent the
Funds from investing in real estate-related companies, companies whose
businesses consist in whole or in part of investing in real estate, instruments
(such as mortgages) that are secured by real estate or interests therein or
real estate investment trust securities.
Pioneer has advised each Fund's Board that the proposed revisions to the
fundamental policy on investment in real estate, if adopted, are not expected
to affect materially the manner in which the Fund's investment program is being
conducted at this time, as reflected in the Fund's current prospectus and
statement of additional information. Before a material change is made in a
Fund's investment practices in response to this revised policy, the Fund's
Board will approve such change and, if it is necessary or appropriate, the
Fund's prospectus or statement of additional information will be revised to
disclose the change, the purpose of the changed practice and, as applicable,
any additional risks.
To the extent that investments in real estate are considered illiquid, a
Fund will be limited in the amount of illiquid assets it may purchase. The
current SEC staff position generally limits a fund's holdings of illiquid
securities to 15% of net assets, except money market funds, which are limited
to 10% of net assets.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-F: Revise fundamental policy relating to commodities.
Funds affected: All Funds.
Proposed fundamental policy. If shareholders of a Fund approve this
proposal, the Fund's current fundamental policy on commodities will be revised
to read as follows:
The Fund may purchase or sell commodities or contracts related to
commodities to the extent permitted by (i) the 1940 Act, or interpretations
or modifications by the SEC, SEC staff or other authority of competent
jurisdiction, or (ii) exemptive or other relief or permission from the SEC,
SEC staff or other authority of competent jurisdiction.
Current fundamental policies. The Funds' current fundamental policies
relating to commodities are as follows:
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund The Fund may not invest in commodities or commodity contracts,
Pioneer AMT-Free CA Municipal Fund except that the Fund may invest in currency instruments and
Pioneer AMT-Free Municipal Fund [currency](1) contracts and financial instruments and [financial](1)
Pioneer Bond Fund contracts that might be deemed to be commodities and commodity
Pioneer Classic Balanced Fund contracts [in accordance with applicable law](1). [A futures contract, for
Pioneer Cullen Value Fund example, may be deemed to be a commodity contract.](2)
Pioneer Equity Opportunity Fund
Pioneer Floating Rate Fund Bracketed language applies as follows:
Pioneer Fund
Pioneer Fundamental Growth Fund (1) All Funds except:
Pioneer Global High Yield Fund Pioneer Bond Fund
Pioneer Global Select Equity Fund Pioneer Fundamental Growth Fund
Pioneer Government Income Fund Pioneer Global High Yield Fund
Pioneer Growth Leaders Fund Pioneer High Yield Fund
Pioneer Growth Opportunities Fund Pioneer Protected Principal Plus Fund
Pioneer High Income Municipal Fund Pioneer Protected Principal Plus Fund II
Pioneer High Yield Fund Pioneer Research Fund
Pioneer Ibbotson Aggressive Allocation Fund Pioneer Strategic Income Fund
Pioneer Ibbotson Conservative Allocation Fund
Pioneer Ibbotson Growth Allocation Fund (2) Pioneer Government Income Fund.
- ---------------------------------------------------------------------------------------------------------------------------
46
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Moderate Allocation Fund
Pioneer Institutional Money Market Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge All Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Real Estate Shares
Pioneer Research Fund
Pioneer Select Growth Fund
Pioneer Select Research Growth Fund
Pioneer Select Research Value Fund
Pioneer Select Value Fund
Pioneer Short Term Income Fund
Pioneer Small and Mid Cap Growth Fund
Pioneer Strategic Income Fund
Pioneer Tax Free Money Market Fund
Pioneer Treasury Reserves Fund
Pioneer Value Fund
Pioneer Emerging Markets Fund
Pioneer Equity Income Fund
Pioneer Europe Select Equity Fund
Pioneer International Value Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Independence Fund The Fund may not invest in real estate, commodities or commodity
Pioneer International Equity Fund contracts, except that the Fund may invest in [securities of issuers that
Pioneer Small Cap Value Fund invest in real estate or interests therein, securities that are secured by
real estate or interests therein,] financial futures contracts and related
options and in any other financial instruments which may be deemed
to be commodities or commodity contracts in which the Fund is not
prohibited from investing by the Commodity Exchange Act and the
rules and regulations thereunder.
Bracketed language only applies to Pioneer Independence Fund.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund The Fund may not purchase or sell commodities or commodity
contracts except options, financial futures or options on financial
futures contracts in accordance with its investment objective, policies,
and restrictions, or invest in oil, gas or other mineral leases,
exploration or development programs, or write or purchase puts, calls,
straddles, spreads or any combination thereof.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund The Fund may not write, purchase or otherwise invest in any put, call,
straddle or spread option or buy or sell real estate, commodities or
commodity futures contracts or invest in oil, gas or mineral
exploration or development programs.
- ---------------------------------------------------------------------------------------------------------------------------
47
Discussion. All mutual funds are required to have a fundamental policy
about purchasing and selling commodities. The 1940 Act does not prohibit a fund
from owning commodities, whether physical commodities and contracts related to
physical commodities, such as precious metals, oil or grains and related
futures contracts, or financial commodities and contracts related to financial
commodities, such as currencies and, possibly, currency futures. A mutual fund,
however, is limited in the amount of illiquid assets it may purchase, and
certain commodities, especially physical commodities, may be considered to be
illiquid. The value of commodities and commodity-related instruments may be
extremely volatile and may be affected either directly or indirectly by a
variety of factors, including overall market movements and other factors
affecting the value of a particular industry or commodity, such as weather,
disease, embargo or political and regulatory developments. These factors may
have a larger impact on commodity prices and commodity-linked instruments than
on traditional investments. Certain commodities also are subject to limited
pricing flexibility because of supply and demand factors. Others are subject to
broad price fluctuations as a result of the volatility of the prices for
certain raw materials and the instability of supplies of other materials. There
also may be storage charges and risks of loss associated with physical
commodities.
Most Funds currently are not permitted to invest in commodities or
commodity contracts. Most Funds, however, are permitted to invest in certain
types of derivatives and financial commodities, such as futures contracts and
options on futures contracts, including options on currencies to the extent
consistent with the Fund's investment objective and policies. The revised
policy will permit the Funds to purchase or sell commodities to the fullest
extent permitted by the 1940 Act and related interpretations, as in effect from
time to time. Accordingly, the Funds will not be restricted by the revised
policy from purchasing physical or financial commodities and commodity-related
instruments, although a Fund's investment program may not contemplate these
investments. Except as to Funds that currently are not permitted to invest in
futures contracts or are limited as to investments in commodities, the revised
policy will not affect the Funds' ability to enter into futures contracts,
including futures contracts on interest rates, stock indices and currencies,
and options thereon, as well as forward currency transactions and options on
currencies.
There may be instances when investing in physical commodities may be
complementary to a Fund's other investments. For example, a Fund may wish to
buy shares of a gold-producing company and hedge that investment with gold
futures, or a Fund may wish to gain exposure to a particular commodity
directly, as opposed to through a financial instrument. If a Fund were to
invest in a physical commodity or a physical commodity-related instrument, the
Fund would be subject to the additional risks of the particular physical
commodity and its related market. As noted above, the value of commodities and
commodity-related instruments may be extremely volatile and may be affected
either directly or indirectly by a variety of factors. If the Board determines
that it is necessary or appropriate, a Fund's prospectus or statement of
additional information would be amended to disclose these risks before a
material portion of the Fund's assets is invested in physical commodities.
It is not believed that certain financial instruments such as interest
rate or stock index futures contracts are "commodities." In any event, the
revised policy will permit investment in these types of assets, derivatives and
instruments to the fullest extent permitted by the 1940 Act and related
interpretations. The revised policy also will be interpreted to permit
investments in exchange traded funds that invest in physical and/or financial
commodities.
Pioneer has advised each Fund's Board that the proposed revisions to the
fundamental policy on investment in commodities and commodity contracts, if
adopted, are not expected to affect materially the manner in which the Fund's
investment program is being conducted at this time, as reflected in the Fund's
current prospectus and statement of additional information. Before a material
change is made in a Fund's investment practices in response to this revised
policy, the Fund's Board will approve such change and, if it is necessary or
appropriate, the Fund's prospectus or statement of additional information will
be revised to disclose the change, the purpose of the changed practice and, as
applicable, any additional risks.
To the extent that investments in commodities are considered illiquid, a
Fund will be limited in the amount of illiquid assets it may purchase. The
current SEC staff position generally limits a fund's holdings of illiquid
securities to 15% of net assets, except money market funds, which are limited
to 10% of net assets.
Your Board recommends that you vote "FOR" this proposal.
48
Proposal 3-G: Revise fundamental policy relating to concentration.
1. Funds affected: All Funds except Pioneer Cash Reserves Fund, Pioneer
Institutional Money Market Fund, Pioneer Tax Free Money Market Fund
and Pioneer Treasury Reserves Fund.
Proposed fundamental policy. If shareholders of a Fund, except Pioneer Tax
Free Income Fund and Pioneer Real Estate Shares Portfolio, approve this
proposal, the Fund's current fundamental policy on concentration will be
revised to read as follows:
Except as permitted by exemptive or other relief or permission from the
SEC, SEC staff or other authority of competent jurisdiction, the Fund may
not make any investment if, as a result, the Fund's investments will be
concentrated in any one industry.
Pioneer Tax Free Income Fund currently does not have a stated fundamental
policy relating to concentration. If shareholders of that Fund approve this
proposal, that Fund will adopt a fundamental policy on concentration to read as
stated in the immediately preceding paragraph.
If shareholders of Pioneer Real Estate Shares Portfolio approve this
proposal, the Portfolio's current fundamental policy on concentration will be
revised to read as follows:
Except the real estate industry or as permitted by exemptive or other
relief or permission from the SEC, SEC staff or other authority of
competent jurisdiction, the Portfolio may not make any investment if, as a
result, the Portfolio's investments will be concentrated in any one
industry.
Current fundamental policies. The Funds' current fundamental policies on
concentration are as follows:
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund The Fund may not invest 25% or more of its total assets in the
securities of one or more issuers (excluding the U.S. government or
its agencies or instrumentalities) conducting their principal business
activities in the same industry. For purposes of this restriction the
electric utility, natural gas utility, and telephone industries shall be
considered separate industries.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
49
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund The Fund may not concentrate its investments in securities of
Pioneer Classic Balanced Fund companies in any particular industry [or group of industries].(1) [The
Pioneer Cullen Value Fund Fund's policies on concentration do not apply to investments in U.S.
Pioneer Emerging Markets Fund government securities.](2)
Pioneer Equity Income Fund
Pioneer Equity Opportunity Fund Bracketed language applies as follows;
Pioneer Europe Select Equity Fund
Pioneer Floating Rate Fund (1) Applies to Pioneer Oak Ridge Large Cap Growth Fund and
Pioneer Fund Pioneer Oak Ridge Small Cap Growth Fund.
Pioneer Fundamental Growth Fund
Pioneer Global High Yield Fund (2) Pioneer Equity Income Fund.
Pioneer Global Select Equity Fund
Pioneer Government Income Fund
Pioneer Growth Leaders Fund
Pioneer Growth Opportunities Fund
Pioneer High Yield Fund
Pioneer Independence Fund
Pioneer International Equity Fund
Pioneer International Value Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge All Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Protected Principal Plus Fund
Pioneer Protected Principal Plus Fund II
Pioneer Research Fund
Pioneer Select Growth Fund
Pioneer Select Research Growth Fund
Pioneer Select Research Value Fund
Pioneer Select Value Fund
Pioneer Short Term Income Fund
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Small and Mid Cap Growth Fund
Pioneer Small Cap Value Fund
Pioneer Strategic Income Fund
Pioneer Value Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund The Fund may not invest 25% or more of the value of its total assets
Pioneer AMT-Free CA Municipal Fund in any one industry, provided that this limitation does not apply to
Pioneer High Income Municipal Fund municipal securities [other than those municipal securities backed only
by assets and revenues of non-governmental issuers].
Bracketed language applies only to Pioneer AMT-Free Municipal Fund
and Pioneer AMT-Free CA Municipal Fund.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Aggressive Allocation Fund The Fund may not concentrate 25% or more of its total assets in
Pioneer Ibbotson Conservative Allocation Fund securities of companies in any particular industry or group of
Pioneer Ibbotson Growth Allocation Fund industries; however the Fund may invest up to 100% of its total assets
Pioneer Ibbotson Moderate Allocation Fund in securities of investment companies.
- ---------------------------------------------------------------------------------------------------------------------------
50
- ---------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Real Estate Shares The Fund will invest 25% or more of its total assets in securities
issued by companies in the real estate industry. Except as noted in the
previous sentence, the Fund may not concentrate its investments in
securities of companies in any particular industry.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund No stated policy.
- ---------------------------------------------------------------------------------------------------------------------------
Discussion. All mutual funds are required to have a fundamental policy
about concentration of their investments in a particular industry or group of
industries. While the 1940 Act does not define what constitutes "concentration"
in an industry, the SEC has taken the position that investment of 25% or more
of a fund's total assets in one or more issuers conducting their principal
activities in the same industry constitutes concentration. It is possible that
interpretations of concentration could change in the future.
Each Fund except Pioneer Real Estate Shares and Pioneer Tax Free Income
Fund currently has a fundamental policy that prohibits it from concentrating
its investments in a particular industry. Each of Pioneer Ibbotson Aggressive
Allocation Fund, Pioneer Ibbotson Conservative Allocation Fund, Pioneer
Ibbotson Growth Allocation Fund and Pioneer Ibbotson Moderate Allocation Fund,
however, may invest up to 100% of its total assets in securities of investment
companies, and Pioneer Real Estate Shares may invest 25% or more of its total
assets in securities issued by companies in the real estate industry. All
Funds' current policies about concentration are disclosed in their prospectuses
and/or statements of additional information.
The existing policies of some Funds incorporate the 25% test noted above,
that is, the SEC's current interpretation of concentration. If this
interpretation were to change, those Funds would not be able to change their
concentration policies without seeking shareholder approval. The proposed
policy does not contain a stated percentage limitation and will be interpreted
to refer to concentration as it may be permitted from time to time. As applied
to Pioneer Real Estate Shares, the proposed policy would permit that Fund to
continue concentrating its total assets in securities issued by companies in
the real estate industry regardless of any change in the 25% test noted above.
With respect to all Funds, the proposed policy also will be interpreted to
permit investment without limit in the following: securities of the U.S.
government and its agencies or instrumentalities; securities of state,
territory, possession or municipal governments and their authorities, agencies,
instrumentalities or political subdivisions; and repurchase agreements
collateralized by any of such obligations. Accordingly, issuers of the
foregoing securities will not be considered to be members of any industry.
There also will be no limit on investment in issuers domiciled in a single
jurisdiction or country. The SEC has taken the position that investments of 25%
or more of a tax-exempt fund's assets in securities the interest upon which is
paid from revenues of similar type projects should be disclosed by the fund,
along with the risks related to such investments.
The proposed policy also will be interpreted to give broad authority to
the Funds as to how to classify issuers within or among industries. For
example, Funds currently may classify financial services companies according to
the end users of services (making automobile finance, bank finance and
diversified finance each a separate industry), and utility companies according
to services (making gas, gas transmission, electric and telephone each a
separate industry). Other Funds currently treat industries such as
telecommunications, electric utilities and gas utilities as separate
industries. These interpretations and classifications may change over time and,
if it is necessary or appropriate, will be explained in the Fund's prospectus
or statement of additional information. It is currently anticipated that each
Fund will continue to use its existing classification system.
Your Board recommends that you vote "FOR" this proposal.
51
2. Funds affected:
Pioneer Cash Reserves Fund Pioneer Tax Free Money Market Fund
Pioneer Institutional Money Market Fund Pioneer Treasury Reserves Fund
Proposed fundamental policy. If shareholders of a Fund approve this
proposal, the Fund's current fundamental policy on concentration will be
revised as follows:
Except as permitted by exemptive or other relief or permission from the
SEC, SEC staff or other authority of competent jurisdiction, the Fund may
not make any investment if, as a result, the Fund's investments will be
concentrated in any one industry, except that the Fund may invest without
limit in obligations issued by banks.
Current fundamental policies. The Funds' current fundamental policies on
concentration are as follows:
- ---------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund The Fund may not, except with respect to investments in obligations of
(a) the U.S. government, its agencies, authorities or instrumentalities
and (b) domestic banks, purchase any security if, as a result (i) more
than 5% of the assets of the Fund would be in the securities of any
one issuer, or (ii) more than 25% of its assets would be in a
particular industry.
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Pioneer Institutional Money Market Fund The Fund may not concentrate its investments in securities of
Pioneer Treasury Reserves Fund companies in any particular industry.
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Money Market Fund The Fund may not invest 25% or more of the value of its total assets
in any one industry, provided that this limitation does not apply to
municipal securities other than those municipal securities backed only
by assets and revenues of non-governmental issuers. The Fund's
policy does not apply to investments in U.S. government securities.
- ---------------------------------------------------------------------------------------------------------------------
Discussion. Each of the Funds is a money market fund. Money market funds
are subject to special SEC rules relating to concentration in the securities of
any one issuer. The rules do not provide for any limit on a money market fund's
concentration in any one industry, and allow a money market fund to invest
without limit in obligations of banks (as defined in the 1940 Act and related
interpretations from time to time) without being deemed to concentrate their
investments. Pioneer Cash Reserves Fund currently may invest without limit in
bank obligations. The other Funds currently have not reserved the right to
invest without limit in bank obligations. For these Funds, the revised policy
will permit the Funds to take advantage of the flexibility to invest in bank
obligations that the SEC has granted to money market funds.
This change is designed to afford each Fund the maximum flexibility
permitted under law from time to time. Pioneer has advised the Board that the
proposed change, if adopted, is not expected to materially affect the manner in
which each Fund's investment program is conducted at this time, as described in
the prospectus and the statement of additional information.
Your Board recommends that you vote "FOR" this proposal.
52
Proposal 3-H: Remove the fundamental policy relating to diversification.
Funds affected:
Pioneer AmPac Growth Fund Pioneer International Equity Fund
Pioneer AMT-Free CA Municipal Fund Pioneer International Value Fund
Pioneer AMT-Free Municipal Fund Pioneer Mid Cap Growth Fund
Pioneer Bond Fund Pioneer Mid Cap Value Fund
Pioneer Classic Balanced Fund Pioneer Oak Ridge All Cap Growth Fund
Pioneer Cullen Value Fund Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Emerging Markets Fund Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Equity Income Fund Pioneer Protected Principal Plus Fund
Pioneer Equity Opportunity Fund Pioneer Protected Principal Plus II Fund
Pioneer Europe Select Equity Fund Pioneer Real Estate Shares
Pioneer Fund Pioneer Research Fund
Pioneer Fundamental Growth Fund Pioneer Select Research Growth Fund
Pioneer Government Income Fund Pioneer Select Research Value Fund
Pioneer Growth Leaders Fund Pioneer Short Term Income Fund
Pioneer Growth Opportunities Fund Pioneer Small and Mid Cap Growth Fund
Pioneer High Yield Fund Pioneer Small Cap Value Fund
Pioneer Ibbotson Aggressive Allocation Fund Pioneer Strategic Income Fund
Pioneer Ibbotson Conservative Allocation Fund Pioneer Tax Free Income Fund
Pioneer Ibbotson Growth Allocation Fund Pioneer Tax Free Money Market Fund
Pioneer Ibbotson Moderate Allocation Fund Pioneer Treasury Reserves Fund
Pioneer Independence Fund Pioneer Value Fund
Pioneer Institutional Money Market Fund
Proposed elimination of fundamental policy. If shareholders of a Fund
approve this proposal, the Fund's current fundamental policy requiring
diversification of investments will be eliminated. Despite this change, each
Fund's status as a diversified fund will continue to be changeable to
non-diversified only with the approval of the Fund's shareholders. There is no
current plan to seek shareholder approval to change any Fund to a
non-diversified fund.
Current fundamental policies. The Funds' current fundamental policies
relating to diversification are as follows:
- ---------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ---------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund The Fund may not make any investment inconsistent with the Fund's
status as a diversified investment company under the 1940 Act.
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
53
- ----------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ----------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund With respect to 75% of its total assets, the Fund may not purchase
Pioneer Fundamental Growth Fund securities of an issuer (other than the U.S. government, its agencies or
Pioneer High Yield Fund instrumentalities), if (a) such purchase would cause more than 5% of
Pioneer Independence Fund the Fund's total assets, taken at market value, to be invested in the
Pioneer International Equity Fund securities of such issuer, or (b) such purchase would at the time result
Pioneer International Value Fund in more than 10% of the outstanding voting securities of such issuer
Pioneer Protected Principal Plus Fund being held by the Fund.
Pioneer Protected Principal Plus Fund II
Pioneer Research Fund
Pioneer Small Cap Value Fund
Pioneer Strategic Income Fund
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund The Fund may not make any investment inconsistent with its
Pioneer AMT-Free CA Municipal Fund classification as a diversified open-end investment company (or series
Pioneer AMT-Free Municipal Fund thereof) under the 1940 Act.
Pioneer Classic Balanced Fund
Pioneer Cullen Value Fund
Pioneer Equity Opportunity Fund
Pioneer Fund
Pioneer Government Income Fund
Pioneer Growth Leaders Fund
Pioneer Growth Opportunities Fund
Pioneer Ibbotson Aggressive Allocation Fund
Pioneer Ibbotson Conservative Allocation Fund
Pioneer Ibbotson Growth Allocation Fund
Pioneer Ibbotson Moderate Allocation Fund
Pioneer Institutional Money Market Fund
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge All Cap Growth Fund
Pioneer Oak Ridge Large Cap Growth Fund
Pioneer Oak Ridge Small Cap Growth Fund
Pioneer Real Estate Shares
Pioneer Select Research Growth Fund
Pioneer Select Research Value Fund
Pioneer Short Term Income Fund
Pioneer Small and Mid Cap Growth Fund
Pioneer Tax Free Money Market Fund
Pioneer Treasury Reserves Fund
Pioneer Value Fund
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
54
- ----------------------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ----------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund In order to remain a diversified investment company under the 1940
Act, it is a Fundamental investment policy of the Fund that at least
75% of the value of the Fund's total assets must be represented by
cash and cash items, government securities, securities of other
investment companies, and other securities, which, for the purpose of
this calculation, is limited in respect of any one issuer to an amount
not greater in value than 5% of the value of the total assets of the
Fund and to not more than 10% of the outstanding voting securities
of such issuer.
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund At least 75% of the value of the Fund's total assets must be
represented by cash and cash items, U.S. government securities,
securities of other investment companies, and other securities for the
purpose of this calculation limited in respect of any one issuer to an
amount not greater in value than 5% of the value of the total assets of
the Fund and to not more than 10% of the outstanding voting
securities of such issuer.
The Fund may not purchase securities of an issuer (other than the
U.S. government, its agencies or instrumentalities), if such purchase
would at the time result in more than 10% of the outstanding voting
securities of such issuer being held by the Fund.
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund The Fund may not purchase any security (other than obligations of the
U.S. government, its agencies or instrumentalities), if as a result: (a)
more than 25% of the value of the Fund's total assets would then be
invested in securities of any single issuer; or (b) as to 75% of the
value of the Fund's total assets, more than 5% of the value of the
Fund's total assets would then be invested in securities of any single
issuer. For the purpose of this limitation, the Fund will regard each
state and each political subdivision, agency or instrumentality of such
state and each multi-state agency of which such state is a member as
a separate issuer.
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Pioneer Global High Yield Fund Although the Fund is classified as non-diversified for purposes of the
1940 Act, the Fund will comply with the diversification requirements
of the Internal Revenue Code of 1986, as amended, applicable to
regulated investment companies.
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund The Fund may not except with respect to investments in obligations of
(a) the U.S. government, its agencies, authorities or instrumentalities
and (b) domestic banks, purchase any security if, as a result (i) more
than 5% of the assets of the Fund would be in the securities of any
one issuer, or (ii) more than 25% of its assets would be in a
particular industry.
- ----------------------------------------------------------------------------------------------------------------------------
Discussion. The 1940 Act requires every mutual fund to state whether it is
diversified (meaning that it is subject to certain restrictions that limit the
percentage of the fund's assets that may be invested in a single issuer) or
non-diversified, and requires any change from diversified to non-diversified
status to be approved in advance by fund shareholders. In addition, funds
55
(including the Funds) are subject to diversification tests under the Internal
Revenue Code that limit investments in a single issuer or small number of
issuers. The Funds currently comply with both the 1940 Act and the Internal
Revenue Service (the "IRS") requirements. The 1940 Act, however, does not
require that investment policies on diversification be fundamental policies.
Furthermore, notwithstanding the proposed elimination of the fundamental policy
regarding diversification, money market funds are subject to strict
diversification requirements under Rule 2a-7.
The existing policies on diversification of many Funds generally recite
the 1940 Act requirements as in effect today. If the requirements for
diversification were to change, these Funds may not be able to take advantage
of that change without seeking shareholder approval. For these Funds,
elimination of the policies on diversification will not change the extent to
which these Funds' assets may be invested in a single issuer unless and until
the 1940 Act requirements on diversification change.
The existing policies on diversification of certain other Funds state that
the Fund may not make any investment that is inconsistent with its
classification as a diversified open-end investment company under the 1940 Act.
These policies are unnecessary since they duplicate the 1940 Act requirements,
as in effect from time to time. Accordingly, elimination of these policies will
not change the extent to which these Funds' assets may be invested in a single
issuer.
For Pioneer Tax Free Income Fund, the current policy on diversification is
more permissive than the current 1940 Act requirements. For this Fund,
elimination of the policy on diversification generally will not change the
extent to which this Fund's assets may be invested in a single issuer because,
notwithstanding the Fund's fundamental policy, the more restrictive
requirements of the 1940 Act will apply. If the 1940 Act requirements for
diversification were to change, however, and become less restrictive than the
Fund's current policies, this Fund may not be able to take advantage of that
change without seeking shareholder approval.
Pioneer Europe Select Equity Fund currently has an additional fundamental
policy on diversification that prohibits the Fund from holding more than 10% of
the voting securities of any one issuer. This fundamental policy is more
restrictive than the 1940 Act because it applies to all of the Fund's assets
rather than 75%. The Fund believes that this additional fundamental policy
relating to diversification is unnecessary.
Pioneer Global High Yield Fund currently is not classified as a
diversified investment company under the 1940 Act and thus is not required by
the 1940 Act to limit investments in individual issuers. Like most mutual
funds, however, the Fund is required among other things to comply with issuer
diversification requirements applicable to regulated investment companies under
the Internal Revenue Code because the Fund receives, and intends to continue to
receive, favorable U.S. federal income tax benefits offered to mutual funds by
the Internal Revenue Code. Nothing under the 1940 Act or the Internal Revenue
Code, however, requires a fund to adopt as a fundamental policy the Internal
Revenue Code's issuer diversification requirements applicable to regulated
investment companies in order to receive those benefits. As a result, the Fund
believes that this fundamental policy relating to diversification for purposes
of the Internal Revenue Code is unnecessary.
As noted above, if a diversified Fund wishes to become non-diversified in
the future, the diversified Fund would need to obtain shareholder approval of
that change. Until that approval is obtained, the diversified Fund must
continue to comply with the diversification requirements of the 1940 Act. This
is true despite the elimination of the diversified Fund's fundamental policy on
diversification.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-I: Convert the Fund's investment objective or objectives from
fundamental to non-fundamental.
Funds affected: All Funds except Pioneer Independence Fund and Pioneer Select
Value Fund.
Proposal. If shareholders of a Fund approve this proposal, the Fund's
investment objective or objectives will become non-fundamental, meaning that
the investment objective or objectives may be changed without shareholder
approval if the Board believes that it is in the best interests of shareholders
to do so. There are no current plans to change the investment objective or
objectives of any of these Funds.
Discussion. The 1940 Act does not require that a fund's investment
objective be fundamental, and, in fact, it is common for funds to have
non-fundamental investment objectives. If a fund's investment objective is
non-fundamental, the objective may be changed by the fund's board if the board
determines that it is in the best interests of shareholders to do so.
If the Fund is able to change its investment objective or objectives
without shareholder approval, the Fund will have flexibility to respond to
changing conditions in a manner that the Fund's Board determines to be in the
best interests of Fund
56
shareholders without the expense and delay of seeking further shareholder
approval. Shareholders, however, would be given prior written notice, typically
at least 60 days in advance, of any material change in the Fund's investment
objective or objectives.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-J: Remove the fundamental policy relating to the purchase of illiquid
securities.
Fund affected: Pioneer Tax Free Income Fund.
Proposed elimination of fundamental policy. If shareholders of the Fund
approve this proposal, the Fund's current fundamental policy concerning
purchases of illiquid securities will be eliminated.
Current fundamental policy. The Fund's current fundamental policy relating
to the purchase of illiquid securities is as follows:
The Fund may not knowingly purchase or otherwise acquire any securities
which are subject to legal or contractual restrictions on resale or which
are not readily marketable, or purchase the securities of any other
investment company, except that it may make purchases of securities of
investment companies in accordance with its investment objective, policies,
and restrictions or as part of a merger, consolidation or acquisition of
assets.
Discussion. The 1940 Act does not require that a fund have a fundamental
policy relating to investments in illiquid securities. The current SEC staff
position generally limits a fund's holdings of illiquid securities to 15% of
net assets. If the Fund's current fundamental policy is eliminated, the Fund
will, like many mutual funds, be able to invest a portion of its assets in
illiquid securities, but it will remain subject to the position of the SEC's
staff with respect to the purchase of illiquid securities, as that position may
change from time to time. The Fund also will be subject to any other
limitations on the purchase of illiquid securities imposed by the Fund's Board
or investment adviser or any sub-adviser from time to time, as well as the
Fund's other investment policies.
Risks of purchasing illiquid securities include the risk that the Fund may
not be able to dispose of them in a timely manner or at the prices at which the
Fund has valued them. This could restrict the Fund's ability to raise cash for
other investments or to respond to shareholder redemption requests. These
securities may also be difficult to value accurately.
This change is designed to afford the Fund the maximum flexibility
permitted under law from time to time. Pioneer has advised the Board that the
proposed change, if adopted, is not expected to materially affect the manner in
which the Fund's investment program is conducted at this time, as described in
the prospectus and the statement of additional information.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-K: Remove the fundamental policy relating to purchasing securities on
margin.
Fund affected: Pioneer Cash Reserves Fund.
Proposed elimination of fundamental policy. If shareholders of the Fund
approve this proposal, the Fund's current fundamental policy prohibiting the
Fund from purchasing securities on margin will be eliminated.
Current fundamental policy. The Fund's current fundamental policy relating
to purchasing securities on margin is as follows:
The Fund may not purchase securities on margin.
Discussion. The 1940 Act does not require that a fund have a fundamental
policy relating to purchasing securities on margin. Margin purchases involve
borrowing money from a broker to purchase securities. The risks associated with
purchasing securities on margin are generally similar to those of borrowing
money. Borrowing may cause the value of a fund's shares to be more volatile
than if the fund did not borrow. This is because borrowing tends to magnify the
effect of any increase or decrease in the value of the fund's portfolio
holdings. Borrowed money thus creates an opportunity for greater gains, but
also greater losses. There are also costs associated with borrowing money, and
these costs would offset and could eliminate a fund's net investment income in
any given period.
The Fund believes that this fundamental policy is unnecessary and may be
unduly restrictive. The Fund's ability to borrow is governed by the Fund's
policy on borrowing discussed in Proposal 3-A. To the extent that purchasing
securities on margin may be considered the issuance of a senior security, the
issuance of senior securities is governed by the Fund's policy on
57
senior securities discussed in Proposal 3-D. The Fund believes that the Fund's
investment policies and the 1940 Act's rules governing the purchase of
securities on margin provide adequate protection on this topic. If this
fundamental policy is eliminated, the Fund will be permitted to purchase
securities on margin subject to the Fund's other investment policies and
applicable law. Shareholders should note that it is the current position of the
SEC staff that purchasing securities on margin by a mutual fund constitutes the
issuance of a senior security by the fund that is not permitted by the 1940 Act.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-L: Remove the fundamental policy relating to short sales.
Fund affected: Pioneer Cash Reserves Fund.
Proposed elimination of fundamental policy. If shareholders of the Fund
approve this proposal, the Fund's current fundamental policy prohibiting the
Fund from making short sales of securities will be eliminated.
Current fundamental policy. The Fund's current fundamental policy relating
to short sales is as follows:
The Fund may not make short sales of securities.
Discussion. A short sale involves the sale of a security that is borrowed
from a broker or other institution to complete the sale. Short sales expose a
fund to the risk that the fund will be required to acquire, convert or exchange
securities to replace the borrowed securities at a time when the securities
sold short have appreciated in value, thus resulting in a loss to the fund.
Other risks and costs to a fund of engaging in short sales include that the
fund may be required to sell securities it would otherwise retain in order to
raise cash to replace the borrowed securities, thus foregoing possible gains
and/or selling at inopportune times, as well as incurring transaction costs.
Under the 1940 Act, a fund is restricted from making short sales unless the
sale is "against the box" and the securities sold are segregated, or the fund's
obligation to deliver the securities sold short is "covered" by segregating
cash or liquid securities in an amount equal to the market value of the
securities sold short. A sale is not made "against the box" if a fund sells a
security it does not own in anticipation of a decline in market price. Losses
from short sales can theoretically be unlimited, although, as noted above,
under the 1940 Act, a fund is required to "cover" its exposure under any short
position.
Mutual funds are not required to have a fundamental policy about engaging
in short sales. The Fund believes that this fundamental policy is unduly
restrictive. There may be circumstances in which the Fund's investment adviser
or any sub-adviser believes that a short sale is in the best interests of the
Fund. If this fundamental policy is eliminated, the Fund will be able to engage
in short sales subject to the Fund's other investment policies and applicable
law. Before the Fund engages in short sales to any material extent, the Fund's
Board will approve such practice and, if it is necessary or appropriate, the
Fund's prospectus or statement of additional information will be revised to
disclose the practice. The Fund will be subject to any limitation on engaging
in short sales imposed by the Fund's Board, investment adviser or any
sub-adviser from time to time, as well as the Fund's other investment policies.
This change is designed to afford the Fund the maximum flexibility
permitted under law from time to time. Pioneer has advised the Board that the
proposed change, if adopted, is not expected to materially affect the manner in
which the Fund's investment program is conducted at this time, as described in
the prospectus and the statement of additional information.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-M: Remove the fundamental policy relating both to purchasing
securities on margin and making short sales.
Fund affected: Pioneer Tax Free Income Fund.
Proposed elimination of fundamental policy. If shareholders of the Fund
approve this proposal, the Fund's current fundamental policy prohibiting the
Fund from purchasing securities on margin and making short sales of securities
will be eliminated.
Current fundamental policy. The Fund's current fundamental policy relating
to purchasing securities on margin and making short sales is as follows:
The Fund may not make short sales of securities or purchase any securities
on margin, except for such short-term credits as are necessary for the
clearance of transactions and margin payments in connection with options,
financial futures contracts and options on financial futures contracts.
58
Discussion. The Fund currently has a policy that prohibits both the making
of short sales of securities and the purchase of securities on margin. For
discussions on purchasing securities on margin and making short sales of
securities, please see Proposals 3-K and 3-L, respectively. As noted in those
Proposals, the Fund believes that these restrictions are unnecessary and unduly
restrictive. If this fundamental policy is eliminated, the Fund will be able to
purchase securities on margin and engage in short sales subject to the Fund's
other investment policies and applicable law.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-N: Remove the fundamental policy relating to investments in other
investment companies.
Fund affected: Pioneer Cash Reserves Fund and Pioneer Tax Free Income Fund.
Proposed elimination of fundamental policy. If shareholders of a Fund
approve this proposal, the Fund's current fundamental policy prohibiting the
Fund from purchasing securities of other investment companies or investment
trusts will be eliminated.
Current fundamental policy. Each Fund's current fundamental policy
relating to investments in other investment companies is as follows:
- ----------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ----------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund The Fund may not purchase the securities of other investment
companies or investment trusts, unless they are acquired as part of a
merger, consolidation or acquisition of assets.
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund The Fund may not knowingly purchase or otherwise acquire any
securities which are subject to legal or contractual restrictions on
resale or which are not readily marketable, or purchase the securities
of any other investment company, except that it may make purchases
of securities of investment companies in accordance with its
investment objective, policies, and restrictions or as part of a merger,
consolidation or acquisition of assets.
- ----------------------------------------------------------------------------------------------------------------
Discussion. The 1940 Act addresses the extent to which mutual funds may
invest in other funds. Until recently, the 1940 Act limited these investments
to relatively small percentages of fund assets unless a master-feeder or
fund-of-funds structure was utilized. Outside of the master-feeder or
fund-of-funds structures and subject to certain other exceptions, the 1940 Act
limited a fund's investments in a single investment company to 3% of the
purchased investment company's outstanding voting stock and to 5% of the fund's
total assets and capped a fund's investments in all investment companies at 10%
of the fund's total assets. Recent rule changes now permit funds to invest an
unlimited portion of their assets in affiliated investment companies, though
investments in unaffiliated investment companies still are subject to certain
limitations. In addition, the SEC has recently granted exemption from the 1940
Act limits for funds investing in certain exchange-traded funds.
Because of the existing 1940 Act limitations and in light of the recent
changes to, and exemptions from, these limitations, the Fund believes that its
existing fundamental policy is unnecessary and may be unduly restrictive. If
the Fund's fundamental policy on this topic is eliminated, the Fund will be
able to invest in other investment companies to the fullest extent permitted by
the 1940 Act and related interpretations, as in effect from time to time, and
the Fund's other investment policies.
Mutual funds invest in other investment companies for a variety of
reasons. Using a master-feeder structure may provide access to a larger
investment portfolio and may increase opportunities for economies of scale.
Using a fund-of-funds structure may provide access to a broader investment
portfolio or mix of investment styles and strategies. Investing in investment
companies also is a way to equitize cash in a fund's portfolio and achieve
investment exposure to a particular asset class or type of investment.
When a fund invests in other funds, it bears not only its own expenses but
also its proportionate share of the operating expenses of the other funds.
59
This change is designed to afford each Fund the maximum flexibility
permitted under law from time to time. Pioneer has advised the Board that the
proposed change, if adopted, is not expected to materially affect the manner in
which each Fund's investment program is conducted at this time, as described in
the prospectus and the statement of additional information.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-O: Remove the fundamental policy relating to pledging or guaranteeing
assets.
Funds affected:
Pioneer Emerging Markets Fund Pioneer International Equity Fund
Pioneer Equity Income Fund Pioneer International Value Fund
Pioneer Europe Select Equity Fund Pioneer Small Cap Value Fund
Pioneer Independence Fund Pioneer Tax Free Income Fund
Proposed elimination of fundamental policy. If shareholders of a Fund
approve this proposal, the Fund's current fundamental policy prohibiting the
Fund from guaranteeing the securities of another company and/or pledging or
otherwise encumbering its securities will be eliminated.
Current fundamental policies. The Funds' current fundamental policies
relating to pledging or guaranteeing assets are as follows:
- ----------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- ----------------------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund The Fund may not guarantee the securities of any other company, or
Pioneer Europe Select Equity Fund mortgage, pledge, hypothecate, assign or otherwise encumber as
Pioneer Independence Fund security for indebtedness its securities or receivables in an amount
Pioneer International Equity Fund exceeding the amount of the borrowing secured thereby.
Pioneer Small Cap Value Fund
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund The Fund may not pledge, mortgage, or hypothecate its assets, except
Pioneer International Value Fund to secure indebtedness permitted by the current fundamental policy
relating to borrowing and then only if such pledging, mortgaging or
hypothecating does not exceed 33 1/3% of the Fund's total assets taken
at market value.
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund The Fund may not pledge, mortgage or hypothecate its assets,
except that, to secure borrowings permitted by the fundamental
policy on borrowing money, it may pledge securities having a market
value at the time of pledge not exceeding 5% of the value of the
Fund's total assets.
- ----------------------------------------------------------------------------------------------------------------
Discussion. The Funds currently have two different types of policies
concerning pledging or guaranteeing assets. Some Funds are prohibited from
pledging, mortgaging or hypothecating of Fund assets, except to secure
borrowings consistent with its borrowing policy, and further prohibit, in any
case, the pledging of securities exceeding 33 1/3% of the value of the Fund's
total assets (5% in the case of Pioneer Tax Free Income Fund). The other Funds
are prohibited from pledging, mortgaging, or hypothecating securities in an
amount exceeding the amount secured by the Fund's borrowing.
The Funds believe these fundamental policies are unduly restrictive and
may prevent a Fund's investment adviser or any sub-adviser from acting in a
manner the adviser or the sub-adviser believes to be in the best interests of
shareholders. If these fundamental policies are eliminated, a Fund will be able
to pledge its assets and guarantee the securities of another company without
limitation, subject to the Fund's other investment policies and applicable law
and interpretations. Pledges of assets and guarantees of obligations of others
are subject to many of the same risks associated with borrowings and, in
addition, are subject to the credit risk of the obligor for the underlying
obligations. To the extent that pledging or guaranteeing assets
60
may be considered the issuance of senior securities, the issuance of senior
securities is governed by the Fund's policies on senior securities discussed in
Proposal 3-D.
Shareholders should note that in 1973, the SEC staff took the position in
a no-action letter that a mutual fund could not pledge 100% of its assets
without a compelling business reason. In the same no-action letter, the staff
stated that it was the general practice in the banking community to require
less than 300% collateralization on loans. In more recent no-action letters,
including letters that address the same statutory provision of the 1940 Act
(Section 17) addressed in the 1973 letter, the SEC staff has not mentioned any
limitation on the amount of collateral that may be pledged to support credit
obtained. This does not mean that the staff's position on this issue has
changed.
The Funds currently intend to pledge their assets only to support their
respective investment practices. It is impossible to predict what the lending
terms will be when a Fund decides to borrow money, and whether more than 300%
collateral coverage would be required. Assets used as collateral cannot be sold
by the Fund unless they are replaced with other appropriate assets, and, as a
result, a commitment of a large portion of a Fund's assets as collateral could
impede portfolio management or the Fund's ability to meet redemption requests
or other current obligations. In any event, the Fund would take into account
any then-applicable legal guidance, would be guided by the judgment of the
Fund's Board and its adviser regarding the terms of any credit facility or
arrangement, including any collateral required, and would not pledge more
collateral than, in their judgment, is necessary for the Fund to obtain the
credit sought.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-P: Remove the fundamental policy relating to investments made for
the purpose of exercising control or management of issuers.
Funds affected: Pioneer Cash Reserves Fund and Pioneer Europe Select Equity
Fund.
Proposed elimination of fundamental policy. If shareholders of a Fund
approve this proposal, the Fund's current fundamental policy prohibiting the
Fund from investing in companies for the purpose of exercising control or
management of the company will be eliminated.
Current fundamental policies. The Funds' current fundamental policies
relating to investments made for the purpose of exercising control or
management of issuers are as follows:
- -------------------------------------------------------------------------------------------------------------
Fund Current Fundamental Policy
- -------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund The Fund may not invest in companies for the purpose of exercising
control or management.
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund The Fund may not purchase securities for the purpose of controlling
management of other companies.
- -------------------------------------------------------------------------------------------------------------
Discussion. Investing for control of a company may subject a Fund to
liability beyond the amount of its investment. The Fund could be liable to
shareholders of the company, regulators and others for actions taken by the
Fund or the company or on their behalf. The Funds currently intend to invest
for control of a company only when and if, in the judgment of the Board, its
investment adviser or any sub-adviser, such investment is advisable to protect
the value of the Fund's investment or where the potential for gain is believed
to outweigh the associated risks.
The Funds' current fundamental policies relating to the exercise of
control or management of issuers are believed initially to have been adopted in
response to requirements imposed under certain states' securities laws and/or
other restrictions that no longer apply to the Funds and are not required by
the 1940 Act. The elimination of these policies will simplify each Fund's
compliance requirements and will provide the Fund's investment adviser or any
sub-adviser greater flexibility to invest the Fund's assets as it deems
appropriate, consistent with applicable law and the Fund's investment
objectives and other investment policies. Even if the policy is eliminated,
there exist currently practical and legal impediments to investing for the
purpose of obtaining control.
Your Board recommends that you vote "FOR" this proposal.
61
Proposal 3-Q: Remove the fundamental policy relating to investments in
affiliates.
Fund affected: Pioneer Tax Free Income Fund.
Proposed elimination of fundamental policy. If shareholders of the Fund
approve this proposal, the Fund's current fundamental policy relating to
investments in affiliates will be eliminated.
Current fundamental policy. The Fund's current fundamental policy relating
to investments in affiliates is as follows:
The Fund may not purchase or retain the securities of any issuer other
than the securities of the Fund, if, to the Fund's knowledge, those officers
and trustees of the Fund, or of the investment adviser or underwriter, who own
individually or beneficially more than 1/2 of 1% of the outstanding securities
of such issuer together own beneficially more than 5% of such outstanding
securities.
Discussion. The 1940 Act prohibits certain transactions between a fund and
its affiliates and limits the ability of a fund to invest in securities of its
affiliates. The Fund believes that it is unnecessary to have a fundamental
policy that goes beyond the 1940 Act. The Fund's current fundamental policy on
purchasing securities of affiliates is more restrictive than the 1940 Act
limitations on investing in affiliates. If this fundamental policy is
eliminated, the Fund would be able to invest in affiliates so long as those
transactions comply with applicable law, including the 1940 Act.
The Fund's current fundamental policy relating to investments in
affiliates is believed initially to have been adopted in response to
requirements imposed under certain states' securities laws and/or other
restrictions that no longer apply to the Fund and are not required by the 1940
Act. The elimination of this policy will simplify the Fund's compliance
requirements and will provide the Fund's investment adviser or any sub-adviser
greater flexibility to invest the Fund's assets as it deems appropriate,
consistent with applicable law and the Fund's investment objective and other
investment policies.
Your Board recommends that you vote "FOR" this proposal.
Proposal 3-R: Remove the fundamental policy relating to investments in
convertible debt securities rated below investment grade.
Fund affected: Pioneer Europe Select Equity Fund.
Proposed elimination of fundamental policy. If shareholders of the Fund
approve this proposal, the Fund's current fundamental policy concerning
investments in convertible debt securities rated below investment grade will be
eliminated.
Current fundamental policy. The Fund's current fundamental policy relating
to investments in convertible debt securities rated below investment grade is
as follows:
The Fund may not invest more than 5% of its total assets in convertible
debt securities rated by a national ratings agency below investment grade.
Discussion. The Fund believes that this fundamental policy limiting
investments in convertible debt securities rated below investment grade is
unduly restrictive. The Fund's current fundamental policy is not required by
the 1940 Act. Moreover, although the Fund has no current intention to increase
its investment in those types of securities, the elimination of this policy
will simplify the Fund's compliance requirements. It also will provide the
Fund's investment adviser or any sub-adviser greater flexibility to invest the
Fund's assets as it deems appropriate, consistent with applicable law and the
Fund's investment objective and other investment policies.
Your Board recommends that you vote "FOR" this proposal.
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PROPOSAL 4 -- TO APPROVE AN AMENDED AND RESTATED MANAGEMENT AGREEMENT
WITH PIONEER INVESTMENT MANAGEMENT, INC.
Funds affected: All Funds except Pioneer Global Diversified Equity Fund and
Pioneer Global Aggregate Bond Fund.
Introduction
You are being asked to approve an amended and restated management
agreement ("Amended and Restated Management Agreement") between the Fund and
its investment adviser, Pioneer. The 1940 Act requires that each management
agreement for a Fund and any material amendments thereto be approved by the
shareholders of the Fund in order for it to become effective. At Board meetings
held on January 8, 2008, and for the reasons discussed below (see "Board
Evaluation of the Amended and Restated Management Agreement"), your Board,
including a majority of the Independent Trustees, approved the Amended and
Restated Management Agreement for your Fund and recommended its approval by the
shareholders of the Fund. If the shareholders of a Fund do not approve the
Amended and Restated Management Agreement, Pioneer will continue to manage the
Fund pursuant to the terms of the existing management agreement ("Current
Management Agreement").
Your Board recommends that you vote in favor of this proposal because the
Amended and Restated Management Agreement updates the terms of your Fund's
Current Management Agreement to reflect current industry practices. The Amended
and Restated Management Agreement will standardize the terms of the management
agreements for all of the Funds. Adopting standard terms for all management
agreements is expected to streamline the Boards' approval of management
agreements in the future and the Boards' and management's administration and
monitoring of performance of the management agreements. There will be no
decrease in services provided by Pioneer and no increase in management fees
under any Fund's Amended and Restated Management Agreement.
Investment Adviser
Pioneer serves as the investment adviser to each of the Funds. Under the
Current Management Agreement with each Fund, Pioneer regularly provides the
Fund with investment research, advice and supervision, and furnishes
continuously an investment program for the Fund. Under the Amended and Restated
Management Agreement, if approved, Pioneer will provide the same services and a
continuous investment program for each Fund. Pioneer is a direct, wholly-owned
subsidiary of Pioneer Investment Management USA Inc. and 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 and
institutional and other clients. Pioneer is located at 60 State Street, Boston,
Massachusetts 02109.
The name and principal occupation of the directors and principal executive
officer of Pioneer are as set forth below. The principal address of each
individual as it relates to his duties at Pioneer is the same as that of
Pioneer. No Trustee of any Fund, except as noted below, is a director, officer
or employee of Pioneer.
- ---------------------------------------------------------------------------------------------------------------
Name and Position with Pioneer Principal Occupation
- ---------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury Director, CEO and President of PIM-USA, Pioneer and Pioneer
President, Chief Executive Institutional Asset Management, Inc. (since March 2007); Executive
Officer and Director Vice President of all Pioneer Funds (since March 2007); and Director
of PGAM (since March 2007)
- ---------------------------------------------------------------------------------------------------------------
John F. Cogan, Jr. Deputy Chairman and a Director of Pioneer Global Asset Management
Director S.p.A. ("PGAM"); Non-Executive Chairman and a Director of Pioneer
Investment Management USA Inc. ("PIM-USA"); Chairman and a
Director of Pioneer; Chairman and Director of Pioneer Institutional
Asset Management, Inc. (since 2006); Director of Pioneer Alternative
Investment Management Limited (Dublin); President and a Director of
Pioneer Alternative Investment Management (Bermuda) Limited and
affiliated funds; Director of Nano-C, Inc. (since 2003); Director of Cole
Management Inc. (since 2004); President of all Pioneer Funds; and Of
Counsel, Wilmer Cutler Pickering Hale and Dorr LLP
- ---------------------------------------------------------------------------------------------------------------
Certain Trustees or officers of the Funds also are directors and/or
officers of certain of UniCredito Italiano S.p.A.'s subsidiaries.
63
The date of each Current Management Agreement, the date on which the
agreement was approved by shareholders of the applicable Fund and the
contractual investment advisory fees payable to Pioneer as investment adviser
to the Fund are set forth in Part II, Section 4, of this Joint Proxy Statement.
Aggregate advisory fees paid to Pioneer during the last fiscal year are set
forth in Part II, Section 5, of this Joint Proxy Statement. The continuation of
each Current Management Agreement was last approved by the applicable Board on
the date shown in Part II, Section 4, of this Joint Proxy Statement.
Comparison of Amended and Restated Management Agreement with Current Management
Agreements
Set forth below is a general description of the terms of the Amended and
Restated Management Agreement and a general comparison with the terms of the
Current Management Agreements. A detailed comparison of the terms of the
Amended and Restated Management Agreement and the Current Management Agreements
is set forth in Part II, Section 15, of this Joint Proxy Statement. You should
refer to the copy of the form of Amended and Restated Management Agreement in
Part II, Section 16, of this Joint Proxy Statement for the complete terms of
the Amended and Restated Management Agreement.
Investment Management Services. The Amended and Restated Management
Agreement of each Fund provides that, subject to the supervision of the Fund's
Board, Pioneer regularly provides the Fund with investment research, advice,
management and supervision, and furnishes a continuous investment program for
the Fund's portfolio of securities and other investments consistent with the
Fund's investment objectives, policies and restrictions. Pioneer determines
from time to time what securities and other investments will be purchased,
retained or sold by the Fund and implements those decisions, all subject to the
provisions of each Fund's governing documents, the 1940 Act and any specific
policies adopted by the Fund's Board and disclosed to Pioneer. The Current
Management Agreement requires that Pioneer provide management services of the
same nature and scope as the services to be provided to each Fund under the
Amended and Restated Management Agreement.
Under the Amended and Restated Management Agreement, Pioneer is authorized
to place orders pursuant to its investment determinations for the Fund either
directly with the issuer or with any broker or dealer, foreign currency dealer,
futures commission merchant or others selected by it. Except as described in
the Amended and Restated Management Agreement, Pioneer will seek the best
execution available in the selection of brokers and dealers and the placing of
orders for the Funds. In assessing the best execution available for any
transaction, Pioneer may consider factors it deems relevant, including the size
and type of transaction, the nature and character of the markets for the
security to be purchased or sold, the execution capabilities and financial
condition of the broker or dealer, and the reasonableness of the commission or
dealer spread, if any (whether for a specific transaction or on a continuing
basis). Subject to applicable law, Pioneer may select brokers or dealers who
also provide brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) to the Fund and/or the other accounts over which Pioneer or its
affiliates exercise investment discretion. Pioneer is authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Fund which is in excess of the
amount of commission or spread another broker or dealer would have charged for
effecting that transaction if Pioneer determines in good faith that such amount
of commission is reasonable in relation to the value of the brokerage and
research services provided by that broker or dealer. This determination may be
viewed either in terms of that particular transaction or the overall
responsibilities that Pioneer and its affiliates have with respect to accounts
over which they exercise investment discretion. The Current Management
Agreements contain similar provisions. The Current Management Agreements for
certain Funds contain provisions that do not reflect the prohibition of Rule
12b-1(h), recently adopted under the 1940 Act, against directing brokerage to
compensate a broker for selling Fund shares. The Amended and Restated
Management Agreement does not refer specifically to Rule 12b-1(h), but the
Funds nonetheless are subject to its prohibition against directing brokerage to
compensate a broker for selling Fund shares.
The Amended and Restated Management Agreement provides that Pioneer will
provide advice and recommendations with respect to other aspects of the
business and affairs of the Fund, and exercise voting rights, rights to consent
to corporate action and any other rights pertaining to the Fund's portfolio
securities, subject to such direction as the Board may provide, and will
perform such other functions of investment management and supervision as may be
directed by the Board. The Current Management Agreements do not contain similar
provisions, but Pioneer currently provides to the Funds services of the types
described in the preceding sentence.
The Amended and Restated Management Agreement contains a clarification,
not included in the Current Management Agreements, that Pioneer shall not be
deemed to have assumed or have responsibility for any functions specifically
assumed by any administrator, transfer agent, Fund accounting agent, custodian,
shareholder servicing agent or other agent employed by the Trust or a Fund to
perform such functions.
64
Fees. Under the Current Management Agreement, each Fund pays Pioneer, as
compensation for its services, a fee computed at an annual rate as shown in
Part II, Section 4, of this Joint Proxy Statement. The fee payable by each Fund
under its Amended and Restated Management Agreement will be computed at the
same annual rate. There is no change in the fee payable by any Fund under the
Amended and Restated Management Agreement.
Payment of Expenses. The Current Management Agreements provide that
Pioneer will pay or reimburse the Trust for all expenses not specifically
assumed by the Trust in the Current Management Agreements where such expenses
are incurred by the Manager or the Trust in connection with the management of
the affairs of, and the investment and reinvestment of the assets of, the
Trust, and that the applicable Trust will assume and pay for certain charges
and expenses of the Trust and the Fund, including without limitation
accounting, pricing and appraisal services, charges and expenses of auditors,
the custodian, transfer agent, plan agent, dividend disbursing agent or
registrar, taxes, insurance premiums, registration fees, expenses of
shareholders' and Trustees' meetings, costs of printing and distributing
prospectuses, notices, proxies and reports, 12b-1 fees and brokers' and
underwriting commissions.
The Amended and Restated Management Agreement requires Pioneer to furnish
all necessary services, facilities and personnel in connection with the
performance of its services under the Amended and Restated Management
Agreement, and states that, except as specifically indicated therein, Pioneer
is not responsible for any of the Trust's or the Fund's ordinary or
extraordinary expenses. Pioneer also serves as each Fund's administrator, and
concurrently with execution of the Amended and Restated Management Agreement,
Pioneer will enter into an amended and restated administration agreement with
the Fund. The amended and restated administration agreement will provide that
Pioneer will pay or reimburse the Trust for all expenses not specifically
assumed by the Trust under that agreement, and that the Trust will assume and
pay for charges and expenses of the Trust and the Fund to the same extent the
Trust and the Fund pay charges and expenses under the Current Management
Agreement. If the Amended and Restated Management Agreement had been in effect
for any Fund for the last two years in lieu of the Current Management
Agreement, expenses paid by the Fund would have been the same as the actual
expenses paid by the Fund under its Current Management Agreement. Pioneer will
continue to be obligated to pay or reimburse Trust and Fund expenses not
specifically assumed by the Trust, but pursuant to the amended and restated
administration agreement rather than pursuant to the Amended and Restated
Management Agreement. Unlike the Amended and Restated Management Agreement, the
administration agreement may be entered into, and subsequently amended, by
agreement of the administrator and the Board, without shareholder approval.
Consequently, one effect of moving the expense reimbursement/ payment
obligations from the management agreement to the amended and restated
administration agreement will be to authorize the Board to reallocate expense
payment obligations to the Funds without shareholder approval.
The Current Management Agreement for each of Pioneer Protected Principal
Plus Fund and Pioneer Protected Principal Plus Fund II contains a provision,
not contained in the other Current Management Agreements, that requires the
Fund to pay fees and other amounts due under a financial warranty or guarantee
agreement (a "Guarantee Agreement"). Each Guarantee Agreement provides that, if
the Fund does not have sufficient assets to redeem shares at the guaranteed
amount, the guarantor will fund the shortfall. The Amended and Restated
Management Agreements for Pioneer Protected Principal Plus Fund and Pioneer
Protected Principal Plus Fund II contain similar provisions.
The Current Management Agreements require Pioneer to pay or reimburse the
Trust for any compensation paid by the Trust or a Fund to Trustees or officers
who are affiliated with or "interested persons" (as defined in the 1940 Act) of
Pioneer. The Current Management Agreements for certain Funds(3) instead contain
a requirement that Pioneer pay or reimburse compensation of Trustees or officers
who are "affiliated persons" (as defined in the 1940 Act) of Pioneer. The
Amended and Restated Management Agreement states that Pioneer will pay or
reimburse the Trust for compensation paid to the Trustees who are affiliated
persons of Pioneer and officers of the Trust as such, except as the Board may
decide. The Funds will continue to be responsible for the payment of
compensation to the Independent Trustees.
- -----------
(3) These Funds include: Pioneer Protected Principal Plus Fund II, Pioneer Real
Estate Shares, Pioneer Research Fund, Pioneer Select Growth Fund, Pioneer
Select Value Fund, Pioneer Oak Ridge Large Cap Growth Fund, Pioneer Oak
Ridge Small Cap Growth Fund, Pioneer AmPac Growth Fund, Pioneer AMT-Free CA
Municipal Fund, Pioneer AMT-Free Municipal Fund, Pioneer Growth Leaders
Fund, Pioneer Growth Opportunities Fund, Pioneer Small and Mid Cap Growth
Fund, Pioneer Tax Free Money Market Fund, Pioneer Cullen Value Fund,
Pioneer Classic Balanced Fund, Pioneer Government Income Fund, Pioneer
Institutional Money Market Fund, Pioneer Treasury Reserves Fund, Pioneer
Global Select Equity Fund, Pioneer High Income Municipal Fund, Pioneer Oak
Ridge All Cap Growth Fund, Pioneer Select Research Growth Fund, Pioneer
Select Research Value Fund, Pioneer Floating Rate Fund, Pioneer Short Term
Income Fund and Pioneer Value Fund.
65
The Amended and Restated Management Agreement acknowledges that Pioneer
may provide other services, such as administrative services, to the Fund
pursuant to separate contracts approved by the Board and receive compensation
for such services as specified in the contracts. The Current Management
Agreements do not explicitly address the provision of additional services.
Investment Subadvisers. The Amended and Restated Management Agreement
authorizes Pioneer or the Fund to enter into contracts with investment
subadvisers (including affiliates of Pioneer). Pioneer is not accountable to
the Trust or the Fund or shareholders for any loss or liability relating to
specific investments selected by the subadviser. The Current Management
Agreements contain similar provisions. If Pioneer contracts with a subadviser,
as permitted under the Amended and Restated Management Agreement, Pioneer would
pay the subadvisory fees, unless the Board agrees otherwise.
Potential Conflicts of Interest. The Amended and Restated Management
Agreement specifically provides that personnel of Pioneer, even if serving the
Fund as a Trustee, officer or employee, may engage in any other business or
devote his or her time and attention in part to the management or other aspects
of any other business, whether of a similar nature or a dissimilar nature.
Pioneer may engage in any other business or render services of any kind,
including investment advisory and management services, to any other fund, firm,
individual or association. The Current Management Agreements contain similar
provisions but do not specifically address the ability of any Pioneer director,
officer or employee to engage in any other business or render services of any
kind. Pioneer's Code of Ethics, which remains in effect, states Pioneer's
policy that advisory persons and others subject to the Code of Ethics must
conduct themselves in such a manner as to avoid any actual or potential
conflict of interest with any client of Pioneer.
The Amended and Restated Management Agreement also provides that if the
purchase or sale of securities consistent with the investment policies of the
Fund and one or more other accounts of Pioneer are considered at or about the
same time, transactions in such securities must be allocated among the accounts
in a manner deemed equitable by Pioneer. Such transactions may be combined, in
accordance with applicable laws and regulations, consistent with Pioneer's
policies and procedures as presented to each Fund's Board from time to time.
The Current Management Agreements also authorize Pioneer to aggregate
securities sold or purchased for the Fund and other clients of Pioneer, to the
extent permitted by law, to obtain the best execution. In such cases, Pioneer
allocates the securities, as well as related expenses, in a manner it considers
the most equitable and consistent with its fiduciary obligations.
Limitation on Liability. The Amended and Restated Management Agreement
states that Pioneer assumes no responsibility other than to render the services
called for by the agreement, in good faith, and that Pioneer will not be liable
for any loss or other liability arising out of any investment or for any act or
omission in the execution of securities or other transactions for the Fund.
This limitation of liability applies to affiliates, partners, shareholders,
directors, officers and employees of Pioneer and its affiliates who may perform
services for the Fund contemplated by the Amended and Restated Management
Agreement. None of Pioneer nor any other such person is protected, however,
from liability by reason of its willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under the Amended and Restated
Management Agreement. The Current Management Agreements state that Pioneer will
not be liable for any error of judgment or mistake of law or any loss incurred
by reason of the adoption of any investment policy or the purchase, sale or
retention of any security or any recommendation of Pioneer, except that Pioneer
is not protected against liability to each Trust or its shareholders by reason
of its willful misfeasance, bad faith or gross negligence or reckless disregard
of its obligations and duties under the agreement. The Current Management
Agreements do not explicitly limit the liability of affiliates, partners,
shareholders, directors, officers and employees of Pioneer.
Term and Continuance. Each Current Management Agreement has been in effect
for an initial term and for successive one-year periods subject to such
continuance being approved annually in the manner required by the 1940 Act. If
approved by each Fund's shareholders, that Fund's Amended and Restated
Management Agreement would terminate, unless sooner terminated as set forth
therein, on December 31, 2009. Thereafter, if not terminated, the Amended and
Restated Management Agreement will continue in effect from year to year if such
continuance is specifically approved at least annually (a) by the Board, or (b)
by a vote of a majority of the outstanding voting securities of the Fund,
provided that in either event the continuance also is approved by a majority of
the Trustees who are not interested persons of a party to the Amended and
Restated Management Agreement.
Termination. The Amended and Restated Management Agreement may be
terminated at any time, without the payment of any penalty, by the Board or by
vote of a majority of the outstanding voting securities of the Fund, upon not
more than sixty (60) days' and not less than thirty (30) days' written notice
to Pioneer, or by Pioneer upon not less than sixty (60) days'
66
written notice to the Fund. The Amended and Restated Management Agreement will
terminate automatically in the event of its "assignment" (as defined in the
1940 Act). The Current Management Agreements may be terminated by the Board or
Pioneer on sixty (60) days' notice, and terminate automatically upon
assignment.
Board Evaluation of the Amended and Restated Management Agreement
At a meeting of the Boards held on January 8, 2008, the applicable Board
reviewed and considered an Amended and Restated Management Agreement between
Pioneer and each Fund, to determine whether the agreement should be approved
for an initial period ending December 31, 2009. Following their review and
consideration, the Trustees determined that the Amended and Restated Management
Agreements will enable shareholders of each of the Funds to continue to enjoy
high quality services at a cost that is appropriate, reasonable, and in the
best interests of the shareholders. The Boards, including the Independent
Trustees, approved the Amended and Restated Management Agreements to appoint
Pioneer as investment adviser to each of the Funds.
In reaching their decisions, the Trustees requested and obtained from
Pioneer such information as they deemed reasonably necessary to evaluate the
Amended and Restated Management Agreements. The Trustees also considered
information received in connection with the most recent approval or
continuation of each Current Management Agreement. On November 13, 2007, the
Board performed a full annual review of the Current Management Agreement for
each Fund as required by the 1940 Act. The Board determined that Pioneer had
the capabilities, resources and personnel necessary to provide the advisory
services then being provided and anticipated to be provided to each Fund, and
that the fees paid by each Fund, taking into account any applicable
breakpoints, represented reasonable compensation to Pioneer in light of the
services provided, as well as an appropriate sharing between Fund shareholders
and Pioneer of economies of scale in the management of each Fund at current and
anticipated asset levels.
The Boards, including the Independent Trustees, considered, among other
things, the following factors with respect to each Fund:
Nature, Extent and Quality of Services. The Trustees considered the
nature, extent and quality of the services provided by Pioneer to the Fund,
taking into account the investment objective and strategy of the Fund and the
information related to the Fund provided to the Trustees at each quarterly
meeting. The Trustees reviewed the terms of the Amended and Restated Management
Agreement. The Trustees also reviewed Pioneer's investment approach for the
Fund and its research process. The Trustees considered the resources of Pioneer
and the personnel of Pioneer who provide investment management services to the
Fund. They also considered Pioneer's compliance and legal resources and
personnel.
In addition, the Trustees considered the other services that Pioneer will
continue to provide to the Fund under the Amended and Restated Management
Agreement and that, as administrator, Pioneer would continue to be responsible
for the administration of the Fund's business and other affairs. It was noted
that Pioneer supervises and monitors the performance of the Fund's service
providers and provides the Fund with personnel (including officers) as are
necessary for the Fund's operations. The Trustees considered the fees paid to
Pioneer for the provision of such services.
Based on these considerations, the Trustees concluded that the nature,
extent and quality of services that Pioneer would continue to provide to the
Fund were satisfactory and consistent with the terms of the Amended and
Restated Management Agreement.
Performance of the Fund. The Trustees considered the performance results
of the Fund over various time periods. They reviewed information comparing the
Fund's performance with the average performance of its peer group of funds as
classified by Morningstar, Inc. ("Morningstar"), an independent provider of
investment company data, and with the performance of the Fund's benchmark
index. The Trustees considered the Fund's annualized total return relative to
the total returns of its peer group. The Trustees concluded that the investment
performance of the Fund was satisfactory.
Management Fee and Expenses. The Trustees considered information on the
fees and expenses of the Fund in comparison to the management fees of its peer
group of funds as classified by Morningstar and the expense ratios of a peer
group of funds selected on the basis of criteria determined by the Independent
Trustees for this purposes using data provided by Strategic Insight Mutual
Portfolio Research and Consulting, LLC ("Strategic Insight"), an independent
third party.
The Trustees considered the Fund's management fee for the twelve months
ended June 30, 2007 relative to the management fees paid by other funds in its
peer group Morningstar category for the comparable period. The Trustees also
67
considered the Fund's expense ratio for the twelve months ended June 30, 2007
relative to those of its Strategic Insight peer group.
The Trustees concluded that the management fee payable by the Fund to
Pioneer was reasonable in relation to the nature and quality of services
provided, taking into account the fees charged by other advisers for managing
comparable mutual funds with similar strategies. The Trustees also concluded
that the Fund's expense ratio was reasonable, taking into account the size of
the Fund, the quality of services provided by Pioneer and the investment
performance of the Fund.
Profitability. The Trustees considered information provided by Pioneer
regarding the profitability of Pioneer with respect to the advisory services
provided by Pioneer to the Fund, including the methodology used by Pioneer in
allocating certain of its costs to the management of the Fund. The Trustees
also considered Pioneer's profit margin in connection with the overall
operation of the Fund. They further reviewed the financial results realized by
Pioneer and its affiliates from non-fund businesses. The Trustees considered
Pioneer's profit margins with respect to the Fund in comparison to the limited
industry data available and noted that the profitability of any adviser was
affected by numerous factors, including its organizational structure and method
for allocating expenses. The Trustees recognized that Pioneer should be
entitled to earn a reasonable level of profit for the services provided to the
Fund. The Trustees concluded that Pioneer's profitability with respect to the
management of the Fund was not unreasonable.
Economies of Scale. The Trustees considered the economies of scale with
respect to the management of the Fund, whether the Fund had appropriately
benefited from any economies of scale, and whether there was potential for
realization of any further economies of scale. The Trustees noted, with respect
to certain of the Funds (as indicated in Part II, Section 4, of this Joint
Proxy Statement), breakpoints in the management fee schedule and reduced fee
rates above certain asset levels should result in a sharing of perceived or
actual economies of scale between Pioneer and the Fund.
The Trustees considered, with respect to each Fund that pays a management
fee at a fixed rate as a percentage of the Fund's net assets, without any
breakpoints, that the management fee rate paid by the Fund for the twelve
months ended June 30, 2007 (as indicated in Part II, Section 4, of this Joint
Proxy Statement) compared satisfactorily to the management fees paid by other
funds in the Fund's peer group Morningstar category for the comparable period.
Other Benefits. The Trustees considered the other benefits to Pioneer from
its relationship with the Fund. The Trustees considered that affiliates of
Pioneer serve as the Fund's transfer agent and distributor. The Trustees
further considered the intangible benefits to Pioneer by virtue of its
relationship with the Fund and the other Pioneer funds. The Trustees concluded
that the receipt of these benefits was reasonable in the context of the overall
relationship between Pioneer and the Fund.
The Trustees evaluated all information available to them on a Fund-by-Fund
basis, and their determinations were made separately in respect of each Fund.
The Trustees also based their decisions on the foregoing considerations, among
others, although they did not identify any that was all-important or
controlling of their discussions, and each Trustee attributed different weights
to the various factors.
Other Service Providers
Pioneer Funds Distributor, Inc. ("PFD"), an indirect wholly-owned
subsidiary of Pioneer Investment Management USA Inc., serves as principal
underwriter for the Funds. PFD is located at 60 State Street, Boston,
Massachusetts 02109.
Pioneer Investment Management Shareholder Services, Inc., 60 State Street,
Boston, Massachusetts 02109, acts as shareholder servicing and transfer agent
for the Funds.
Pioneer also has entered into an administration agreement with each Fund,
pursuant to which certain accounting, administration and legal services are
performed by Pioneer.
Additional Information
The tables set forth in Part II, Section 5, of this Joint Proxy Statement
show amounts paid to Pioneer and to affiliates of Pioneer during the most
recent fiscal year by each Fund for the services noted therein. There were no
other material payments by any Fund to Pioneer or any of its affiliates during
that period. No other person served as manager to any Fund during that period.
The aggregate brokerage commissions paid by each Fund to PFD, an
affiliated broker, during the most recent fiscal year also are set forth in
Part II, Section 5, of this Joint Proxy Statement. No other affiliated entity
provided brokerage services
68
to any Fund during that period, and PFD will continue to provide services to the
Funds after the Amended and Restated Management Agreements are approved.
Pioneer provides investment management services to other funds that may
have investment objectives and policies similar to those of certain of the
Funds. The table set forth in Part II, Section 6, of this Joint Proxy Statement
lists such other funds advised by Pioneer, the net assets of those funds and
the management fees payable by each Fund to Pioneer as a percentage of its
average daily net assets.
At its January 8, 2008, meeting, the Board reviewed information received
in connection with the most recent approval or continuation of each Current
Management Agreement and reaffirmed its findings, as described above, that
Pioneer had the capabilities, resources and personnel necessary to provide
advisory services to the Funds, and that the compensation payable to Pioneer
for its services was reasonable. Based on information provided by Pioneer at
that meeting and on their review of the terms of the Amended and Restated
Management Agreement, the Board concluded that there would be no material
change in the nature, scope or cost of services provided to any Fund and voted
to approve the Amended and Restated Management Agreement for each Fund.
Required Vote
To become effective with respect to a particular Fund, the Amended and
Restated Management Agreement must be approved by a "1940 Act Majority Vote" of
the outstanding interests in that Fund, as such term is defined above in "Vote
Required and Manner of Voting Proxies."
Your Board recommends that you vote "FOR" this proposal.
69
PROPOSAL 5 -- TO APPROVE A POLICY ALLOWING THE APPOINTMENT OF UNAFFILIATED
SUB-ADVISERS AND AMENDMENTS TO SUB-ADVISORY AGREEMENTS WITHOUT
SHAREHOLDER APPROVAL
Funds affected:
Pioneer Bond Fund Pioneer Real Estate Shares
Pioneer Emerging Markets Fund Pioneer Research Fund
Pioneer Equity Income Fund Pioneer AMT-Free CA Municipal Fund
Pioneer Europe Select Equity Fund Pioneer AMT-Free Municipal Fund
Pioneer High Yield Fund Pioneer Growth Opportunities Fund
Pioneer Independence Fund Pioneer Tax Free Money Market Fund
Pioneer International Equity Fund Pioneer Cullen Value Fund
Pioneer International Value Fund Pioneer Floating Rate Fund
Pioneer Cash Reserves Fund Pioneer Small Cap Value Fund
Pioneer Protected Principal Plus Fund Pioneer Strategic Income Fund
Pioneer Protected Principal Plus Fund II Pioneer Tax Free Income Fund
Introduction
You are being asked to approve a policy that, if adopted, would permit
Pioneer, subject to the approval of the Board of your Fund, to appoint
otherwise unaffiliated sub-advisers, enter into sub-advisory agreements and
amend existing sub-advisory agreements with otherwise unaffiliated sub-advisers
for your Fund without further shareholder approval (the "sub-adviser approval
policy"). The sub-adviser approval policy currently may not be used to approve
any sub-adviser that is affiliated with Pioneer, as that term is used in the
1940 Act, or to amend materially any sub-advisory agreement with an affiliated
sub-adviser. Instead, a special shareholder meeting would be called to permit
shareholders to approve any sub-advisory arrangement with an affiliated
sub-adviser. Currently, in order for Pioneer to appoint a sub-adviser or
materially modify a sub-advisory agreement, the Fund must call and hold a
shareholder meeting, create and distribute proxy materials, and solicit votes
from its shareholders. This process is time-intensive, costly and slow. Without
the delay inherent in holding shareholder meetings, the Fund would be able to
act more quickly to appoint a sub-adviser when the Board of the Fund and
Pioneer believe that the appointment would benefit the Fund. If the
shareholders of a Fund do not approve the sub-adviser approval policy,
decisions regarding a proposed sub-adviser for that Fund or a material change
to a sub-advisory agreement with respect to that Fund will continue to require
shareholder approval.
Your Board recommends that you vote in favor of this proposal to allow
Pioneer the flexibility to provide its investment advisory services to the Fund
through one or more sub-advisers that have particular expertise in the types of
investments on which the Fund focuses and provide Pioneer with the maximum
flexibility to select, supervise and evaluate sub-advisers -- without incurring
the necessary delay or expense of obtaining further shareholder approval --
because it will allow the Fund to operate more efficiently.
Proposed sub-adviser approval policy
Each of the Funds, along with other Funds and Pioneer, has received an
exemptive order of the SEC (the "exemptive order") for relief from the
provisions of Section 15(a) of the 1940 Act and Rule 18f-2 under the 1940 Act.
Provisions of the 1940 Act require that shareholders of a mutual fund approve a
sub-advisory agreement with the sub-adviser and material amendments to an
existing sub-advisory agreement. The exemptive order provides that if
shareholders of a Fund approve, Pioneer will be authorized to evaluate and,
subject to review and approval by the Board of that Fund, select and retain new
sub-advisers for the Fund that are not otherwise affiliated with Pioneer, and
modify the Fund's existing sub-advisory agreement with an otherwise
unaffiliated sub-adviser, without obtaining further approval of the Fund's
shareholders. Shareholders of each Fund are being asked to approve a
sub-adviser approval policy subject to the conditions of the exemptive order.
In 2004, the SEC proposed a rule similar in scope to the order. If the rule is
adopted, Pioneer may comply with the rule in lieu of the order.
Approval of the sub-adviser approval policy will not affect any of the
requirements under the federal securities laws that govern each Fund, Pioneer,
any proposed sub-adviser not otherwise affiliated with Pioneer or any proposed
sub-advisory agreement with a sub-adviser that is not otherwise affiliated with
Pioneer, other than the requirement to have any future sub-
70
advisory agreement or amendment to the sub-advisory agreement approved at a
meeting of the Fund's shareholders. The Board of each Fund, including the
Independent Trustees on that Board, will continue to evaluate and approve all
new sub-advisory agreements with respect to the Fund between Pioneer and any
sub-adviser, as well as all changes to any sub-advisory agreement. Shareholders
will continue to evaluate and approve all new sub-advisory arrangements with
respect to a Fund between Pioneer and any sub-adviser that is affiliated with
Pioneer. Each Fund and Pioneer also will be subject to several conditions
imposed by the SEC under the exemptive order to protect the interests of the
Fund's shareholders whenever Pioneer acts under the sub-adviser approval
policy. Among other conditions, following a change to a Fund's sub-advisory
arrangements made pursuant to the sub-adviser approval policy, the Fund will
provide its shareholders with an information statement that contains
substantially the same relevant information about the sub-adviser, the
sub-advisory agreement and the sub-advisory fee that the Fund would be required
to send its shareholders in a proxy statement. This information statement is
intended to permit the Fund's shareholders to determine if they are satisfied
with the sub-advisory arrangement. If not satisfied, a shareholder would be
able to exchange his or her interests in the Fund for interests in another Fund
or redeem his or her interests. Exchanges and redemptions may be subject to
transaction or distribution fees and generally are taxable transactions.
Shareholder approval of this proposal will not result in an increase or
decrease in the total amount of investment advisory fees paid by a Fund to
Pioneer. If a Fund implements this policy, Pioneer, pursuant to its management
contract with the Fund, will continue, directly or through sub-advisers, to
provide the same level of management and administrative services to the Fund as
it provides currently.
Pioneer does not have any present intention to appoint a sub-adviser for a
Fund that does not currently have a sub-adviser.
Reasons for proposal
The Board of each Fund believes that it is in the best interests of the
Fund and its shareholders to allow Pioneer the flexibility to provide its
investment advisory services to the Fund through one or more sub-advisers that
have particular expertise in the types of investments on which the Fund
focuses. In addition, the Board believes that providing Pioneer with maximum
flexibility to select, supervise and evaluate sub-advisers -- without incurring
the necessary delay or expense of obtaining further shareholder approval -- is
in the best interests of each Fund's shareholders because it will allow the
Fund to operate more efficiently. Currently, in order for Pioneer to appoint a
sub-adviser or materially modify a sub-advisory agreement, the Fund must call
and hold a shareholder meeting, create and distribute proxy materials, and
solicit votes from its shareholders. This process is time-intensive, costly and
slow. Without the delay inherent in holding shareholder meetings, the Fund
would be able to act more quickly to appoint a sub-adviser when the Board and
Pioneer believe that the appointment would benefit the Fund.
The Board of each Fund believes that it is appropriate to vest the
selection, supervision and evaluation of the sub-advisers in Pioneer (subject
to review by the Board of that Fund) in light of Pioneer's expertise in
investment management and its ability to select the most appropriate
sub-advisers. The Board believes that many investors choose to invest in a Fund
because of Pioneer's investment management experience and expertise. Pioneer
believes that it can use this experience and expertise in evaluating and
choosing sub-advisers.
The Board of each Fund will oversee the sub-adviser approval policy to
protect shareholders' interests whenever Pioneer selects a sub-adviser or
modifies a sub-advisory agreement. Each Fund's Board, including a majority of
the Independent Trustees of that Board, will continue to evaluate and approve
all new sub-advisory agreements, as well as any modification to existing
sub-advisory agreements, relating to that Fund. In their review, the Trustees
will analyze those factors that they consider to be relevant to the
determination, including the nature, quality and scope of services provided by
the sub-advisers. Among other things, the each Fund's Board intends to compare
the investment performance of the assets managed by the sub-adviser with other
accounts with similar investment objectives managed by other advisers and they
intend to review the sub-adviser's compliance with federal securities laws and
regulations. The sub-advisory agreement will be subject to all relevant
provisions of the 1940 Act, except for the specific provisions of the 1940 Act
to which the exemptive order grants exemptions.
Required Vote
To be approved for a Fund, this proposal must receive a "1940 Act Majority
Vote" of the outstanding voting securities of that Fund, as such term is
defined above in "Vote Required and Manner of Voting Proxies." If a Fund does
not approve this proposal, the sub-adviser approval policy will not be adopted
with respect to that Fund (but will with respect to Funds
71
that have adopted the policy) and decisions regarding a proposed sub-adviser or
a material change to a sub-advisory agreement will continue to require
shareholder approval.
Your Board recommends that you vote "FOR" this proposal.
72
GENERAL
Management does not intend to present and does not have reason to believe
that any other items of business will be presented at the Meetings. However, if
other matters are properly presented to the Meetings for a vote, the proxies
will be voted by the persons acting under the proxies upon such matters in
accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at the Meeting
will be available at the offices of the Funds, 60 State Street, Boston,
Massachusetts 02109, for inspection by any shareholder during regular business
hours beginning ten days prior to the date of the Meetings.
Failure of a quorum to be present at the Meeting will necessitate
adjournment. The persons named in the enclosed proxy may also move for an
adjournment of the Meeting to permit further solicitation of proxies with
respect to any of the proposals if they determine that adjournment and further
solicitation are reasonable and in the best interests of shareholders. Under
each Fund's bylaws, an adjournment of a meeting requires the affirmative vote
of a majority of the shares present or a majority of votes cast, as the case
may be, in person or represented by proxy at the meeting.
Please vote promptly by signing and dating each enclosed proxy card and
returning it in the accompanying postage-paid return envelope OR by following
the enclosed instructions to similarly providing voting instructions by
telephone or over the Internet.
/s/ Dorothy E. Bourassa
-----------------------
Dorothy E. Bourassa
Secretary
March 18, 2008
73
PART II -- ADDITIONAL INFORMATION
74
SECTION 1
FUNDS' FISCAL YEAR ENDS
- -------------------------------------------------------------------------------
Fund Fiscal Year End
- -------------------------------------------------------------------------------
Pioneer Bond Fund 6/30
- -------------------------------------------------------------------------------
Pioneer Emerging Markets Fund 11/30
- -------------------------------------------------------------------------------
Pioneer Equity Income Fund 10/31
- -------------------------------------------------------------------------------
Pioneer Equity Opportunity Fund 11/30
- -------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund 8/31
- -------------------------------------------------------------------------------
Pioneer Fund 12/31
- -------------------------------------------------------------------------------
Pioneer Fundamental Growth Fund 3/31
- -------------------------------------------------------------------------------
Pioneer High Yield Fund 10/31
- -------------------------------------------------------------------------------
Pioneer Ibbotson Aggressive Allocation Fund 7/31
- -------------------------------------------------------------------------------
Pioneer Ibbotson Conservative Allocation Fund 7/31
- -------------------------------------------------------------------------------
Pioneer Ibbotson Growth Allocation Fund 7/31
- -------------------------------------------------------------------------------
Pioneer Ibbotson Moderate Allocation Fund 7/31
- -------------------------------------------------------------------------------
Pioneer Independence Fund 12/31
- -------------------------------------------------------------------------------
Pioneer International Equity Fund 3/31
- -------------------------------------------------------------------------------
Pioneer International Value Fund 11/30
- -------------------------------------------------------------------------------
Pioneer Mid Cap Growth Fund 9/30
- -------------------------------------------------------------------------------
Pioneer Mid Cap Value Fund 10/31
- -------------------------------------------------------------------------------
Pioneer Cash Reserves Fund 12/31
- -------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund 12/31
- -------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund II 12/31
- -------------------------------------------------------------------------------
Pioneer Real Estate Shares 12/31
- -------------------------------------------------------------------------------
Pioneer Research Fund 12/31
- -------------------------------------------------------------------------------
Pioneer Select Growth Fund 11/30
- -------------------------------------------------------------------------------
Pioneer Select Value Fund 2/28
- -------------------------------------------------------------------------------
Pioneer Oak Ridge Large Cap Growth Fund 11/30
- -------------------------------------------------------------------------------
Pioneer Oak Ridge Small Cap Growth Fund 11/30
- -------------------------------------------------------------------------------
Pioneer AmPac Growth Fund 12/31
- -------------------------------------------------------------------------------
Pioneer AMT-Free CA Municipal Fund 12/31
- -------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund 12/31
- -------------------------------------------------------------------------------
Pioneer Growth Leaders Fund 12/31
- -------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund 12/31
- -------------------------------------------------------------------------------
Pioneer Small and Mid Cap Growth Fund 12/31
- -------------------------------------------------------------------------------
Pioneer Tax Free Money Market Fund 12/31
- -------------------------------------------------------------------------------
Pioneer Cullen Value Fund 6/30
- -------------------------------------------------------------------------------
Pioneer Classic Balanced Fund 7/31
- -------------------------------------------------------------------------------
Pioneer Government Income Fund 7/31
- -------------------------------------------------------------------------------
Pioneer Institutional Money Market Fund 7/31
- -------------------------------------------------------------------------------
Pioneer Treasury Reserves Fund 7/31
- -------------------------------------------------------------------------------
75
- -------------------------------------------------------------------------------
Fund Fiscal Year End
- -------------------------------------------------------------------------------
Pioneer Global Select Equity Fund 8/31
- -------------------------------------------------------------------------------
Pioneer High Income Municipal Fund 8/31
- -------------------------------------------------------------------------------
Pioneer Oak Ridge All Cap Growth Fund 8/31
- -------------------------------------------------------------------------------
Pioneer Select Research Growth Fund 8/31
- -------------------------------------------------------------------------------
Pioneer Select Research Value Fund 8/31
- -------------------------------------------------------------------------------
Pioneer Floating Rate Fund 10/31
- -------------------------------------------------------------------------------
Pioneer Global High Yield Fund 10/31
- -------------------------------------------------------------------------------
Pioneer Global Diversified Equity Fund 10/31
- -------------------------------------------------------------------------------
Pioneer Global Aggregate Bond Fund 10/31
- -------------------------------------------------------------------------------
Pioneer Short Term Income Fund 8/31
- -------------------------------------------------------------------------------
Pioneer Small Cap Value Fund 11/30
- -------------------------------------------------------------------------------
Pioneer Strategic Income Fund 9/30
- -------------------------------------------------------------------------------
Pioneer Tax Free Income Fund 12/31
- -------------------------------------------------------------------------------
Pioneer Value Fund 9/30
- -------------------------------------------------------------------------------
76
SECTION 2
COMPENSATION OF TRUSTEES
The Independent Trustees review and set their compensation annually,
taking into consideration the committee and other responsibilities assigned to
specific Trustees. Fees payable currently to the Independent Trustees are as
follows:
o Each Independent Trustee receives an annual fee of $132,000 ("base
compensation") plus $5,000 for each special in-person meeting of the
Board attended. Each Independent Trustee also receives $3,000 for each
telephonic Board meeting attended, if the meeting lasts longer than
one hour, or $1,500, if the meeting lasts less than one hour.
o Each Independent Trustee who is a member of the Audit Committee and
the Policy Administration Committee, other than the Chairperson,
receives an additional 10% of base compensation.
o The Chairperson of the Audit Committee receives an additional 20% of
base compensation plus $10,000.
o The Chairperson of the Policy Administration Committee receives an
additional 15% of base compensation.
o The Chairperson of the Independent Trustees Committee receives an
additional 5% of base compensation.
o The Chairperson of the Valuation Committee receives an additional 5%
of base compensation. Other Independent Trustees receive $500 for each
meeting of the Valuation Committee in which they participate.
o Each Independent Trustees is reimbursed for out-of-pocket and travel
expenses associated with attending Committee and Board meetings.
The compensation paid to the Trustees is allocated among the Funds they
oversee as follows:
o Each Fund with assets less than $250 million pays each Independent
Trustee an annual fee of $1,000.
o The remaining compensation of the Independent Trustees is allocated
pro rata to each Fund with assets greater than $250 million based on
the Fund's net assets.
o Each Interested Trustee receives an annual fee of $500 from each Fund
he oversees that has net assets greater than $50 million; all Funds
other than Funds with net assets of $50 million or less pay each
Interested Trustee an annual fee of $200. Pioneer reimburses the Funds
for the fees paid to the Interested Trustees.
The following table shows compensation paid to the Trustees by each Fund
and by all Funds in the Fund Complex during the Most Recent Year.
- ------------------------------------------------------------------------------------------------------------------------------
Margaret
David Mary B. W. Thomas Marguerite Stephen John John F., Daniel K.
Fund R. Bock K. Bush Graham J. Perna A. Piret K. West Winthrop Cogan, Jr.* Kingsbury
- ------------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund $ 2,779 $ 2,721 $ 3,028 $ 2,724 $ 3,632 -- $ 2,726 $500 --
- ------------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging $ 1,715 $ 1,694 $ 1,835 $ 1,690 $ 2,069 $ 1,669 $ 1,705 $500 $0
Markets Fund
- ------------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income $ 3,840 $ 3,743 $ 4,259 $ 3,748 $ 5,211 $ 3,635 $ 3,765 $500 $0
Fund
- ------------------------------------------------------------------------------------------------------------------------------
Pioneer Equity $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $500 $0
Opportunity Fund
- ------------------------------------------------------------------------------------------------------------------------------
Pioneer Europe Select $ 1,077 $ 1,075 $ 1,094 $ 1,074 $ 1,117 $ 1,073 $ 1,078 $500 $0
Equity Fund
- ------------------------------------------------------------------------------------------------------------------------------
Pioneer Fund $20,340 $19,682 $23,003 $19,747 $29,580 -- $19,731 $500 --
- ------------------------------------------------------------------------------------------------------------------------------
Pioneer Fundamental $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $200 $0
Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------
Pioneer High Yield $11,129 $10,788 $12,421 $10,838 $15,917 $10,351 $10,759 $500 $0
Fund
- ------------------------------------------------------------------------------------------------------------------------------
77
- ------------------------------------------------------------------------------------------------------------------------------
Margaret
David Mary B. W. Thomas Marguerite Stephen John John F., Daniel K.
Fund R. Bock K. Bush Graham J. Perna A. Piret K. West Winthrop Cogan, Jr.* Kingsbury
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson $1,000 $1,000 $1,000 $1,000 $ 1,000 -- $1,000 $500 --
Aggressive
Allocation Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson $1,000 $1,000 $1,000 $1,000 $ 1,000 -- $1,000 $200 --
Conservative
Allocation Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson $1,099 $1,097 $1,117 $1,096 $ 1,149 -- $1,099 $500 --
Growth
Allocation Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson $1,126 $1,123 $1,145 $1,122 $ 1,188 -- $1,123 $500 --
Moderate
Allocation Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer $1,846 $1,822 $1,982 $1,818 $ 2,262 $1,791 $1,831 $500 $0
Independence Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer International $1,081 $1,090 $1,090 $1,081 $ 1,123 $1,081 $1,081 $500 $0
Equity Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer International $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $500 $0
Value Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap $1,722 $1,697 $1,820 $1,700 $ 2,066 $1,667 $1,698 $500 $0
Growth Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap $7,326 $7,107 $8,214 $7,129 $10,356 -- $7,134 $500 --
Value Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Cash $2,620 $2,561 $2,847 $2,569 $ 3,394 -- $2,570 $500 --
Reserves Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Protected $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $200 $0
Principal Plus Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Protected $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $200 $0
Principal Plus
Fund II
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Real $1,013 $1,015 $1,015 $1,013 $ 1,020 $1,013 $1,013 $500 $0
Estate Shares
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $500 $0
Research Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Select $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $200 $0
Growth Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Select $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $200 $0
Value Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge $2,744 $2,683 $2,978 $2,691 $ 3,573 -- $2,685 $500 --
Large Cap
Growth Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge $1,081 $1,077 $1,093 $1,078 $ 1,120 -- $1,079 $500 --
Small Cap
Growth Fund
- --------------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac $1,000 $1,000 $1,000 $1,000 $ 1,000 -- $1,000 $200 --
Growth Fund
- --------------------------------------------------------------------------------------------------------------------------------
78
- ----------------------------------------------------------------------------------------------------------------------------------
Margaret
David Mary B. W. Thomas Marguerite Stephen John John F., Daniel K.
Fund R. Bock K. Bush Graham J. Perna A. Piret K. West Winthrop Cogan, Jr.* Kingsbury
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free CA $1,000 $1,000 $1,000 $1,000 $ 1,000 -- $1,000 $500 --
Municipal Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free $1,634 $1,612 $1,719 $1,615 $ 1,936 -- $1,613 $500 --
Municipal Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth $1,000 $1,000 $1,000 $1,000 $ 1,000 -- $1,000 $200 --
Leaders Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth $1,667 $1,643 $1,747 $1,648 $ 1,979 -- $1,639 $500 --
Opportunities Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Small and Mid $1,000 $1,000 $1,000 $1,000 $ 1,000 -- $1,000 $500 --
Cap Growth Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free $1,000 $1,000 $1,000 $1,000 $ 1,000 -- $1,000 $500 --
Money Market Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen $7,724 $7,509 $8,733 $7,505 $10,984 $7,253 $7,559 $500 $0
Value Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Classic $1,000 $1,000 $1,000 $1,000 $ 1,000 -- $1,000 $500 --
Balanced Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Government $1,000 $1,000 $1,000 $1,000 $ 1,000 -- $1,000 $500 --
Income Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Institutional $2,071 $2,035 $2,228 $2,036 $ 2,587 -- $2,042 $500 --
Money Market Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Treasury $1,000 $1,000 $1,000 $1,000 $ 1,000 -- $1,000 $500 --
Reserves Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global Select $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $200 $0
Equity Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $200 $0
Municipal Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge All $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $200 $0
Cap Growth Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $200 $0
Research
Growth Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select $1,000 $1,000 $1,000 $1,000 $ 1,000 $1,000 $1,000 $200 $0
Research
Value Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Floating $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $ 750 $200 $0
Rate Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global High $4,878 $4,752 $5,489 $4,747 $ 6,772 $4,612 $4,797 $500 $0
Yield Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Global Diversified -- -- -- -- -- -- -- -- --
Equity Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global -- -- -- -- -- -- -- -- --
Aggregate
Bond Fund
- ----------------------------------------------------------------------------------------------------------------------------------
79
- ----------------------------------------------------------------------------------------------------------------------------------
Margaret
David Mary B. W. Thomas Marguerite Stephen John John F., Daniel K.
Fund R. Bock K. Bush Graham J. Perna A. Piret K. West Winthrop Cogan, Jr.* Kingsbury
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Short Term $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 -- $ 1,000 $ 500 $0
Income Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Small Cap $ 2,809 $ 2,745 $ 3,055 $ 2,754 $ 3,671 $ 2,672 $ 2,750 $ 500 $0
Value Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Strategic $ 3,481 $ 3,400 $ 3,827 $ 3,405 $ 4,670 $ 3,299 $ 3,406 $ 500 $0
Income Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free $ 1,964 $ 1,931 $ 2,094 $ 1,935 $ 2,423 -- $ 1,932 $ 500 --
Income Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund $ 10,685 $ 10,355 $ 11,960 $ 10,399 $ 15,282 -- $ 10,350 $ 500 --
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Total Compensation $162,171 $160,250 $174,250 $160,575 $201,750 $64,938 $160,500 $33,500 $0
from Fund Complex
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Number of Funds 76 77 77 77 77 33 77 77 34
Overseen by Trustee
- ----------------------------------------------------------------------------------------------------------------------------------
* Under the Management Agreements, Pioneer reimburses each Fund for any
Interested Trustee fees paid by that Fund.
No Fund currently provides any pension or retirement benefits to its
Trustees and officers.
The Declaration of Trust for each Fund provides that the Fund will
indemnify its Trustees and officers against liabilities and expenses incurred
in connection with any litigation in which they may be involved because of
their offices with the Fund, unless it is determined in the manner specified in
the Declaration of Trust that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the Fund or
that such indemnification would relieve any officer or Trustee of any liability
to the Fund or its shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties.
80
SECTION 3
EQUITY SECURITIES OWNED BY NOMINEES
The following table shows the amount of securities owned by the Nominees
in the Funds that they oversee or are nominated to oversee as of December 31,
2007. Please note that the table does not include the amount of equity
securities owned by the Nominees in Funds that they do not oversee or are not
nominated to oversee.
- ----------------------------------------------------------------------------------------------------
Aggregate Dollar
Range of Equity
Securities in all Funds
Overseen or to be
Overseen by Nominee
Name of Trustee Fund Name (Dollar Range of Equity Securities in Fund) in Fund Complex
- ----------------------------------------------------------------------------------------------------
Interested Trustees:
- ----------------------------------------------------------------------------------------------------
John F. Cogan, Jr. Pioneer Equity Opportunity Fund (Over $100,000) Over $100,000
Pioneer International Value Fund (Over $100,000)
Pioneer Cash Reserves Fund ($1-$10,000)
Pioneer Cullen Value Fund (Over $100,000)
Pioneer Classic Balanced Fund (Over $100,000)
Pioneer Tax Free Income Fund (Over $100,000)
Pioneer Emerging Markets Fund (Over $100,000)
Pioneer Government Income Fund (Over $100,000)
Pioneer Fund (Over $100,000)
Pioneer Equity Income Fund ($50,001-$100,000)
Pioneer Bond Fund (Over $100,000)
Pioneer Europe Select Equity Fund (Over $100,000)
Pioneer Emerging Markets Fund (Over $100,000)
Pioneer Mid Cap Growth Fund ($50,001-$100,000)
Pioneer Value Fund (Over $100,000)
Pioneer Strategic Income Fund (Over $100,000)
Pioneer Independence Fund (Over $100,000)
Pioneer High Yield Fund (Over $100,000)
Pioneer Mid Cap Value Fund (Over $100,000)
Pioneer Small Cap Value Fund (Over $100,000)
Pioneer Equity Opportunity Fund ($10,001-$50,000)
Pioneer High Yield Fund (Over $100,000)
Pioneer Emerging Markets Fund (Over $100,000)
Pioneer International Value Fund (Over $100,000)
Pioneer Strategic Income Fund (Over $100,000)
Pioneer Value Fund (Over $100,000)
Pioneer Government Income Fund ($10,001-$50,000)
Pioneer Real Estate Shares (Over $100,000)
- ----------------------------------------------------------------------------------------------------
81
- ----------------------------------------------------------------------------------------------------------------
Aggregate Dollar
Range of Equity
Securities in all Funds
Overseen or to be
Overseen by Nominee
Name of Trustee Fund Name (Dollar Range of Equity Securities in Fund) in Fund Complex
- ----------------------------------------------------------------------------------------------------------------
Daniel K. Kingsbury Pioneer International Value Fund ($10,001-$50,000) Over $100,000
Pioneer Emerging Markets Fund (Over $100,000)
Pioneer International Equity Fund ($50,001-$100,000)
Pioneer Fund ($10,001-$50,000)
Pioneer Europe Select Equity Fund ($50,001-$100,000)
Pioneer High Yield Fund ($1-$10,000)
Pioneer AmPac Growth Fund ($50,001-$100,000)
Pioneer Real Estate Shares ($50,001-$100,000)
Pioneer Oak Ridge Small Cap Growth ($10,001-$50,000)
Pioneer Mid Cap Value Fund ($10,001-$50,000)
Pioneer Value Fund ($1-$10,000)
Pioneer Fund ($10,001-$50,000)
Pioneer Equity Income Fund ($10,001-$50,000)
- ----------------------------------------------------------------------------------------------------------------
Independent Trustees:
- ----------------------------------------------------------------------------------------------------------------
David R. Bock Pioneer Real Estate Shares ($10,001-$50,000) Over $100,000
Pioneer Cash Reserves Fund ($50,001-$100,000)
Pioneer Equity Income Fund ($50,001-$100,000)
Pioneer Europe Select Equity Fund ($10,001-$50,000)
Pioneer Cullen Value Fund ($10,001-$50,000)
Pioneer Cash Reserves Fund ($1-$10,000)
Pioneer Global High Yield Fund ($1-$10,000)
Pioneer Oak Ridge Large Cap Growth ($1-$10,000)
Pioneer Ibbotson Moderate Allocation Fund (Over $100,000)
- ----------------------------------------------------------------------------------------------------------------
Mary K. Bush Pioneer Bond Fund ($1-$10,000) Over $100,000
Pioneer Emerging Markets Fund ($10,001-$50,000)
Pioneer Real Estate Shares ($1-$10,000)
Pioneer Fund ($10,001-$50,000)
Pioneer Cullen Value Fund ($10,001-$50,000)
Pioneer Ibbotson Aggressive Allocation Fund ($10,001-$50,000)
Pioneer Ibbotson Moderate Allocation Fund ($1-$10,000)
Pioneer Small Cap Value Fund ($10,001-$50,000)
- ----------------------------------------------------------------------------------------------------------------
Benjamin M. Friedman None None
- ----------------------------------------------------------------------------------------------------------------
82
- ----------------------------------------------------------------------------------------------------------------
Aggregate Dollar
Range of Equity
Securities in all Funds
Overseen or to be
Overseen by Nominee
Name of Trustee Fund Name (Dollar Range of Equity Securities in Fund) in Fund Complex
- ----------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham Pioneer Mid Cap Value Fund ($1-$10,000) Over $100,000
Pioneer Mid Cap Growth Fund ($1-$10,000)
Pioneer High Yield Fund ($1-$10,000)
Pioneer Tax Free Income Fund ($1-$10,000)
Pioneer Growth Opportunities Fund ($1-$10,000)
Pioneer Fund ($10,001-$50,000)
Pioneer Global High Yield Fund ($1-10,000)
Pioneer Equity Income Fund ($1-10,000)
Pioneer Strategic Income Fund ($1-10,000)
Pioneer Value Fund ($1-10,000)
Pioneer Real Estate Shares ($1-10,000)
Pioneer Mid Cap Value Fund ($10,001-$50,000)
Pioneer Independence Fund ($10,001-$50,000)
Pioneer Research Fund ($10,001-$50,000)
Pioneer Emerging Markets Fund ($10,001-$50,000)
Pioneer Equity Income Fund ($10,001-$50,000)
Pioneer Global High Yield Fund ($10,001-$50,000)
Pioneer Bond Fund ($1-$10,000)
- ----------------------------------------------------------------------------------------------------------------
Thomas J. Perna Pioneer Emerging Markets Fund (Over $100,000) Over $100,000
- ----------------------------------------------------------------------------------------------------------------
Marguerite A. Piret Pioneer Equity Income Fund ($10,001-$50,000) Over $100,000
Pioneer Mid Cap Value Fund ($10,001-$50,000)
Pioneer International Equity ($10,001-$50,000)
Pioneer Cash Reserves Fund ($50,001-$100,000)
Pioneer Emerging Markets Fund ($10,001-$50,000)
Pioneer Fund ($1-$10,000)
Pioneer Mid Cap Growth Fund ($10,001-$50,000)
Pioneer Value Fund ($10,001-$50,000)
- ----------------------------------------------------------------------------------------------------------------
Stephen K. West Pioneer Real Estate Shares (Over $100,000) Over $100,000
Pioneer Equity Income Fund ($10,001-$50,000)
Pioneer Mid Cap Value Fund ($10,001-$50,000)
Pioneer Independence Fund ($1-$10,000)
- ----------------------------------------------------------------------------------------------------------------
83
- ----------------------------------------------------------------------------------------------------------------
Aggregate Dollar
Range of Equity
Securities in all Funds
Overseen or to be
Overseen by Nominee
Name of Trustee Fund Name (Dollar Range of Equity Securities in Fund) in Fund Complex
- ----------------------------------------------------------------------------------------------------------------
John Winthrop Pioneer Real Estate Shares (Over $100,000) Over $100,000
Pioneer Emerging Markets Fund (Over $100,000)
Pioneer Equity Income Fund ($50,001-$100,000)
Pioneer Value Fund ($50,001-$100,000)
Pioneer Bond Fund (Over $100,000)
Pioneer Europe Select Equity Fund (Over $100,000)
Pioneer Independence Fund ($10,001-$50,000)
Pioneer International Value Fund (Over $100,000)
Pioneer Tax Free Income Fund (Over $100,000)
Pioneer Government Income Fund ($10,001-$50,000)
Pioneer Classic Balanced Fund ($10,001-$50,000)
Pioneer Fund ($50,001-$100,000)
Pioneer Cash Reserves Fund ($10,001-$50,000)
Pioneer Mid Cap Growth Fund ($10,001-$50,000)
Pioneer High Yield Fund ($10,001-$50,000)
Pioneer Research Fund ($10,001-$50,000)
Pioneer Strategic Income Fund ($10,001-$50,000)
Pioneer Small Cap Value Fund ($50,001-$100,000)
Pioneer Mid Cap Value Fund (Over $100,000)
Pioneer International Equity Fund ($10,001-$50,000)
- ----------------------------------------------------------------------------------------------------------------
84
SECTION 4
INFORMATION REGARDING CURRENT MANAGEMENT AGREEMENTS (DATES, APPROVALS, FEES)
The following table sets forth, with respect to each Fund's Current
Management Agreement, the date of the agreement, the date the agreement was
last approved by the shareholders and the Board, and the fees payable to
Pioneer.
- -------------------------------------------------------------------------------------------------------------------------
Date of Date Last
Current Submitted for Date Last
Management Shareholder Approved by Fees (calculated as a percent per annum
Fund Agreement Approval Board of the Fund's average daily net assets)
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund 10/24/2000; 9/11/2000 11/13/2007 0.50% up to $1 Billion;
amended as 0.45% of next $1 Billion;
of 1/1/2008 0.40% over $2 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging 10/24/2000 9/11/2000 11/13/2007 1.15%
Markets Fund
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund 10/24/2000 9/11/2000 11/13/2007 0.60% up to $10 Billion;
0.575% over $10 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Opportunity 12/1/2004 11/15/2004 11/13/2007 0.75% up to $1 Billion;
Fund 0.70% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Europe Select 10/24/2000 6/21/2005 11/13/2007 0.85% up to $500 Million;
Equity Fund 0.75% over $500 Million
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Fund 5/1/2003; 4/17/2003 11/13/2007 0.60% up to $7.5 Billion; 0.575% of next
amended and $2.5 Billion; 0.55% over $10 Billion;
restated Maximum performance adjustment is
7/2/2007 0.10% over performance period
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Fundamental 8/1/2002 9/25/2000 11/13/2007 0.75%
Growth Fund
- -------------------------------------------------------------------------------------------------------------------------
Pioneer High Yield Fund 10/24/2000 9/11/2000 11/13/2007 0.70% up to $500 Million; 0.65% of next
$500 Million; 0.60% of next $4 Billion;
0.55% of next $1 Billion; 0.50% of next
$1 Billion; 0.45% of next $1 Billion;
0.40% of next $1 Billion; 0.35% of next
$1 Billion; 0.30% over $10 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson 8/4/2004; 7/12/2004 11/13/2007 0.13% on investments in underlying funds
Aggressive Allocation Fund amended as managed by Pioneer and cash and 0.17%
of 5/12/2005 on other investments up to $2.5 Billion;
0.11% on investments in underlying funds
- --------------------------- ----------- managed by Pioneer and cash and 0.14%
Pioneer Ibbotson 5/6/2005 on other investments over $2.5 Billion and
Conservative up to $4 Billion;
Allocation Fund 0.10% on investments in underlying funds
managed by Pioneer and cash and 0.12%
- --------------------------- ----------- on other investments over $4 Billion and
Pioneer Ibbotson Growth 7/12/2004 up to $5.5 Billion;
Allocation Fund 0.08% on investments in underlying funds
managed by Pioneer and cash and 0.10%
- --------------------------- ----------- on other investments over $5.5 Billion and
Pioneer Ibbotson Moderate 7/12/2004 up to $7 Billion;
Allocation Fund 0.08% on investments in underling funds
managed by Pioneer in cash and 0.09%
on other investments over $7 Billion
- -------------------------------------------------------------------------------------------------------------------------
85
- -------------------------------------------------------------------------------------------------------------------------
Date of Date Last
Current Submitted for Date Last
Management Shareholder Approved by Fees (calculated as a percent per annum
Fund Agreement Approval Board of the Fund's average daily net assets)
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Independence Fund 10/24/2000; 9/11/2000 11/13/2007 0.65%
amended as
of 12/7/2007
- -------------------------------------------------------------------------------------------------------------------------
Pioneer International 10/24/2000, 9/18/2007 11/13/2007 0.85% up to $500 Million; 0.75% over
Equity Fund as amended $500 Million
effective
1/1/2006
- -------------------------------------------------------------------------------------------------------------------------
Pioneer International 10/24/2000, 9/11/2000 11/13/2007 0.85% up to $500 Million; 0.75% over
Value Fund as amended $500 Million
effective
1/1/2005 and
1/1/2006
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap 5/1/2003, as 4/17/2003 11/13/2007 0.625% with a maximum performance
Growth Fund amended adjustment of 0.20% over performance period
7/2/2007
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap 5/1/2003, as 4/17/2003 11/13/2007 0.70% up to $500 Million; 0.65% of next
Value Fund amended $500 Million; 0.625% of the next $3
effective Billion; 0.60% over $4 Billion. Maximum
1/1/2005. performance adjustment of +/-0.10% over
performance period
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Cash 10/24/2000, 9/11/2000 11/13/2007 0.40% up to $1 Billion; 0.35% over $1
Reserves Fund as amended Billion
effective
1/1/2006
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Protected 10/29/2002 2/26/2003 11/13/2007 0.70%
Principal Plus Fund
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Protected 2/26/2003 2/26/2003 11/13/2007 0.70%
Principal Plus Fund II
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Real Estate Shares 10/24/2000, 4/29/2004 11/13/2007 0.80%
as amended
5/3/2004
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Research Fund 10/24/2000, 10/17/2006 11/13/2007 0.65% up to $1 Billion;
as amended 0.60% of the next $4 Billion;
effective 0.55% over $5 Billion
11/10/2006
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Select Growth Fund 12/9/2003 * 11/13/2007 0.75%
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Select Value Fund 5/20/2004 5/20/2004 11/13/2007 0.70%
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Large 2/13/2004 2/13/2004 11/13/2007 0.75% up to $1 Billion;
Cap Growth Fund 0.70% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Small 2/13/2004 2/13/2004 11/13/2007 0.85% up to $1 Billion;
Cap Growth Fund 0.80% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac 2/20/2004 2/20/2004 11/13/2007 0.75% up to $1 Billion;
Growth Fund 0.70% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
86
- -------------------------------------------------------------------------------------------------------------------------
Date of Date Last
Current Submitted for Date Last
Management Shareholder Approved by Fees (calculated as a percent per annum
Fund Agreement Approval Board of the Fund's average daily net assets)
- -------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free CA 12/10/2004 * 11/13/2007 0.50% up to $250 Million;
Municipal Fund 0.45% of the next $500 Million;
0.40% over $750 Million
- -------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free 12/10/2004 10/17/2006 11/13/2007 0.50% up to $250 Million;
Municipal Fund 0.45% of the next $500 Million;
0.40% over $750 Million
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Growth 2/20/2004 2/20/2004 11/13/2007 0.75% up to $1 Billion;
Leaders Fund 0.70% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Growth 12/10/2004 * 11/13/2007 0.65%
Opportunities Fund
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Small and 2/20/2004 2/20/2004 11/13/2007 0.85% up to $1 Billion;
Mid Cap Growth Fund 0.80% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free 12/10/2004 * 11/13/2007 0.40% up to $1 Billion;
Money Market Fund 0.35% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund 2/25/2005 * 11/13/2007 0.70% up to $1 Billion;
0.65% for the next $1 Billion;
0.60% for the next $1 Billion;
0.55% over $3 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Classic 9/26/2005 10/17/2006 11/13/2007 0.65%
Balanced Fund
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Government 1/1/2006 10/17/2006 11/13/2007 0.50% up to $1 Billion;
Income Fund 0.45% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Institutional Money 9/26/2005 7/12/2005 11/13/2007 0.20%
Market Fund
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Treasury 1/1/2006 8/1/2005 11/13/2007 0.40% up to $1 Billion;
Reserves Fund 0.35% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Global Select 12/15/2005 11/29/2005 11/13/2007 0.75% up to $500 Million;
Equity Fund 0.70% of the next $500 Million;
0.65% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer High Income 9/15/2006 10/16/2005 11/13/2007 0.50% up to $500 Million;
Municipal Fund 0.475% of the next $500 Million;
0.45% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge All Cap 9/15/2006 10/16/2005 11/13/2007 0.75% up to $500 Million;
Growth Fund 0.70% over $500 Million
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Select Research 12/15/2005 11/29/2005 11/13/2007 0.75% up to $1 Billion;
Growth Fund 0.70% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Select Research 12/15/2005 11/29/2005 11/13/2007 0.75% up to $1 Billion;
Value Fund 0.70% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Floating Rate Fund 2/1/2007 1/30/2007 11/13/2007 0.60% up to $500 Million;
0.55% over $500 Million
- -------------------------------------------------------------------------------------------------------------------------
87
- -------------------------------------------------------------------------------------------------------------------------
Date of Date Last
Current Submitted for Date Last
Management Shareholder Approved by Fees (calculated as a percent per annum
Fund Agreement Approval Board of the Fund's average daily net assets)
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Global High 8/6/2001; as 8/6/2001 11/13/2007 0.70% up to $500 Million;
Yield Fund amended 0.65% of the next $500 Million;
1/1/2008 0.60% of the next $500 Million;
0.55% of the next $500 Million;
0.45% over $2 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Global Diversified 9/24/2007 N/A** 11/13/2007 0.75% up to $500 Million;
Equity Fund 0.70% of the next $500 Million;
0.65% over $1 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Global Aggregate 9/24/2007 12/27/2007 11/13/2007 0.50%
Bond Fund
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Short Term 6/15/2004 6/15/2004 11/13/2007 0.40%
Income Fund
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Small Cap 10/24/2000, 9/11/2000 11/13/2007 0.85% up to $1 Billion;
Value Fund as amended 0.80% over $1 Billion
on 8/1/2002
and 1/1/2006
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Strategic 10/24/2000; 9/11/2000 11/13/2007 0.60% up to $1 Billion;
Income Fund as amended 0.55% of next $9 Billion;
2/1/2004 0.50% over $10 Billion
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free 10/24/2000; 9/11/2000 11/13/2007 0.50% up to $250 Million;
Income Fund as amended 0.45% of next $500 Million;
1/1/2008 0.40% over $750 Million
- -------------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund 5/1/2003, as 4/17/2003 11/13/2007 0.60% up to $5 Billion;
amended 0.575% of the next $5 Billion;
effective 0.55% over $10 Billion.
1/1/2005 and Maximum performance adjustment
7/2/2007 +-/-0.10% over performance period
- -------------------------------------------------------------------------------------------------------------------------
* Approved by the sole initial shareholder prior to public offering of the
Fund.
** Not offered as of February 14, 2008.
88
SECTION 5
AMOUNTS PAID TO PIONEER AND AFFILIATES
The following table indicates amounts paid by each Fund to Pioneer or
affiliates of Pioneer during the Fund's last fiscal year.
- ---------------------------------------------------------------------------------------------------------------------------
Transfer Agency Aggregate
and Shareholder Commissions
Management Administration Servicing Fees Paid to Affiliated Fiscal
Fund Fees* ($) Fees ($) ($) Brokers ($) Year Ended
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund 4,530,860 217,328 943,210 313 6/30/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund 6,266,940 122,614 1,133,022 1,749,588 11/30/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund 8,194,469 302,454 1,868,319 389,475 10/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Opportunity Fund 531,510 15,945 129,262 116,417 11/30/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund 2,232,920 58,343 747,324 384,772 8/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Fund 51,165,857 1,794,139 13,558,012 1,390,909 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Fundamental Growth Fund 17,019 7,457 5,421 2,378 3/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer High Yield Fund 27,325,912 984,553 7,988,102 586,611 10/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Aggressive 214,111 53,490 417,212 -- 7/31/07
Allocation Fund
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Conservative 39,012 14,737 42,627 -- 7/31/07
Allocation Fund
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Growth Allocation Fund 342,936 71,094 570,270 -- 7/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Moderate 377,431 76,975 406,193 -- 7/31/07
Allocation Fund
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Independence Fund 4,831,135 147,351 1,947,953 921,542 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer International Equity Fund 1,687,405 45,956 379,861 777,553 3/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer International Value Fund 1,372,111 36,321 651,394 597,344 11/30/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap Growth Fund 2,285,595 118,354 1,002,580 576,149 9/30/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap Value Fund 15,417,353 611,580 5,123,876 2,913,350 10/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund 3,576,152 200,079 1,009,056 -- 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund 161,599 9,071 69,165 21,283 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund II 353,752 11,352 117,369 -- 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Real Estate Shares 1,968,708 55,370 486,342 107,749 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Research Fund 1,218,395 42,175 100,696 242,089 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Select Growth Fund 4,816 144 0 1,140 11/30/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Select Value Fund 7,655 7,377 24 2,132 2/28/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Large Cap 7,058,433 211,753 1,077,661 732,439 11/30/07
Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Small Cap 2,376,180 62,899 919,731 409,730 11/30/07
Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund 161,388 4,842 39,950 1,552 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free CA Municipal Fund 527,186 23,723 54,467 -- 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
89
- ---------------------------------------------------------------------------------------------------------------------------
Transfer Agency Aggregate
and Shareholder Commissions
Management Administration Servicing Fees Paid to Affiliated Fiscal
Fund Fees* ($) Fees ($) ($) Brokers ($) Year Ended
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund 2,387,606 113,128 302,590 -- 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Leaders Fund 295,516 8,866 77,891 8,737 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund 3,234,507 81,632 874,817 1,435,307 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Small and Mid Cap Growth Fund 511,196 13,532 153,004 18,167 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Money Market Fund 744,767 41,821 20,882 100 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund 15,430,618 538,238 2,802,395 1,414,723 6/30/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Classic Balanced Fund 1,343,505 48,141 448,967 153,339 7/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Government Income Fund 981,651 42,489 343,272 -- 7/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Institutional Money Market Fund 1,201,385 124,363 5,127 -- 7/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Treasury Reserves Fund 428,800 22,662 16,889 -- 7/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Global Select Equity Fund 24,465 729 6,467 5,858 8/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Municipal Fund 45,234 2,036 1,424 -- 8/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge All Cap Growth Fund 9,953 296 1,533 1,436 8/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Select Research Growth Fund 4,298 129 19 583 8/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Select Research Value Fund 4,377 131 19 495 8/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Floating Rate Fund 132,441 4,967 1,311 95 10/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Global High Yield Fund 11,075,103 397,607 2,002,448 60 10/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Global Diversified Equity Fund N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Global Aggregate Bond Fund N/A N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Short Term Income Fund 829,683 46,644 80,926 28 8/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Small Cap Value Fund 8,193,481 217,061 2,459,602 3,250,345 11/30/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Strategic Income Fund 7,296,519 278,686 2,077,629 398 9/30/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund 2,985,435 142,272 267,215 -- 12/31/07
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund 21,421,516 917,300 5,718,444 2,837,356 9/30/07
- ---------------------------------------------------------------------------------------------------------------------------
* Amounts shown do not reflect the effect of contractual expense limitations
for certain Funds.
90
SECTION 6
OTHER FUNDS ADVISED BY PIONEER
The following table lists certain information regarding funds for which
Pioneer provides investment advisory services, other than the Funds that are
addressed in this Joint Proxy Statement.
- ---------------------------------------------------------------------------------------------------------------------------
Net Assets (as of end of Management Fee (as a percentage
Fund fund's last fiscal year) ($) of average daily net assets) (%)
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Bond VCT Portfolio $ 30,569,421 0.50%*
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value VCT Portfolio $ 14,290,463 0.70%*
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Diversified High Income Trust $193,382,718 1.27%*
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets VCT Portfolio $ 71,048,814 1.15%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income VCT Portfolio $466,685,993 0.65%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Floating Rate Trust $441,492,549 1.05%*
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Fund VCT Portfolio $542,627,396 0.65%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Global High Yield VCT Portfolio $ 11,646,012 0.65% up to $500 Million;
0.60% over $500 Million*
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities VCT Portfolio $276,946,931 0.74%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Trust $450,444,357 0.81%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Independence VCT Portfolio $ 30,873,321 0.70%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer High Yield VCT Portfolio $119,086,387 0.65%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Aggressive Allocation VCT Portfolio $ 10,671,700 0.17%*
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Growth Allocation VCT Portfolio $148,784,155 0.17%*
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Moderate Allocation VCT Portfolio $122,989,494 0.17%*
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer International Value VCT Portfolio $ 57,651,091 0.85% up to $500 Million;
0.75% over $500 Million
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap Value VCT Portfolio $392,697,333 0.65%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Money Market VCT Portfolio $ 34,333,585 0.40% up to $1 Billion;
0.35% over $1 Billion
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Municipal and Equity Income Trust $425,358,296 0.83%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Municipal High Income Advantage Trust $361,888,469 0.84%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Municipal High Income Trust $354,486,334 0.77%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Large Cap Growth VCT Portfolio $ 27,682,517 0.75% up to $1 Billion;
0.70% over $1 Billion*
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Real Estate Shares VCT Portfolio $119,771,995 0.80%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Small Cap Value VCT Portfolio $ 91,395,790 0.75%
- ---------------------------------------------------------------------------------------------------------------------------
Pioneer Strategic Income VCT Portfolio $ 67,040,580 0.65%
- ---------------------------------------------------------------------------------------------------------------------------
Met Investors Series Trust - Pioneer Fund Portfolio $ 46,686,266*** 0.375% up to $250 million;
0.325% of the next $250 million;
0.300% of the next $500 million;
0.275% of the next $1 billion;
0.225% over $2 billion
- ---------------------------------------------------------------------------------------------------------------------------
91
- -----------------------------------------------------------------------------------------------------------------------------------
Net Assets (as of end of Management Fee (as a percentage
Fund fund's last fiscal year) ($) of average daily net assets) (%)
- -----------------------------------------------------------------------------------------------------------------------------------
Met Investors Series Trust - Pioneer Strategic Income Portfolio $ 325,038,867*** 0.35% up to $200 million;
0.30% of the next $200 million;
0.25% over $400 million
- -----------------------------------------------------------------------------------------------------------------------------------
ING Pioneer Equity Income Portfolio** $ 167,649,258*** 0.35% up to $500 million;
0.30% over $500 million
- -----------------------------------------------------------------------------------------------------------------------------------
ING Pioneer Fund Portfolio** $ 136,479,509*** 0.35% up to $500 million;
0.30% over $500 million
- -----------------------------------------------------------------------------------------------------------------------------------
ING Pioneer Mid Cap Value Portfolio $1,010,716,999*** 0.35%
- -----------------------------------------------------------------------------------------------------------------------------------
ING Pioneer High Yield Portfolio $ 110,192,520*** 0.35% up to $250 million;
0.30% over $250 million
- -----------------------------------------------------------------------------------------------------------------------------------
* Pioneer contractually has agreed to cap total expenses under this management
agreement.
** The management fees for ING Pioneer Equity Income Portfolio and ING Pioneer
Fund Portfolio are based on the combined assets of the two series.
*** Net assets provided as of December 31, 2007.
92
SECTION 7
5% SHARE OWNERSHIP AND NUMBER OF SHARES OUTSTANDING
As of February 14, 2008, to the best knowledge of each Fund, the following
persons owned of record the amounts indicated of the shares of the class of the
Fund indicated. The table also lists, as of February 14, 2008, the total number
of shares outstanding for each class of each Fund.
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund A NFS LLC FEBO 250 RIVERCHASE 24.56% 7,956,894.492 32,409,444.113
REGIONS BK DBA PKWY E FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 12.29% 508,754.010 4,133,866.430
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 21.19% 887,519.373 4,179,765.453
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C NFS LLC FEBO REGIONS BK 250 RIVERCHASE PKWY E 14.16% 593,203.138
DBA KENNEBURT CO FL 5
BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 6.55% 274,421.814
MARKETS INC 7TH FL
ATTN PETER BOOTH NEW YORK NY 10001-2402
- -----------------------------------------------------------------------------------------------------------------------------------
R AMERICAN UNITED LIFEAUL ONE AMERICAN SQUARE 60.21% 672,349.963 1,125,078.961
GROUP RETIREMENT PO BOX 1995
ANNUITY INDIANAPOLIS IN 46206-9102
SEPARATE ACCOUNT
- -----------------------------------------------------------------------------------------------------------------------------------
R MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 14.36% 160,341.101
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
R AMERICAN UNITED LIFE ONE AMERICAN SQUARE 5.47% 61,022.583
AUL AMERICAN UNIT PO BOX 1995
INVESTMENT TRUST INDIANAPOLIS IN 46206-9102
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO REGIONS BK 250 RIVERCHASE PKWY E 28.51% 23,884,626.282 83,643,565.465
DBA KENNEBURT CO FL 5
BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y FIRST COMMAND FINANCIAL PO BOX 901075 20.60% 17,251,848.593
SVS INC FT WORTH TX 76101-2075
FBO FIRST COMMAND SIP
ATTN TRUST DEPT
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO REGIONS BK 250 RIVERCHASE PKWY E 10.33% 8,654,278.818
DBA KENNEBURT CO FL 5
BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 6.84% 5,727,717.988
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
93
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 5.30% 4,437,796.586
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL DISTRIBUTION
CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Z PIONEER FUNDS 60 STATE STREET 13th FL 100% 11,248.594 11,248.594
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.82% 806,787.003 13,865,980.682
Markets Fund BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
A PRUDENTIAL INVESTMENT MAIL STOP NJ 05-11-20 5.30% 734,805.324
MANAGEMENT 100 MULBERRY ST 3
SERVICES FBO MUTUAL FUND GATEWAY CTR FL 11
CLIENTS NEWARK NJ 07102
ATTN PRUCHOICE UNIT
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 6.23% 108,694.303 1,741,683.508
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 6.22% 108,582.021
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 15.46% 459,054.273 2,978,191.635
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 11.54% 342,659.924
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 17.75% 302,892.587 1,707,672.578
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 16.41% 280,128.232
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
94
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 14.96% 255,432.381
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 14.36% 245,141.238
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y C/O STATE STREET 1 FREEDOM VALLEY DR 12.02% 205,195.634
SEI PRIVATE TRUST CO OAKS PA 19456
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 8.99% 153,451.799
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
R HARTFORD LIFE INSURANCE PO BOX 2999 25.89% 271,252.104 1,049,963.594
COMPANY HARTFORD CT 06104-2999
ATTN: UIT OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
R MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 9.42% 98,648.176
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Equity A ING NATIONAL TRUST 151 FARMINGTON AVENUE-- 5.68% 1,806,526.074 31,730,561.294
Income Fund AGREEMENT TN41
CUSTODIAL ACCT HARTFORD CT 06156-0001
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 13.90% 538,450.805 3,870,405.640
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 7.15% 277,027.022
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 29.82% 1,430,225.324 4,790,117.843
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 13.02% 624,612.903
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
95
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 53.73% 176,456.601 329,176.877
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y PIONEER PROTECTED 60 STATE ST 14TH FLOOR 9.49% 31,153.916
PRINCIPAL PLUS FUND II BOSTON MA 02109-1882
ATTN: CAPITAL REPORTING
- -----------------------------------------------------------------------------------------------------------------------------------
Y AMERITRADE INC FOR THE PO BOX 2226 5.40% 17,748.518
EXCLUSIVE BENEFIT OF OUR OMAHA NE 68103-2226
CUSTOMERS
- -----------------------------------------------------------------------------------------------------------------------------------
R AETNA LIFE INSURANCE 151 FARMINGTON AVE--TN41 58.65% 1,503,791.849 2,563,855.377
ANNUITY CO HARTFORD CT 06156-0001
- -----------------------------------------------------------------------------------------------------------------------------------
R ING NATIONAL TRUST, 151 FARMINGTON AVE--TN41 19.84% 508,808.088
TRUSTEE FOR HARTFORD CT 06156-0001
THOMAS J BOTTICELLI
- -----------------------------------------------------------------------------------------------------------------------------------
Z PIONEER FUNDS 60 STATE STREET 13th FL 80.41% 2,925.688 3,638.587
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Z RBC DAIN RAUSCHER INC PO BOX 314 19.59% 712.899
FBO PETERSBURG AK 99833-0314
DAVID W TOW
JODY A TOW
JT TEN/WROS
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Equity A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 11.14% 376,352.086 3,376,047.705
Opportunity Fund BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 12.56% 90,967.12 723,096.186
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 21.09% 356,184.908 1,688,630.130
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Europe A N/A 4,307,503.369
Select Equity Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 643,303.542
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 11.01% 53,451.674 485,272.109
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
96
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 23.78% 280,464.348 1,178,823.182
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 23.13% 272,774.007
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 21.84% 257,555.455
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 13.08% 154,283.014
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
- -----------------------------------------------------------------------------------------------------------------------------------
Y MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 6.57% 77,454.628
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Fund A N/A 133,811,986.873
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 12.11% 753,366.722 6,212,106.196
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 5.20% 323,188.623
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 37.40% 2,435,651.221 6,506,665.905
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 9.34% 608,178.137
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Y STATE OF FLORIDA PUBLIC 1801 HERMITAGE BLVD 25.44% 2,613,232.208 10,285,364.339
EMPLOYEES STE 100
OPTIONAL RETIREMENT TALLAHASSEE FL 32308-7743
PROGRAM
- -----------------------------------------------------------------------------------------------------------------------------------
Y STATE ST BANK AND TRUST 805 PENNSYLVANIA AVE 24.59% 2,525,576.803
TRUSTEE 5TH FLOOR, TOWER 2
FBO PACIFICORP K PLUS KANSAS CITY MO 64105
SAVINGS PLAN
TRUST
- -----------------------------------------------------------------------------------------------------------------------------------
Y MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 7.12% 731,103.531
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
97
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 5.79% 594,479.403
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 5.56% 571,159.117
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 5.38% 553,041.183
REGIONS BK DBA KENNEBURT FL 5
CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
R AETNA LIFE INSURANCE 151 FARMINGTON AVE--TN41 71.02% 2,519,486.644 3,557,184.440
ANNUITY CO HARTFORD CT 06156-0001
- -----------------------------------------------------------------------------------------------------------------------------------
R ING NATIONAL TRUST, 151 FARMINGTON AVE--TN41 14.89% 528,188.218
TRUSTEE FOR HARTFORD CT 06156-0001
THOMAS J BOTTICELLI
- -----------------------------------------------------------------------------------------------------------------------------------
Z PIONEER FUNDS 60 STATE STREET 100% 1,975.894 1,975.894
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Fundamental A PIONEER FUNDS 60 STATE STREET 43.73% 150,000.000 343,006.217
Growth Fund DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
A PIM ROLLOVER IRA CUST 2851 S KING DRIVE #1317 6.09% 20,884.652
FOR CHICAGO IL 60616-2937
KOLA M KENNEDY
- -----------------------------------------------------------------------------------------------------------------------------------
A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.36% 18,397.165
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 15.59% 13,982.710 89,679.649
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B PIONEER FUNDS 60 STATE STREET 10.36% 9,293.680
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN FINANCIAL ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
98
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
C PIONEER FUNDS 60 STATE STREET 34.84% 9,293.680 26,674.052
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN FINANCIAL ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
C FIRST CLEARING LLC 7704 LAMBROLL LN 14.19% 3,783.836
JAMES K GARNER RALEIGH NC 27613-1577
- -----------------------------------------------------------------------------------------------------------------------------------
C PIM USA 401(K) TTEE FOR 2740 W CANYON AVE 9.53% 2,542.350
MAX INTERAMERICAS INC SAN DIEGO CA 92123-4646
RAUL GOMEZ
- -----------------------------------------------------------------------------------------------------------------------------------
C PIM USA 401(K) TTEE FOR 2740 W CANYON AVE 8.47% 2,259.725
MAX INTERAMERICAS INC SAN DIEGO CA 92123-4646
ANN GOMEZ
- -----------------------------------------------------------------------------------------------------------------------------------
C LPL FINANCIAL SERVICES 9785 TOWNE CENTRE DR 6.94% 1,850.174
SAN DIEGO CA 92121-1968
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer High A CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET 9.13% 13,545,277.140 148,335,887.389
Yield Fund SPECIAL CUSTODY ACCOUNT SAN FRANCISCO CA 94104-
FOR THE 4151
BENEFIT OF CUSTOMERS
ATTN: MUTUAL FUNDS
- -----------------------------------------------------------------------------------------------------------------------------------
A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.89% 8,737,792.081
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
A AETNA LIFE INSURANCE 151 FARMINGTON AVE--TN41 5.76% 8,547,937.704
ANNUITY CO HARTFORD CT 06156-0001
- -----------------------------------------------------------------------------------------------------------------------------------
A NATIONWIDE TRUST PO BOX 182029 5.50% 8,160,480.348
COMPANY FSB COLUMBUS OH 43218-2029
C/O IPO PORTFOLIO
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 17.37% 11,734,380.332 67,445,769.177
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 9.36% 6,321,824.964
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 23.46% 18,431,808.878 78,408,607.122
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 15.50% 12,175,305.553
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Y WACHOVIA BANK 1525 WEST WT HARRIS BLVD 25.32% 7,754,863.738 30,662,678.062
CHARLOTTE NC 28288-0001
- -----------------------------------------------------------------------------------------------------------------------------------
99
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y FIRST COMMAND PO BOX 901075 24.32% 7,447,006.981
FINANCIAL SVS INC FT WORTH TX 76101-2075
FBO FIRST COMMAND SIP
ATTN TRUST DEPT
- -----------------------------------------------------------------------------------------------------------------------------------
Y PRUDENTIAL INVESTMENT MAIL STOP 194-201 19.09% 5,847,089.219
MANAGEMENT 100 MULBERRY ST 3
SERVICES FBO MUTUAL FUND GATEWAY CTR FL 11
CLIENTS NEWARK NJ 07102
ATTN PRUCHOICE UNIT
- -----------------------------------------------------------------------------------------------------------------------------------
Y WACHOVIA BANK N A 1525 WEST WT HARRIS BLVD 9.44% 2,890,001.428
OMNIBUS CASH/REIN CHARLOTTE NC 28288-0001
- -----------------------------------------------------------------------------------------------------------------------------------
Y CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET 5.50% 1,683,951.939
SPECIAL CUSTODY ACCOUNT SAN FRANCISCO CA 94104-
FOR THE BENEFIT OF 4151
CUSTOMERS
ATTN: MUTUAL FUNDS
- -----------------------------------------------------------------------------------------------------------------------------------
R AETNA LIFE INSURANCE 151 FARMINGTON AVE--TN41 57.67% 5,134,751.036 8,917,344.060
ANNUITY CO HARTFORD CT 06156-0001
- -----------------------------------------------------------------------------------------------------------------------------------
R HARTFORD LIFE PO BOX 2999 17.16% 1,527,531.278
INSURANCE COMPANY HARTFORD CT 06104-2999
ATTN: UIT OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
R MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 7.08% 630,400.635
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
R ING NATIONAL TRUST, 151 FARMINGTON AVE--TN41 6.48% 577,233.092
TRUSTEE FOR HARTFORD CT 06156-0001
THOMAS J BOTTICELLI
- -----------------------------------------------------------------------------------------------------------------------------------
Z PIONEER FUNDS 60 STATE STREET 13th FL 100% 8,756.567 8,756.567
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson A N/A 8,790,424.587
Aggressive Allocation
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 2,785,487.076
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 18.13% 359,845.828 1,985,230.064
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 29.85% 82,723.898 277,106.509
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
100
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BISYS RETIREMENT SERVICES 700 17TH STREET 21.15% 58,604.251
FBO SUITE 300
SEABROOK EES PROFIT DENVER CO 80202-3531
SHARING RETIREMENT
- -----------------------------------------------------------------------------------------------------------------------------------
Y BISYS RETIREMENT SERVICES 700 17TH STREET 17.18% 47,619.763
FBO SUITE 300
THE ROBINETTE COMPANY DENVER CO 80202-3531
401 K PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 9.15% 25,352.891
REGIONS BK DBA KENNEBURT FL 5
CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BISYS RETIREMENT SERVICES 700 17TH STREET 5.23% 14,478.857
FBO SUITE 300
FIRST EXPRESS 401 K PLAN DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson A STATE STREET BANK & 105 ROSEMONT RD 28.21% 708,367.369 2,508,447.736
Conservative TRUST CO WESTWOOD MA 02090-2318
Allocation Fund FBO ADP/MS DW ALLIANCE
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 537,878.196
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 36.56% 353,230.004 963,419.349
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y PIONEER FUNDS 60 STATE STREET 100.00% 945.155 945.155
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson A N/A 12,346,441.163
Growth Allocation
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 6,326,975.369
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 21.33% 948,465.532 4,443,161.258
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL MARKETS 333 WEST 34TH ST 7TH FL 5.88% 261,346.333
INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Y MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 19.21% 45,938.214 239,809.932
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y BISYS RETIREMENT SERVICES 700 17TH STREET 17.58% 42,040.604
FBO SUITE 300
SEABROOK EES PROFIT DENVER CO 80202-3531
SHARING RETIREMENT
- -----------------------------------------------------------------------------------------------------------------------------------
Y BISYS RETIREMENT SERVICES 700 17TH STREET 12.33% 29,488.322
FBO SUITE 300
PRASSEL LUMBER CO 401 K DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
101
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BISYS RETIREMENT SERVICES 700 17TH STREET 11.75% 28,108.361
FBO SUITE 300
GULF CONCRETE 401 K PLAN DENVER CO 80202-3531
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 11.28% 26,990.573
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BISYS RETIREMENT SERVICES 700 17TH STREET 11.06% 26,459.603
FBO SUITE 300
EDUCATION SERVICE DENVER CO 80202-3531
FOUNDATION P S
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson A N/A 13,849,309.359
Moderate Allocation
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 5,274,402.665
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 25.82% 1,189,155.225 4,606,629.818
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 49.00% 935,406.076 1,911,807.461
REGIONS BK DBA KENNEBURT FL 5
CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 12.83% 244,970.069
REGIONS BK DBA KENNEBURT FL 5
CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BISYS RETIREMENT SERVICES 700 17TH STREET 5.44% 103,885.947
FBO SUITE 300
SEABROOK EES PROFIT DENVER CO 80202-3531
SHARING RETIREMENT
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer A N/A 72,632,973.668
Independence Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 3,898,837.430
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 23.88% 818,907.544 3,436,133.402
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y FIRST COMMAND FINANCIAL PO BOX 901075 45.47% 4,242,888.009 9,348,744.882
SVS INC FT WORTH TX 76101-2075
FBO FIRST COMMAND SIP
ATTN TRUST DEPT
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 11.62% 1,084,761.377
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 10.33% 964,233.756
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 9.94% 928,000.218
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
- -----------------------------------------------------------------------------------------------------------------------------------
102
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 7.43% 692,886.047
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 5.54% 516,778.265
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer International A GPC AS AGENT FOR P O BOX 105117 22.94% 878,836.194 3,828,748.738
Equity Fund RELIANCE TRUST ATLANTA GA 30348-5117
COMPANY CUST
REGIONS MORGAN
KEEGAN TRUST
FBO AMSOUTH THRIFT PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 6.72% 61,614.600 916,125.072
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 5.88% 53,907.157
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C N/A 688,914.221
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 47.60% 6,443,143.434 13,537,418.866
REGIONS BK DBA KENNEBURT FL 5
CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 10.40% 1,407,445.882
REGIONS BK DBA KENNEBURT FL 5
CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 10.14% 1,372,710.119
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT
FUNDS GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 8.42% 1,140,045.566
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT
FUNDS GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 8.02% 1,085,066.037
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT
FUNDS GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 7.20% 974,997.541
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
103
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer International A N/A 4,498,783.286
Value Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.19% 33,363.194 643,111.089
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 10.22% 60,988.402 596,841.119
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap A PFPC 211 S GULF ROAD 6.59% 1,809,177.590 27,401,688.938
Growth Fund FBO PRIMERICA KING OF PRUSSIA PA 19406
SHAREHOLDER SERVICES
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 1,321,145.764
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.39% 42,900.996 794,800.532
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 27.77% 555,627.646 1,999,898.705
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT
FUNDS GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 19.11% 382,318.925
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT
FUNDS GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 17.74% 354,890.172
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT
FUNDS GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 16.49% 329,937.298
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT
FUNDS GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
104
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 9.88% 197,697.082
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT
FUNDS GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.92% 118,533.174
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap A N/A 81,870,379.054
Value Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.95% 408,190.349 6,858,253.331
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 15.94% 1,398,499.847 8,759,652.888
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 12.19% 1,069,573.683
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Y FIRST COMMAND FINANCIAL PO BOX 901075 38.88% 5,560,404.031 14,304,827.438
SVS INC FT WORTH TX 76101-2075
FBO FIRST COMMAND SIP
ATTN TRUST DEPT
- -----------------------------------------------------------------------------------------------------------------------------------
Y MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 17.83% 2,550,214.564
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 10.86% 1,553,692.151
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y ING NATIONAL TRUST, 151 FARMINGTON AVE--TN41 5.22% 746,941.090
TRUSTEE FOR HARTFORD CT 06156-0001
THOMAS J BOTTICELLI
- -----------------------------------------------------------------------------------------------------------------------------------
R HARTFORD LIFE INSURANCE PO BOX 2999 25.96% 711,131.257 2,740,912.496
COMPANY HARTFORD CT 06104-2999
ATTN: UIT OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
R AETNA LIFE INSURANCE 151 FARMINGTON AVE--TN41 10.42% 285,399.612
ANNUITY CO HARTFORD CT 06156-0001
- -----------------------------------------------------------------------------------------------------------------------------------
105
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
R ING NATIONAL TRUST, 151 FARMINGTON AVE--TN41 7.89% 216,130.600
TRUSTEE FOR HARTFORD CT 06156-0001
THOMAS J BOTTICELLI
- -----------------------------------------------------------------------------------------------------------------------------------
R MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 7.79% 213,495.818
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Cash A MORGAN KEEGAN CO INC. 50 N FRONT ST 56.00% 447,083,109.200 798,661,408.177
Reserves Fund MEMPHIS TN 38103-2126
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 50,033,624.591
- -----------------------------------------------------------------------------------------------------------------------------------
C N/A 81,502,390.241
- -----------------------------------------------------------------------------------------------------------------------------------
Y KENNEBURT & COMPANY 250 RIVERCHASE PKWY E 89.36% 56,894,701.710 63,671,233.873
FEE'D 5TH FLOOR
REGIONS BANK TRUST BIRMINGHAM AL 35244
OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
Y BISYS RETIREMENT SERVICES 700 17TH STREET 8.90% 5,665,895.895
FBO SUITE 300
SEABROOK EES PROFIT DENVER CO 80202-3531
SHARING RETIREMENT
- -----------------------------------------------------------------------------------------------------------------------------------
R MCB TRUST SERVICES CUST 700 17TH STREET 23.20% 363,090.100 1,565,019.106
FBO SUITE 300
BIG BOY 401(K) PLAN & DENVER CO 80202-3531
TRUST
- -----------------------------------------------------------------------------------------------------------------------------------
R BRADLEY C FRY PO BOX 488 23.01% 360,163.120
JAMES T BYLAND MADISON TN 37116-0488
JAY M URA TTEES NASHVILLE
ANESTHESIA INC
PSP FBO BRADLEY C FRY
- -----------------------------------------------------------------------------------------------------------------------------------
R LINDA BRYANT, 347 E STEVENS ST 15.34% 240,022.510
GARRY M FLOETER COOKEVILLE TN 38501-3541
& THOMAS POLITE TTEES
O/THE
CHC MECHANICAL
CONTRACTORS INC
- -----------------------------------------------------------------------------------------------------------------------------------
R VOLUNTEER'S FINANCIAL 6400 N RADCLIFFE ST 10.25% 160,468.100
SERVICES INC BRISTOL PA 19007-5719
THOMAS P FLANAGAN ETAL
TTEE
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Protected A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 9.69% 103,274.204 1,063,534.937
Principal Plus Fund BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
106
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
A CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 5.57% 59,354.593
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 22.90% 456,398.249 1,991,664.750
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 22.73% 453,060.254
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 28.53% 134,652.308 471,945.340
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 15.79% 74,508.533
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MS&CO C/F 4804 LOCH RAVEN BLVD 6.20% 29,267.714
ERIC VON ADAMS BALTIMORE MD 21239-3905
IRA ROLLOVER
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Protected A CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 7.55% 106,004.693 1,401,317.371
Principal Plus MARKETS INC NEW YORK NY 10001-2402
Fund II ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.44% 76,425.113
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 38.61% 938,710.436 2,428,354.511
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 6.77% 164,610.073
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 21.99% 126,522.905 575,474.634
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 15.93% 91,656.849
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
107
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
C CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET 14.52% 83,571.021
SPECIAL CUSTODY ACCOUNT SAN FRANCISCO CA 94104-
FOR THE BENEFIT OF 4151
CUSTOMERS
ATTN: MUTUAL FUNDS
- -----------------------------------------------------------------------------------------------------------------------------------
C LPL FINANCIAL SERVICES 9785 TOWNE CENTRE DRIVE 5.36% 30,838.014
SAN DIEGO CA 92121-1968
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Real Estate A N/A 4,324,312.849
Shares
- -----------------------------------------------------------------------------------------------------------------------------------
B PFPC 211 S GULF ROAD 6.30% 49,458.967 781,412.846
FBO PRIMERICA KING OF PRUSSIA PA 19406
SHAREHOLDER SERVICES
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 6.53% 41,662.531 638,034.945
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.76% 36,783.151
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 26.91% 495,519.390 1,842,609.722
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 21.62% 398,135.092
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 21.27% 391,578.555
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 15.61% 287,344.535
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
108
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 8.32% 153,131.394
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer A N/A 1,693,631.740
Research Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 12.08% 163,510.386 1,349,984.672
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 29.68% 88,389.341 297,850.352
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MCB TRUST SERVICES FBO 700 17TH ST STE 300 12.34% 36,758.006
JAMES R THOMPSON INC DENVER CO 80202-3531
401K PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 23.16% 3,465,874.307 14,963,634.039
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 20.18% 3,018,836.285
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 18.74% 2,803,921.246
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 15.76% 2,358,090.008
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
109
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 11.22% 1,679,365.448
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select A PIONEER FUNDS 60 STATE STREET 84.20% 96,598.322 114,724.049
Growth Fund DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
A JOE V SKY AND 1201 LAKESHORE DR 6.25% 7,166.701
LINDA H SKY JT TEN TOD MA BUCKHEAD GA 30625-2105
SUBJECT TO STA TOD RULES
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A
- -----------------------------------------------------------------------------------------------------------------------------------
C PIONEER FUNDS 60 STATE STREET 98.57% 65,731.814 66,684.573
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select A PIONEER FUNDS 60 STATE STREET 100.00% 89,626.727 89,629.072
Value Fund DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge A NFS LLC FEBO 250 RIVERCHASE PKWY E FL 14.53% 2,386,990.905 16,413,587.831
Large Cap Growth REGIONS BK DBA KENNEBURT 5
Fund CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
A GPC AS AGENT FOR P O BOX 105117 12.44% 2,044,597.159
RELIANCE TRUST ATLANTA GA 30348-5117
COMPANY CUST
REGIONS MORGAN KEEGAN
TRUST
FBO AMSOUTH THRIFT PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 7.28% 1,196,308.322
BENEFIT OF ITS 2ND FLOOR
CUSTOMERS JACKSONVILLE FL 32246-6484
MUTUAL FUND
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 8.66% 182,161.314 2,099,319.214
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 6.35% 133,574.638
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 21.19% 1,049,986.487 4,931,698.680
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
110
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 14.48% 717,474.384
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C NFS LLC FEBO 250 RIVERCHASE PKWY E 6.15% 304,521.631
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y FIRST COMMAND PO BOX 901075 44.01% 13,635,928.067 31,013,259.284
FINANCIAL SVS INC FT WORTH TX 76101-2075
FBO FIRST COMMAND SIP
ATTN TRUST DEPT
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 21.59% 6,688,800.900
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 11.03% 3,418,047.322
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
R MG TRUST COMPANY AS PO BOX 10699 31.72% 43,026.869 135,555.876
AGENT FOR FARGO ND 58106-0699
FRONTIER TRUST CO AS
TRUSTEE
ARCHITECTS, PLANNERS &
CONSERVATORS
- -----------------------------------------------------------------------------------------------------------------------------------
R MG TRUST COMPANY CUST 700 17TH ST STE 300 16.39% 22,231.360
FBO DENVER CO 80202-3531
REB STEEL EQUIPMENT CORP
EMPLOYEES
- -----------------------------------------------------------------------------------------------------------------------------------
R WILMINGTON TRUST COMP P O BOX 8971 12.35% 16,747.870
CUST FBO WILMINGTON DE 19899-8971
GRAND LAKE ACE
HARDWARE, INC.
PROFIT SHARING PL
C/O MUTUAL FUNDS
- -----------------------------------------------------------------------------------------------------------------------------------
R MCB TRUST SERVICES CUST 700 17TH ST STE 300 10.69% 14,503.437
FBO DENVER CO 80202-3531
TEMPLE INC 401K PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
R MG TRUST COMPANY CUST 700 17TH ST STE 300 6.60% 8,949.722
FBO DENVER CO 80202-3531
MINNESOTA VALLEY
MILWORK 401K PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 22.53% 1,895,667.083 8,412,537.017
Small Cap Growth BENEFIT OF ITS CUSTOMERS 2ND FLOOR
Fund MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
A RELIANCE TRUST COMPANY 8515 E ORCHARD RD # 2T2 5.80% 487,825.004
TRUSTEE GREENWOOD VLG CO
FBO METLIFE NAV PLANS 80111-5002
- -----------------------------------------------------------------------------------------------------------------------------------
111
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 16.23% 42,368.963 260,928.422
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 8.15% 21,274.959
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 33.31% 505,162.033 1,513,435.768
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 14.48% 219,672.226
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac A SCHWAB REINVESTMENT OF 101 MONTGOMERY STREET 27.19% 253,108.104 930,753.804
Growth Fund DISTRIBUTIONS SAN FRANCISCO CA
94104-4151
- -----------------------------------------------------------------------------------------------------------------------------------
A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 6.23% 57,984.184
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
A PAPP 401(K) PLAN 2201 E. CAMELBACK RD, 5.57% 51,813.944
#227B
PHOENIX AZ 85016-9028
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 20.64% 18,304.810 88,676.557
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B RAYMOND JAMES & ASSOC 5095 STUDEBAKER RD 5.43% 4,811.329
INC CSDN TIPP CITY OH 45371-9705
FBO ROGER N ZIDAROFF IRA
- -----------------------------------------------------------------------------------------------------------------------------------
B PIM USA 401(K) TTEE FOR 365 ALEXANDRA CIR 5.32% 4,719.054
KATHERINE CLARK WESTON FL 33326-3309
SILVERGLATE UNI-K
KATHERINE CLARK
SILVERGLATE
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 30.37% 44,013.223 143,875.275
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free CA A CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET 12.52% 1,016,746.840 8,151,504.607
Municipal Fund SPECIAL CUSTODY ACCOUNT SAN FRANCISCO CA 94104-
FOR THE BENEFIT OF 4151
CUSTOMERS
ATTN: MUTUAL FUNDS
- -----------------------------------------------------------------------------------------------------------------------------------
112
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 9.85% 800,076.200
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 42.84% 31,830.444 74,292.658
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B MS&CO FBO 3530 GLEN PARK RD UPPER 12.70% 9,434.915
DIANE MARIE JACOBSON OAKLAND CA 94602-1216
- -----------------------------------------------------------------------------------------------------------------------------------
B FIRST CLEARING, LLC 9551 LA JOLLA FARMS RD 6.65% 4,941.268
THE RICHMAN TR LA JOLLA CA 92037-1130
DOUGLAS RICHMAN
- -----------------------------------------------------------------------------------------------------------------------------------
B LPL FINANCIAL SERVICES 9785 TOWNE CENTRE DRIVE 5.26% 3,911.319
SAN DIEGO CA 92121-1968
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 65.76% 577,592.858 882,600.028
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C AMERICAN ENTERPRISE P O BOX 9446 5.67% 49,818.428
INVESTMENT SVCS MINNEAPOLIS MN 55474-
0001
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free A N/A 33,711,677.944
Municipal Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 24.72% 131,501.192 531,871.547
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 12.20% 64,886.455
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
B EDWARD D JONES & CO 201 PROGRESS PKWY 5.29% 28,155.290
ATTN MUTUAL FUNDS MARYLAND HTS MO 63043-
SHAREHOLDER ACCOUNTING 3009
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 35.67% 371,377.524 1,048,159.075
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 7.02% 73,130.180
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 91.37% 1,577,672.860 1,756,373.310
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
113
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 7.91% 136,656.320
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth A SCHWAB REINVESTMENT OF 101 MONTGOMERY STREET 31.66% 780,015.154 2,462,960.836
Leaders Fund DISTRIBUTIONS SAN FRANCISCO CA 94104-
4151
- -----------------------------------------------------------------------------------------------------------------------------------
B PERSHING LLC PO BOX 2052 9.13% 6,396.259 69,825.329
JERSEY CITY NJ 07303-2052
- -----------------------------------------------------------------------------------------------------------------------------------
B PIM USA 401(K) TTEE FOR 10702 KIRKVALE AVE 7.47% 5,233.087
MICHAEL HERRERA HOUSTON TX 77089-2808
MICHAEL HERRERA
- -----------------------------------------------------------------------------------------------------------------------------------
C D A DAVIDSON & CO PO BOX 5015 5.13% 6,169.626 119,943.504
AS CUST FOR GREAT FALLS MT 59403-5015
DOROTHY E GALLOWAY IRA
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth A CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET 13.99% 1,830,455.939 13,079,135.858
Opportunities Fund EXCLUSIVE BENEFIT OF ITS SAN FRANCISCO CA 94104-
CUST 4151
ATTN: MUTUAL FUNDS
- -----------------------------------------------------------------------------------------------------------------------------------
A STATE STREET BANK & 105 ROSEMONT RD # 1 6.48% 848,437.203
TRUST CO TTEE WESTWOOD MA 02090-2318
LOWE'S 401(K) PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 103,864.214
- -----------------------------------------------------------------------------------------------------------------------------------
C MG TRUST COMPANY CUST 700 17TH ST STE 300 8.16% 3,618.204 44,397.639
FBO DENVER CO 80202-3531
ENGINEERING DESIGN
ASSOCIATES
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 28.35% 733,839.593 2,593,056.777
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 14.98% 387,591.056
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 13.73% 355,335.300
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 12.86% 332,946.255
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
114
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 12.47% 322,665.872
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT
FUNDS GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 10.31% 266,919.719
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Small A SCHWAB REINVESTMENT OF 101 MONTGOMERY STREET 11.74% 162,877.192 1,387,031.549
and Mid Cap DISTRIBUTIONS SAN FRANCISCO CA 94104-
Growth Fund 4151
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 8.79% 18,623.706 211,812.995
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 15.69% 37,262.872 237,358.218
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free A MORGAN KEEGAN CO INC. 50 N FRONT ST 36.96% 31,416,759.370 84,998,132.462
Money Market Fund MEMPHIS TN 38103-2126
- -----------------------------------------------------------------------------------------------------------------------------------
A AMSOUTH BANK PO BOX 11301 16.44% 13,970,000.000
ATTN ROBBIE HASSELL BIRMINGHAM AL 35202-1301
- -----------------------------------------------------------------------------------------------------------------------------------
A AMSOUTH BANK PO BOX 11301 12.94% 11,000,000.000
ATTN ROBBIE HASSELL BIRMINGHAM AL 35202-1301
- -----------------------------------------------------------------------------------------------------------------------------------
Y KENNEBURT & COMPANY 250 RIVERCHASE PKWY E 100.00% 100,017,691.800 100,017,691.800
FEE'D 5TH FLOOR
REGIONS BANK TRUST BIRMINGHAM AL 35244
OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen A CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET 10.85% 10,545,610.526 97,526,083.154
Value Fund SPECIAL CUSTODY ACCOUNT SAN FRANCISCO CA 94104-
FOR THE BENEFIT OF 4151
CUSTOMERS
ATTN: MUTUAL FUNDS
- -----------------------------------------------------------------------------------------------------------------------------------
A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 8.11% 7,884,832.083
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
A CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 5.03% 4,892,521.050
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
115
- ---------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- ---------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- ---------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 12.61% 675,774.431 5,360.893.742
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- ---------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 11.35% 608,095.062
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- ---------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 18.65% 5,376,079.131 28,903,114.164
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- ---------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 16.00% 4,611,613.338
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- ---------------------------------------------------------------------------------------------------------------------
Y PRUDENTIAL INVESTMENT 100 MULBERRY ST 3 27.07% 9,792,589.553 36,282,590.226
MANAGEMENT GATEWAY CEN FL 11
SERVICES FBO MUTUAL FUND NEWARK NJ 07102
CLIENTS
ATTN PRUCHOICE UNIT
MAIL STOP NJ 05-11-20
- ---------------------------------------------------------------------------------------------------------------------
Y FIRST COMMAND FINANCIAL PO BOX 901075 24.13% 8,729,494.596
SVS INC FT WORTH TX 76101-2075
FBO FIRST COMMAND SIP
ATTN TRUST DEPT
- ---------------------------------------------------------------------------------------------------------------------
Y CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET 7.83% 2,832,824.923
SPECIAL CUSTODY ACCOUNT SAN FRANCISCO CA
FOR THE BENEFIT OF 94104-4151
CUSTOMERS
ATTN: MUTUAL FUNDS
- ---------------------------------------------------------------------------------------------------------------------
Y MASSACHUSETTS MUTUAL 1295 STATE ST 6.67% 2,412,585.067
LIFE INSURANCE SPRINGFIELD MA 01111-0001
COMPANY
- ---------------------------------------------------------------------------------------------------------------------
R MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 27.28% 17,782.079 65,203.721
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- ---------------------------------------------------------------------------------------------------------------------
R MG TRUST COMPANY CUST 700 17TH ST STE 300 16.88% 11,006.977
FBO DENVER CO 80202-3531
BRODEUR MACHINE CO INC
401 K SAV
- ---------------------------------------------------------------------------------------------------------------------
R PENFIRN & CO. FOR THE PO BOX 3327 13.21% 8,613.115
BENEFIT OF ACCOUNT #[ ] OMAHA NE 68103-0327
- ---------------------------------------------------------------------------------------------------------------------
R MG TRUST COMPANY CUST 700 17TH ST STE 300 8.65% 5,636.418
FBO DENVER CO 80202-3531
SHAWNEE CYCLE PLAZA 401
K PLAN
- ---------------------------------------------------------------------------------------------------------------------
R CHRISTOPHER DAOUST FBO PO BOX 363 7.35% 4,791.345
WOOD PRO INC 401 K PLAN AUBURN MA 01501-0363
- ---------------------------------------------------------------------------------------------------------------------
116
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Classic A GPC AS AGENT FOR P O BOX 105117 16.49% 2,627,352.493 15,930,272.692
Balanced Fund RELIANCE TRUST ATLANTA GA 30348-5117
COMPANY CUST
REGIONS MORGAN KEEGAN
TRUST
FBO AMSOUTH THRIFT PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 2,798,153.239
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 7.16% 86,321.083 1,205,452.611
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 40.72% 943,265.406 2,316,411.174
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BISYS RETIREMENT SERVICES 700 17TH STREET 25.71% 595,577.677
FBO SUITE 300
WARRIOR TRACTOR DENVER CO 80202-3531
EQUIPMENT 401 K
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 13.60% 315,011.216
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 5.72% 132,496.544
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Government A N/A 12,220,817.595
Income Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 11.38% 284,100.364 2,494,501.689
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 29.98% 680,309.026 2,282,931.155
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 71.10% 3,926,714.072 5,521,229.809
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 8.48% 468,517.814
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN FOR 6164024
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 5.56% 307,009.849
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
117
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 5.01% 276,518.597
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN FOR 6166458
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Institutional 1 KENNEBURT & COMPANY 250 RIVERCHASE PKWY E 63.78% 108,040.733.440 169,396,440.830
Money Market Fund FEE'D 5TH FLOOR
REGIONS BANK TRUST BIRMINGHAM AL 35244
OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
1 PIM USA INC 60 STATE ST 13 FL 36.22% 61,351,100.500
ATTN CORPORATE BOSTON MA 02109-1800
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
2 AMSOUTH BANK PO BOX 11301 49.12% 294,533,206.300 599,642,340.210
ATTN ROBBIE HASSELL BIRMINGHAM AL 35202-1301
- -----------------------------------------------------------------------------------------------------------------------------------
2 AMSOUTH BANK PO BOX 11301 40.34% 241,900,913.510
ATTN ROBBIE HASSELL BIRMINGHAM AL 35202-1301
- -----------------------------------------------------------------------------------------------------------------------------------
2 AMSOUTH BANK PO BOX 11301 6.22% 37,271,184.730
ATTN ROBBIE HASSELL BIRMINGHAM AL 35202-1301
- -----------------------------------------------------------------------------------------------------------------------------------
3 AMSOUTH BANK PO BOX 11301 42.85% 61,808,272.010 144,234,799.350
ATTN ROBBIE HASSELL BIRMINGHAM AL 35202-1301
- -----------------------------------------------------------------------------------------------------------------------------------
3 AMSOUTH BANK PO BOX 11301 32.99% 47,578,093.450
ATTN ROBBIE HASSELL BIRMINGHAM AL 35202-1301
- -----------------------------------------------------------------------------------------------------------------------------------
3 AMSOUTH BANK PO BOX 11301 16.03% 23,117,482.080
ATTN ROBBIE HASSELL BIRMINGHAM AL 35202-1301
- -----------------------------------------------------------------------------------------------------------------------------------
3 AMSOUTH BANK PO BOX 11301 8.13% 11,730,951.810
ATTN ROBBIE HASSELL BIRMINGHAM AL 35202-1301
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Treasury A MORGAN KEEGAN CO INC. 50 N FRONT ST 39.51% 11,843,943.930 29,987,971.699
Reserves Fund MEMPHIS TN 38103-2126
- -----------------------------------------------------------------------------------------------------------------------------------
A KENNEBERT & CO 250 RIVERCHASE PKWY E 23.02% 6,902,520.530
REGIONS BANK TRUST 5TH FLOOR
OPERATIONS BIRMINGHAM AL 35244
- -----------------------------------------------------------------------------------------------------------------------------------
A AMVESCAP NATL TRUST CO PO BOX 105779 7.71% 2,312,499.250
AGENT ATLANTA GA 30348-5779
FOR AMSOUTH BANK FBO
HOUSE
HASSON HARDWARE INC
EMPLOYEE INVESTMENT
PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
Y KENNEBERT & CO 250 RIVERCHASE PKWY E 91.29% 53,195,327.800 58,270,727.796
FEE'D 5TH FLOOR
REGIONS BANK TRUST BIRMINGHAM AL 35244
OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global Select A PIONEER FUNDS 60 STATE STREET 12.54% 33,333.300 265,799.897
Equity Fund DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
118
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
A OPPENHEIMER & CO INC. FBO 2821 CLAYTON FOREST CT 5.08% 13,494.777
STEVEN A LAUTER TTEE ST LOUIS MO 63131-3117
SHERYL W LAUTER RES
TRUST
- -----------------------------------------------------------------------------------------------------------------------------------
B PIONEER FUNDS 60 STATE STREET 25.60% 33,333.300 130,211.104
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 8.32% 10,828.991
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C PIONEER FUNDS 60 STATE STREET 50.14% 33,333.300 66,480.028
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 7.48% 4,973.656
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 49.34% 1,395,327.338 2,839,211.776
Municipal Fund BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 61.42% 1,022,197.738 1,677,770.718
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C PIONEER FUNDS 60 STATE STREET 6.01% 100,000.100
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Y PIONEER FUNDS 60 STATE STREET 68.70% 99,999.900 145,560.636
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Y FIRST CLEARING LLC 5604 SHADY ELM CIR 7.25% 10,546.934
RONALD C PARKER & PLANO TX 75093-2426
PAULA R PARKER JT WROS
- -----------------------------------------------------------------------------------------------------------------------------------
Y FIRST CLEARING LLC 3811 TURTLE CREEK BLVD 7.00% 10,189.772
STEPHEN F MALOUF & SUITE 1600
DONNA E MALOUF JT TIC
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge A PIONEER FUNDS 60 STATE STREET 12.72% 33,333.300 267,167.514
All Cap Growth Fund DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
119
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
A GPC AS AGENT FOR PO BOX 79377 9.25% 24,255.812
MFS HERITAGE TRUST ATLANTA GA 30357-7377
COMPANY FBO
OAK RIDGE INVESTMENTS
LLC PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
A LPL FINANCIAL SERVICES 9785 TOWNE CENTRE DR 6.57% 17,211.704
SAN DIEGO CA 92121-1968
- -----------------------------------------------------------------------------------------------------------------------------------
A PIM ROLLOVER IRA CUST 2117 ROCKLEDGE DR 6.46% 16,945.415
FOR ROCKLEDGE FL 32955-5401
DANIEL ROBERTS
- -----------------------------------------------------------------------------------------------------------------------------------
C PIONEER FUNDS 60 STATE STREET 40.92% 33,333.400 81,465.438
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 10.55% 8,596.013
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C PIM USA 401(K) TTEE FOR 1701 ILLINI ROAD 7.96% 6,486.212
SAUL J MORSE, ATTORNEY SPRINGFIELD IL 62704-3301
AT LAW
SAUL J MORSE
- -----------------------------------------------------------------------------------------------------------------------------------
C NBC SECURITIES INC FBO 1927 FIRST AVENUE NORTH 5.40% 4,401.950
NBC SECURITIES AS BIRMINGHAM AL 35203-4024
CUSTODIAN FOR
- -----------------------------------------------------------------------------------------------------------------------------------
Y PIONEER FUNDS 60 STATE STREET 100.00% 33,333.300 33,333.300
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer A PIONEER FUNDS 60 STATE STREET 100.00% 55,217.527 55,217.527
Select Research DISTRIBUTOR INC BOSTON MA 02109-1800
Growth Fund ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select A PIONEER FUNDS 60 STATE STREET 100.00% 54,119.461 54,119.461
Research Value Fund DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Floating A PIONEER FUNDS 60 STATE STREET 88.77% 1,362,372.378 1,524,740.574
Rate Fund DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
C PIONEER INVESTMENT 60 STATE STREET 86.02% 1,359,260.680 1,573,015.249
MANAGEMENT INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Y PIONEER INVESTMENT 60 STATE STREET 81.71% 1,362,762.304 1,669,012.807
MANAGEMENT INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
120
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 18.04% 300,854.262
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global High A PRUDENTIAL INVESTMENT MAIL STOP NJ 05-11-20 29.03% 31,499,927.516 108,666,887.509
Yield Fund MANAGEMENT 100 MULBERRY ST 3
SERVICES FBO MUTUAL FUND GATEWAY CTR FL 11
CLIENTS NEWARK NJ 07102
ATTN PRUCHOICE UNIT
- -----------------------------------------------------------------------------------------------------------------------------------
A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 7.41% 8,046,433.681
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 16.91% 2,039,575.271 12,055,649.022
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 8.05% 970,265.346
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 28.91% 13,738,760.858 47,598,882.106
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 14.91% 7,091,559.698
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 17.07% 537,263.467 3,066,651.358
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 16.92% 532,496.798
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
121
- -------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
Percent
of Class Number of
Name Address Owned Shares Owned
- -------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 16.80% 528,605.364
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -------------------------------------------------------------------------------------------------------------------
Y BEAR STEARNS 1 METROTECH CENTER 11.10% 349,310.728
SECURITIES CORP. NORTH
BROOKLYN NY 11201-3870
- -------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 8.05% 253,425.735
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -------------------------------------------------------------------------------------------------------------------
Y MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 6.21% 195,306.431
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -------------------------------------------------------------------------------------------------------------------
Z PIONEER FUNDS 60 STATE STREET 13th FL 22.30% 7,905.138 36,253.562
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -------------------------------------------------------------------------------------------------------------------
Z RBC DAIN RAUSCHER 4257 BUCHANAN RD 18.70% 6,631.300
CUSTODIAN OCONOMOWOC WI 53066-
ALICE L REUBEN 4526
INDIVIDUAL RETIREMENT
ACCOUNT
- -------------------------------------------------------------------------------------------------------------------
Z UBS FINANCIAL SERVICES PO BOX 3321 11.99% 4,252.305
INC. FBO 1000 HARBOR BLVD
UBS-FINSVC CDN FBO WEEHAWKEN NJ 07086-8154
MR ROBERT W KELLOGG
- -------------------------------------------------------------------------------------------------------------------
Z UBS FINANCIAL SERVICES PO BOX 3321 11.51% 4,080.464
INC. FBO 1000 HARBOR BLVD
UBS-FINSVC CDN FBO WEEHAWKEN NJ 07086-8154
MR GEORGE C STAGNO
- -------------------------------------------------------------------------------------------------------------------
Z UBS FINANCIAL SERVICES 111 A OLD PITTSBORO RD 9.27% 3,286.085
INC. FBO CARRBORO NC 27510-2228
DWIGHT L ROGERS III
GAIL GILLESPIE JTWROS
- -------------------------------------------------------------------------------------------------------------------
Z RBC DAIN RAUSCHER INC 10124 N VINTAGE COURT 6.19% 2,194.908
FBO MEQUON WI 53092-6194
DAVID CORAN
JUDITH CORAN
MARITAL PROP/WROS WI
- -------------------------------------------------------------------------------------------------------------------
122
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Z UBS FINANCIAL SERVICES PO BOX 3321 5.23% 1,855.920
INC. FBO 1000 HARBOR BLVD
UBS-FINSVC CDN FBO WEEHAWKEN NJ 07086-8154
MR RONALD J DENHAM
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global A PIONEER FUNDS 60 STATE STREET 56.65% 166,667.000 294,202.812
Aggregate Bond DISTRIBUTOR INC BOSTON MA 02109-1800
Fund ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
A PIM ROLLOVER 329 GREENHILL WAY 6.65% 19,569.472
IRA CUST FOR SILVER SPRING MD
CLIFFORD L KARCHMER 20904-2964
- -----------------------------------------------------------------------------------------------------------------------------------
A PIM ROLLOVER 425 MYSTIC PKWY 6.62% 19,490.581
IRA CUST FOR SPRING BRANCH TX
NELSON PORTER TULL 78070-5272
- -----------------------------------------------------------------------------------------------------------------------------------
C PIONEER FUNDS 60 STATE STREET 76.28% 166,666.500 218,501.514
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
C PIM ROLLOVER 1189 BROOKS ROAD 7.74% 16,918.424
IRA CUST FOR PURVIS MS 39475-3329
GREGORY P ELAM
- -----------------------------------------------------------------------------------------------------------------------------------
Y PIONEER FUNDS 60 STATE STREET 100.00% 166,666.500 166,666.500
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Short Term A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 10.70% 196,798.117 1,837,969.196
Income Fund BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
A AMSOUTH BANCORPORATION 200 NEWPORT AVE 7S 7.93% 145,858.371
DEFERRED COMPENSATION N QUINCY MA 02171-2102
PLAN
C/O STATE STREET BANK &
TRUST
- -----------------------------------------------------------------------------------------------------------------------------------
A GPC AS AGENT FOR RTC P O BOX 105117 7.41% 136,244.067
CUST ATLANTA GA 30348-5117
REGIONS MORGAN KEEGAN
TRUST
FBO SWEETWATER HOSPITAL
ASSOCIATION 401K PLAN
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 11.31% 108,278.061 951,815.165
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 13.70% 56,736.030 414,126.649
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
123
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
C PIONEER FUNDS 60 STATE STREET 6.04% 25,000.000
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 26.64% 4,432,439.274 16,613,362.148
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 16.41% 2,730,859.116
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 15.01% 2,497,744.095
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 14.14% 2,352,891.557
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 10.66% 1,773,558.668
REGIONS BK DBA KENNEBURT FL 5
CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 6.49% 1,080,208.534
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Small Cap A N/A 17,398,608.266
Value Fund
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.12% 217,825.027 4,250,011.277
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 5.02% 213,566.462
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
124
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 38.38% 1,642,994.069 4,269,287.710
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 5.66% 242,304.149
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 25.80% 663,658.602 2,573,732.747
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 13.66% 351,379.167
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 11.53% 296,613.160
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 10.92% 281,040.558
REGIONS BK DBA KENNEBURT FL 5
CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 10.59% 272,421.895
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 9.76% 251,087.785
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
R HARTFORD LIFE INSURANCE PO BOX 2999 26.64% 168,081.489 630,940.914
COMPANY HARTFORD CT 06104-2999
ATTN: UIT OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
R MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 11.01% 68,469.016
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
R NFS LLC FEBO PO BOX 897 9.11% 57,490.697
BANKERS TRUST COMPANY DES MOINES IA 50306-0897
- -----------------------------------------------------------------------------------------------------------------------------------
125
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Strategic A MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 8.22% 5,352,085.037 65,236,183.944
Income Fund BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
A CHARLES SCHWAB & CO INC 101 MONTGOMERY STREET 8.20% 5,338,531.300
SPECIAL CUSTODY ACCOUNT SAN FRANCISCO CA 94104-
FOR THE BENEFIT OF 4151
CUSTOMERS
ATTN: MUTUAL FUNDS
- -----------------------------------------------------------------------------------------------------------------------------------
A NATIONWIDE TRUST PO BOX 182029 7.08% 4,609,040.678
COMPANY FSB COLUMBUS OH 43218-2029
C/O IPO PORTFOLIO
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
A HARTFORD LIFE INSURANCE PO BOX 2999 5.28% 3,435,778.209
COMPANY HARTFORD CT 06104-2999
ATTN: UIT OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 30.85% 3,544,561.008 11,517,899.108
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 8.79% 1,012,808.256
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 38.85% 15,785,132.239 40,610,157.377
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 11.45% 4,653,517.880
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 5.96% 272,291.330 4,584,895.676
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 5.25% 240,079.258
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
R AETNA LIFE INSURANCE 151 FARMINGTON AVE--TN41 52.39% 4,804,309.689 9,169,681.665
ANNUITY CO HARTFORD CT 06156-0001
- -----------------------------------------------------------------------------------------------------------------------------------
R HARTFORD LIFE INSURANCE PO BOX 2999 19.37% 1,776,083.132
COMPANY HARTFORD CT 06104-2999
ATTN: UIT OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
126
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
R ING NATIONAL TRUST, 151 FARMINGTON AVENUE-- 12.04% 1,104,374.639
TRUSTEE FOR TN41
THOMAS J BOTTICELLI HARTFORD CT 06156-0001
- -----------------------------------------------------------------------------------------------------------------------------------
R MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 8.63% 791,227.497
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Z RBC DAIN RAUSCHER INC 10 EMORY STREET 51.22% 41,984.733 88,010.147
FBO ATTLEBORO MA 02703-3002
COMMUNITY HEALTH
SYSTEMS INC
- -----------------------------------------------------------------------------------------------------------------------------------
Z PIONEER FUNDS 60 STATE STREET 13th FL 11.86% 9,718.173
DISTRIBUTOR INC BOSTON MA 02109-1800
ATTN CORPORATE
ACCOUNTING
- -----------------------------------------------------------------------------------------------------------------------------------
Z RBC DAIN RAUSCHER 1708 SEMINOLE DR 10.47% 8,580.929
CUSTODIAN EDMOND OK 73013-6836
SAMMY L WOODARD
SOUTHWEST ADS SEP
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free A NFS LLC FEBO 250 RIVERCHASE PKWY E 8.06% 2,236,325.070 27,752,663.180
Income Fund REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
B MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 13.59% 178,051.035 1,310,385.333
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
B CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 10.10% 132,334.155
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 29.05% 351,004.625 1,208,460.541
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
C CITIGROUP GLOBAL 333 WEST 34TH ST 7TH FL 13.94% 168,464.449
MARKETS INC NEW YORK NY 10001-2402
ATTN PETER BOOTH
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 61.96% 11,876,031.925 19,167,053.324
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 20.86% 3,997,780.771
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
127
- -----------------------------------------------------------------------------------------------------------------------------------
Total Number of
Fund Class 5% Ownership Shares in Class
- -----------------------------------------------------------------------------------------------------------------------------------
Percent
of Class Number of
Name Address Owned Shares Owned
- -----------------------------------------------------------------------------------------------------------------------------------
Y AMSOUTH BANCORPORATION 125 SUNNYNOLL COURT 14.69% 2,814,811.996
SERP SUITE 200
STATE STREET BANK & WINSTON-SALEM NC
TRUST COMPANY 27106-5076
DTD 05/01/01
- -----------------------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund A PFPC 211 S GULF ROAD 24.19% 48,683,910.665 201,112,929.773
FBO PRIMERICA KING OF PRUSSIA PA 19406
SHAREHOLDER SERVICES
- -----------------------------------------------------------------------------------------------------------------------------------
B N/A 1,716,084.525
- -----------------------------------------------------------------------------------------------------------------------------------
C NFS LLC FEBO 250 RIVERCHASE PKWY E 27.38% 216,543.418 790,452.378
REGIONS BK DBA FL 5
KENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
C MLPF&S FOR THE SOLE 4800 DEER LAKE DRIVE EAST 5.07% 40,115.491
BENEFIT OF ITS CUSTOMERS 2ND FLOOR
MUTUAL FUND JACKSONVILLE FL 32246-6484
ADMINISTRATION
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 39.36% 4,587,242.312 11,656,006.714
REGIONS BK DBAK FL 5
ENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 21.28% 2,479,492.560
REGIONS BK DBAK FL 5
ENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y NFS LLC FEBO 250 RIVERCHASE PKWY E 7.66% 892,540.491
REGIONS BK DBAK FL 5
ENNEBURT CO BIRMINGHAM AL 35244-1832
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 6.76% 787,945.051
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
Y BROWN BROTHERS 525 WASHINGTON BLVD 6.74% 785,923.585
HARRIMAN & CO JERSEY CITY NJ 07310-1606
AS CUSTODIAN
REINVEST
ATTN INVESTMENT FUNDS
GLOBAL
DISTRIBUTION CENTER
- -----------------------------------------------------------------------------------------------------------------------------------
128
SECTION 8
SUBMISSION OF SHAREHOLDER PROPOSALS
The Funds do not hold annual meetings of shareholders. A shareholder
proposal intended to be presented at a future special meeting of shareholders
of a Fund must be received at the offices of the Fund, 60 State Street, Boston,
Massachusetts 02109, at a reasonable time before the Fund begins to print and
mail its proxy materials. Timely submission of a proposal does not guarantee
that such proposal will be included in a proxy statement.
129
SECTION 9
SHAREHOLDER COMMUNICATIONS
Shareholders who wish to communicate with the Board or any individual
Trustee should write their Fund to the attention of Dorothy E. Bourassa,
Secretary, 60 State Street, Boston, Massachusetts 02109. The letter should
indicate that you are a Fund shareholder. If the communication is intended for
a specific Trustee and so indicates, it will be sent only to that Trustee. If a
communication does not indicate a specific Trustee it will be sent to the chair
of the Nominating Committee and the outside counsel to the Independent Trustees
for further distribution as deemed appropriate by such persons.
Shareholders with complaints or concerns regarding accounting matters may
address letters to the Fund's Chief Compliance Officer ("CCO"), 60 State
Street, Boston, Massachusetts 02109. Shareholders who are uncomfortable
submitting complaints to the CCO may address letters directly to the Chair of
the Audit Committee of the Board that oversees the Fund. Such letters may be
submitted on an anonymous basis.
130
SECTION 10
EXPENSES OF PROXY
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and this Joint Proxy Statement and costs in connection with
the solicitation of proxies will be allocated to the Funds based on their
respective net assets. These costs are estimated at approximately $3,900,000.
The costs to be allocated among the Funds do not include certain costs
associated with preparing the Amended and Restated Management Agreement for the
Funds. These costs will be borne by Pioneer. Solicitation may be made by letter
or telephone by officers or employees of Pioneer, or by dealers and their
representatives. Brokerage houses, banks and other fiduciaries may be requested
to forward proxy solicitation material to their principals to obtain
authorization for the execution of proxies. The Funds will reimburse brokerage
firms, custodians, banks and fiduciaries for their expenses in forwarding this
Joint Proxy Statement and proxy materials to the beneficial owners of each
Fund's shares. In addition, the Funds have retained Computershare Fund Services,
a proxy solicitation firm, to assist in the solicitation of proxies. It is
anticipated that Computershare Fund Services will be paid approximately
$1,100,000 for such solicitation services (plus reimbursements of out-of-pocket
expenses), to be borne by the Funds. Computershare Fund Services may solicit
proxies personally and by telephone.
131
SECTION 11
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Trustees, including a majority of the Independent Trustees, of each
Fund have selected Ernst & Young, LLP ("E&Y") as the independent registered
public accounting firm for the Funds. E&Y, in accordance with Independence
Standards Board Standard No. 1 (ISB No. 1), has confirmed to each Audit
Committee that it is an independent registered public accounting firm with
respect to the Funds.
Each Fund's Audit Committee approved the engagement of E&Y as the Fund's
independent registered public accounting firm for the Fund's most recent fiscal
year, as well as for the current fiscal year. A majority of the Fund's
Trustees, including a majority of the Independent Trustees, approved the
appointment of E&Y, subject to the right of the Fund, by a majority vote of the
shareholders at any meeting called for that purpose, to terminate the
appointment without penalty.
The reports of E&Y on each Fund's financial statements for each of the
last two fiscal years audited by E&Y contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. There have been no disagreements with E&Y during such
fiscal years and any subsequent interim period on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to the satisfaction of E&Y, would have caused
them to make reference thereto in their reports on the financial statements for
such years.
No representatives of E&Y will be present at the Meetings.
Part II, Section 12 of this Joint Proxy Statement sets forth for each
Fund, for each of the two most recent fiscal years, the fees billed by the
Fund's independent registered public accounting firm for all audit and
non-audit services provided directly to the Fund. The fee information in Part
II, Section 12 is presented under the following captions:
(a) Audit Fees -- fees related to the audit and review of the financial
statements included in annual reports and registration statements, and
other services that are normally provided in connection with statutory
and regulatory filings or engagements.
(b) Audit-Related Fees -- fees related to assurance and related services
that are reasonably related to the performance of the audit or review
of financial statements, but not reported under "Audit Fees,"
including accounting consultations, agreed-upon procedure reports,
attestation reports, comfort letters and internal control reviews not
required by regulators.
(c) Tax Fees -- fees associated with tax compliance, tax advice and tax
planning, including services relating to the filing or amendment of
federal, state or local income tax returns, regulated investment
company qualification reviews and tax distribution and analysis
reviews.
(d) All Other Fees -- fees for products and services provided to the Fund
other than those reported under "Audit Fees," "Audit-Related Fees" and
"Tax Fees."
The charter of each Audit Committee requires that the Audit Committee
shall approve (a) all audit and non-audit services to be provided to each Fund
and (b) all non-audit services to be provided by the Fund's independent
auditors to Pioneer and any entity controlling, controlled by or under common
control with the investment adviser that provides ongoing services to the Fund
("Covered Service Providers") if the engagement relates directly to the
operations and financial reporting of the Fund. The Audit Committee may
delegate, to the extent permitted by law, pre-approved responsibilities to one
or more members of the audit committee who shall report to the full audit
committee.
No Audit Committee may approve non-audit services that the audit committee
believes may impair the independence of the independent registered public
accounting firms. Permissible non-audit services include any professional
services (including tax services) that are not prohibited services as described
below provided to the Fund by the independent registered public accounting
firms, other than those provided to a Fund in connection with an audit or a
review of the financial statements of the Fund. Permissible non-audit services
may not include (a) bookkeeping or other services related to the accounting
records or financial statements of the Fund; (b) financial information systems
design and implementation; (c) appraisal or valuation services, fairness
opinions or contribution-in-kind reports; (d) actuarial services; (e) internal
audit outsourcing services; (f) management functions or human resources; (g)
broker or dealer, investment adviser or investment banking services;
132
(h) legal services and expert services unrelated to the audit; and (i) any
other service the Public Company Accounting Oversight Board determines, by
regulation, is impermissible.
Pre-approval by the Audit Committee of any permissible non-audit services
is not required so long as: (a) the aggregate amount of all such permissible
non-audit services provided to a Fund, Pioneer and any Covered Service Provider
constitutes not more than 5% of the total amount of revenues paid to the
independent registered public accounting firms during the fiscal year in which
the permissible non-audit services are provided to (i) the Fund, (ii) Pioneer
and (iii) any Covered Service Provider during the fiscal year in which services
are provided that would not have to be approved by the Audit Committee; (b) the
permissible non-audit services were not recognized by the Fund at the time of
the engagement to be non-audit services; and (c) such services are promptly
brought to the attention of the Audit Committee and approved by the Audit
Committee (or its delegate(s)) prior to completion of the audit.
For each Fund's two most recent fiscal years, there were no services
rendered by E&Y to the Funds for which the pre-approval requirement was waived.
The following table sets forth non-audit fees billed by E&Y for services
rendered to the Trusts and Pioneer or any entity controlling, controlled by or
under common control with Pioneer that provides ongoing services to the Trusts
for the Trusts' two most recent fiscal years.
- -------------------------------------------------------------------------------------------------
Non-Audit Fees
- -------------------------------------------------------------------------------------------------
Most Recent Prior
Trust Fiscal Year Ended Fiscal Year ($) Fiscal Year ($)
- -------------------------------------------------------------------------------------------------
Pioneer Bond Fund 6/30 $ 7,820 $14,655
- -------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund 11/30 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund 10/31 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Equity Opportunity Fund 11/30 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund 8/31 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Fund 12/31 $13,020 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Fundamental Growth Fund 3/31 $ 7,820 $ 6,800
- -------------------------------------------------------------------------------------------------
Pioneer High Yield Fund 10/31 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Ibbotson Allocation Series 7/31 $31,280 $28,560
- -------------------------------------------------------------------------------------------------
Pioneer Independence Fund 12/31 $ 7,820 $15,030
- -------------------------------------------------------------------------------------------------
Pioneer International Equity Fund 3/31 $ 7,820 $ 6,800
- -------------------------------------------------------------------------------------------------
Pioneer International Value Fund 11/30 $13,020 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Mid Cap Growth Fund 9/30 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Mid Cap Value Fund 10/31 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Money Market Trust 12/31 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Protected Principal Trust 12/31 $15,640 $15,030
- -------------------------------------------------------------------------------------------------
Pioneer Real Estate Shares 12/31 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Research Fund 12/31 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Select Growth Fund 11/30 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Select Value Fund 2/28 $ 7,515 $ 6,800
- -------------------------------------------------------------------------------------------------
Pioneer Series Trust I 11/30 $15,640 $15,030
- -------------------------------------------------------------------------------------------------
Pioneer Series Trust II 12/31 $57,740 $52,605
- -------------------------------------------------------------------------------------------------
Pioneer Series Trust III 6/30 $ 7,820 $ 7,140
- -------------------------------------------------------------------------------------------------
Pioneer Series Trust IV 7/31 $53,069 $49,980
- -------------------------------------------------------------------------------------------------
133
- -------------------------------------------------------------------------------------------------
Non-Audit Fees
- -------------------------------------------------------------------------------------------------
Most Recent Prior
Trust Fiscal Year Ended Fiscal Year ($) Fiscal Year ($)
- -------------------------------------------------------------------------------------------------
Pioneer Series Trust V 8/31 $39,100 $22,545
- -------------------------------------------------------------------------------------------------
Pioneer Series Trust VI 10/31 $ 7,820 --
- -------------------------------------------------------------------------------------------------
Pioneer Series Trust VII 10/31 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Short Term Income Fund 8/31 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Small Cap Value Fund 11/30 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Strategic Income Fund 9/30 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund 12/31 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Pioneer Value Fund 9/30 $ 7,820 $ 7,515
- -------------------------------------------------------------------------------------------------
Each Audit Committee has considered whether the provision of non-audit
services that were rendered by E&Y to Pioneer and Covered Service Providers
that were not pre-approved (not requiring pre-approval) is compatible with
maintaining such auditor's independence. All services provided by E&Y to each
Fund, Pioneer or Covered Service Providers that were required to be
pre-approved were pre-approved as required.
134
SECTION 12
AUDIT FEES, AUDIT RELATED FEES, TAX FEES AND ALL OTHER FEES TO INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
The following tables set forth, with respect to each Fund, audit fees, audit
related fees, tax fees and all other fees paid to the Fund's independent
registered public accountants for the two most recent fiscal years.
Audit Fees and Audit Related Fees
- --------------------------------------------------------------------------------------------------------------------------
Audit Fees Audit Related Fees
- --------------------------------------------------------------------------------------------------------------------------
Fiscal Year Most Recent Prior Fiscal Most Recent Prior Fiscal
Fund Ended Fiscal Year ($) Year ($) Fiscal Year ($) Year ($)
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund 6/30/2007 40,730 39,160 3,041 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund 11/30/2007 37,450 36,010 11,159 15,568
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund 10/31/2007 33,085 31,810 3,041 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Opportunity Fund 11/30/2007 27,625 26,560 900 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund 8/31/2007 34,175 32,860 0 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Fund 12/31/2007 35,275 33,915 5,200 5,000
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Fundamental Growth Fund 3/31/2007 25,440 24,460 0 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer High Yield Fund 10/31/2007 41,820 40,210 3,041 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Aggressive 7/31/2007 34,175 32,860 0 0
Allocation Fund
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Conservative 7/31/2007 34,175 32,860 0 0
Allocation Fund
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Growth Allocation Fund 7/31/2007 34,175 32,860 0 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Moderate 7/31/2007 34,175 32,860 0 0
Allocation Fund
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Independence Fund 12/31/2007 26,530 41,320 0 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer International Equity Fund 3/31/2007 36,360 34,960 0 8,502
- --------------------------------------------------------------------------------------------------------------------------
Pioneer International Value Fund 11/30/2007 40,735 39,165 6,100 12,380
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap Growth Fund 9/30/2007 31,990 30,760 0 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap Value Fund 10/31/2007 35,275 33,915 5,200 5,000
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund 12/31/2007 29,810 28,660 0 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund 12/31/2007 27,625 26,560 0 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund II 12/31/2007 27,625 26,560 0 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Real Estate Shares 12/31/2007 35,270 33,910 0 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Research Fund 12/31/2007 28,715 27,610 0 3,492
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Select Growth Fund 11/30/2007 25,440 24,460 900 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Select Value Fund 2/28/2007 25,440 24,460 0 0
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Large Cap 11/30/2007 33,085 31,810 900 0
Growth Fund
- --------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Small Cap 11/30/2007 28,715 27,610 900 0
Growth Fund
- --------------------------------------------------------------------------------------------------------------------------
135
- ----------------------------------------------------------------------------------------------------------------------------------
Audit Fees Audit Related Fees
- ----------------------------------------------------------------------------------------------------------------------------------
Fiscal Year Most Recent Prior Fiscal Most Recent Prior Fiscal
Fund Ended Fiscal Year ($) Year ($) Fiscal Year ($) Year ($)
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund 12/31/2007 28,715 27,610 0 3,492
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free CA Municipal Fund 12/31/2007 35,270 33,910 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund 12/31/2007 36,360 34,960 0 9,792
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Leaders Fund 12/31/2007 28,715 27,610 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund 12/31/2007 33,085 31,810 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Small and Mid Cap Growth Fund 12/31/2007 28,715 27,610 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Money Market Fund 12/31/2007 22,165 21,310 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund 6/30/2007 28,715 27,610 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Classic Balanced Fund 7/31/2007 33,930 32,625 0 3,492
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Government Income Fund 7/31/2007 33,930 32,625 0 3,492
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Institutional Money Market Fund 7/31/2007 23,530 22,625 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Treasury Reserves Fund 7/31/2007 23,530 22,625 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global Select Equity Fund 8/31/2007 24,570 23,625 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Municipal Fund 8/31/2007 38,175 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge All Cap Growth Fund 8/31/2007 32,765 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Research Growth Fund 8/31/2007 24,570 23,625 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Research Value Fund 8/31/2007 24,570 23,625 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Floating Rate Fund 10/31/2007 45,735 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global High Yield Fund 10/31/2007 37,450 36,010 3,041 0
- ----------------------------------------------------------------------------------------------------------------------------------
Global Diversified Equity Fund 10/31/2007 N/A N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global Aggregate Bond Fund 10/31/2007 N/A N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Short Term Income Fund 8/31/2007 35,270 33,910 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Small Cap Value Fund 11/30/2007 34,175 32,860 900 4,815
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Strategic Income Fund 9/30/2007 40,730 39,160 3,041 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund 12/31/2007 27,625 26,560 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund 9/30/2007 35,275 33,915 5,200 5,000
- ----------------------------------------------------------------------------------------------------------------------------------
136
Tax Fees and All Other Fees
- ----------------------------------------------------------------------------------------------------------------------------------
Tax Fees All Other Fees
- ----------------------------------------------------------------------------------------------------------------------------------
Most Recent Prior Fiscal Most Recent Prior Fiscal
Fund Fiscal Year End Fiscal Year ($) Year ($) Fiscal Year ($) Year ($)
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Bond Fund 6/30/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Emerging Markets Fund 11/30/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Income Fund 10/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Equity Opportunity Fund 11/30/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Europe Select Equity Fund 8/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Fundamental Growth Fund 3/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer High Yield Fund 10/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Aggressive 7/31/2007 7,820 7,515 0 0
Allocation Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Conservative 7/31/2007 7,820 7,515 0 0
Allocation Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Growth Allocation Fund 7/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Ibbotson Moderate 7/31/2007 7,820 7,515 0 0
Allocation Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Independence Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer International Equity Fund 3/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer International Value Fund 11/30/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap Growth Fund 9/30/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Mid Cap Value Fund 10/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund II 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Real Estate Shares 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Research Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Growth Fund 11/30/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Value Fund 2/28/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Large Cap 11/30/2007 7,820 7,515 0 0
Growth Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge Small Cap 11/30/2007 7,820 7,515 0 0
Growth Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer AmPac Growth Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free CA Municipal Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer AMT-Free Municipal Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Leaders Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Growth Opportunities Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
137
- ----------------------------------------------------------------------------------------------------------------------------------
Tax Fees All Other Fees
- ----------------------------------------------------------------------------------------------------------------------------------
Most Recent Prior Fiscal Most Recent Prior Fiscal
Fund Fiscal Year End Fiscal Year ($) Year ($) Fiscal Year ($) Year ($)
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Small and Mid Cap Growth Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Money Market Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Cullen Value Fund 6/30/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Classic Balanced Fund 7/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Government Income Fund 7/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Institutional Money Market Fund 7/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Treasury Reserves Fund 7/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global Select Equity Fund 8/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer High Income Municipal Fund 8/31/2007 7,820 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Oak Ridge All Cap Growth Fund 8/31/2007 7,820 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Research Growth Fund 8/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Select Research Value Fund 8/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Floating Rate Fund 10/31/2007 7,820 0 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global High Yield Fund 10/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Global Diversified Equity Fund 10/31/2007 N/A N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Global Aggregate Bond Fund 10/31/2007 N/A N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Short Term Income Fund 8/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Small Cap Value Fund 11/30/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Strategic Income Fund 9/30/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Tax Free Income Fund 12/31/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
Pioneer Value Fund 9/30/2007 7,820 7,515 0 0
- ----------------------------------------------------------------------------------------------------------------------------------
138
SECTION 13
FORM OF AMENDED AND RESTATED DECLARATION OF TRUST
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
[NAME OF TRUST]
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of
this [ ] day of [ ], [ ] by the Trustees hereunder.
WHEREAS, the [NAME OF TRUST] was established pursuant to an Agreement and
Declaration of Trust dated [DATE OF ORIGINAL DECLARATION] (as amended to the
date hereof, the "Original Declaration") and the filing of a Certificate of
Trust with the Delaware Secretary of State for the purposes of carrying on the
business of a management investment company;
WHEREAS, the Trustees, pursuant to Section [ ], Article [ ] of
the Original Declaration, are authorized to amend the Original Declaration with
the vote or consent of the Shareholders as required by such Section;
WHEREAS, this Amended and Restated Agreement and Declaration of Trust has
been amended in accordance with the provisions of the Original Declaration in
effect as of the date hereof;
NOW, THEREFORE, the Trustees and any successor Trustees elected or
appointed in accordance with Article V hereof hereby declare that they will
hold all cash, securities and other assets and properties, which the Trust may
from time to time acquire in any manner, IN TRUST, and that they will manage
and dispose of the same and manage the affairs and business of the Trust upon
the following terms and conditions for the benefit of the holders from time to
time of shares of beneficial interest in this Trust as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. This Trust shall be known as [ ] and the Trustees
shall conduct the business of the Trust under that name or any other name as
they may from time to time determine.
Section 1.2. Definitions. Whenever used herein, unless otherwise required
by the context or specifically provided, the following terms have the following
respective meanings:
(a) "Bylaws" means the Bylaws of the Trust referred to in Section 6.8
hereof, as from time to time amended, which Bylaws are expressly incorporated
by reference herein as part of the Trust's "governing instrument" within the
meaning of the Delaware Act (as defined below).
(b) "Certificate of Trust" means the certificate of trust of the Trust, as
filed with the Secretary of State of the State of Delaware in accordance with
the Delaware Act (as defined below), and as such certificate of trust may be
amended or amended and restated from time to time.
(c) "Class" means one or more Shares (as defined below) of a Series (as
defined below) of the Trust as may be established and designated as a Class
from time to time by the Trustees pursuant to Section 4.9(c) hereof.
(d) "Code" means the Internal Revenue Code of 1986 (or any successor
statute), as amended from time to time, and the rules and regulations
thereunder, as adopted or amended from time to time.
(e) "Commission" shall have the same meaning given to such term in the 1940
Act.
(f) "Complaining Shareholder" shall refer to a Shareholder making a demand
or bringing a claim pursuant to Section 9.8 hereof.
(g) "Declaration" means this Agreement and Declaration of Trust as
amended, supplemented or amended and restated from time to time, which,
together with the Bylaws and any designations of Series or Classes made in
accordance with Section 4.6(c) hereof, shall constitute the Trust's "governing
instrument" within the meaning of the Delaware Act. Reference in this Agreement
and Declaration of Trust to "Declaration," "hereof," "herein," and "hereunder"
shall be deemed to refer to this Declaration rather than exclusively to the
article or section in which such words appear.
139
(h) "Delaware Act" shall refer to the Delaware Statutory Trust Act, as
amended from time to time.
(i) "He," "Him" and "His" shall include the feminine and neuter, as well as
the masculine, genders.
(j) "Interested Person" shall have the same meaning given to such term in
the 1940 Act.
(k) "1940 Act" refers to the Investment Company Act of 1940 (and any
successor statute) and the rules thereunder, all as amended from time to time,
as may apply to the Trust or any Series or Class thereof, including pursuant to
any exemptive, interpretive or other relief or guidance issued by the
Commission or the staff of the Commission under such Act.
(l) "Outstanding Shares" means those Shares shown from time to time on the
books of the Trust or its transfer agent as then issued and outstanding, but
shall not include Shares which have been redeemed, repurchased, cancelled or
terminated by the Trust.
(m) "Person" means and includes natural persons, corporations,
partnerships, limited partnerships, business trusts, limited liability
partnerships, statutory trusts, limited liability companies, trusts,
associations, joint ventures, estates, nominees and any other entity in its own
or any representative capacity, whether or not legal entities, and governments
and agencies and political subdivisions thereof, in each case whether domestic
or foreign.
(n) "Prospectus" means the prospectus and statement of additional
information with respect to the Trust or one or more Series or Classes thereof
as the context shall require, as contained in the most recent effective
registration statement filed with the Commission with respect to the Trust or
one or more such Series or Classes thereof, as the same may be supplemented or
modified from time to time in accordance with the requirements of the federal
securities laws.
(o) "Series" individually or collectively means each Series of Shares as
may be established and designated from time to time by the Trustees pursuant to
Section 4.9(c) hereof.
(p) "Shareholder" means a record owner of Outstanding Shares.
(q) "Shares" means the units of interest into which the beneficial
interest in the Trust shall be divided from time to time, including the Shares
of any and all Series and Classes which may be established and designated by
the Trustees, and includes fractions of Shares as well as whole Shares.
(r) "Trust" refers to the Delaware statutory trust established under the
Delaware Act by this Declaration and the filing of the Certificate of Trust
with the Secretary of State of the State of Delaware.
(s) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or, if the Trust has established one or more Series, any such Series as
the context shall require.
(t) "Trustees" means, at any time, the person or persons who have signed
this Declaration and all other persons who may from time to time be duly
qualified and serving as Trustees in accordance with the provisions of Article
V hereof, in each case if they shall at that time continue in office in
accordance with the terms hereof, and reference herein to a Trustee or the
Trustees shall refer to such person or persons in his capacity or their
capacities as Trustees hereunder.
ARTICLE II
NATURE AND PURPOSE OF TRUST
The purpose of the Trust is to engage in, operate and carry on the
business of an open-end management investment company through one or more
Series, and to do any and all acts or things as are necessary, convenient,
appropriate, incidental or customary in connection therewith, both within and
without the State of Delaware, and without limiting the foregoing or the other
provisions hereof, the Trust may exercise all powers conferred by the laws of
the State of Delaware upon a Delaware statutory trust formed pursuant to the
Delaware Act.
ARTICLE III
REGISTERED AGENT AND REGISTERED OFFICE
The registered agent and office of the Trust in the State of Delaware are
Delaware Corporation Organizers, Inc., 1201 North Market Street, Wilmington, DE
19801. Unless otherwise required by applicable law, the Trust shall at all
times maintain at least one resident agent who shall be either a citizen of the
State of Delaware who resides in such State or a Delaware corporation. The
Trustees may change the registered agent or registered office of the Trust from
time to time by making the appropriate filing or filings with the Secretary of
State of the State of Delaware.
140
ARTICLE IV
BENEFICIAL INTERESTS; SHAREHOLDERS
Section 4.1. Shares of Beneficial Interest. The beneficial interest in the
Trust shall be divided into such Shares of beneficial interest, of such Series
or Classes, and of such designations and par values (if any) and with such
rights, preferences, privileges, limitations, restrictions and such other
relative terms as shall be determined by the Trustees, from time to time. The
number of Shares is unlimited. The Trustees shall have full power and authority
to take such action with respect to the Shares as the Trustees may deem
desirable.
Section 4.2. Issuance of Shares. (a) Shares may be issued from time to
time to such Persons (including, without limitation, any Trustee, officer, or
agent of the Trust or any Person in which a Trustee, officer or agent of the
Trust has an interest) either for cash or for such other consideration (which
may be in any one or more instances a certain specified consideration or
certain specified considerations) and on such terms as the Trustees, from time
to time, may deem advisable, and the Trust may, in connection with an issuance
of Shares, acquire other assets (including the acquisition of assets subject
to, and in connection with, the assumption of liabilities), and all Shares so
issued hereunder, including without limitation Shares issued in connection with
a dividend in Shares or a split or reverse split of Shares, shall be fully paid
and nonassessable. The Trust shall have the right to refuse to issue Shares to
any Person at any time and for any reason or for no reason whatsoever.
(b) The Trust may issue Shares in fractional denominations to the same
extent as its whole Shares, and Shares in fractional denominations shall be
Shares having proportionately to the respective fractions represented thereby
all the rights of whole Shares, including, without limitation, the right to
vote, the right to receive dividends and distributions and the right to
participate upon termination of the Trust.
(c) Any Shares issued by the Trust which have been purchased, redeemed or
otherwise reacquired by the Trust shall be retired automatically and shall have
the status of unissued Shares.
Section 4.3. Rights of Shareholders. The ownership of the Trust Property
of every description and the right to conduct any business herein described is
vested exclusively in the Trust. The Shareholders shall have no right or title
in or to the Trust Property or to call for any partition or division of any
property, profits, rights or interests of the Trust or any Series thereof and
the Shareholders shall have no interest therein other than the beneficial
interest conferred by their Shares. The death, incapacity, dissolution,
termination, or bankruptcy of a Shareholder during the continuance of the Trust
shall neither operate to terminate the Trust or any Series thereof nor entitle
the representative of any such Shareholder to an accounting or to take any
action in court or elsewhere against the Trust, any Series thereof or the
Trustees, but shall entitle such representative only to the rights of said
Shareholder under this Declaration. Neither the Trust nor the Trustees, nor any
officer, employee or agent of the Trust shall have any power to bind personally
any Shareholder, or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at any
time personally agree to pay, provided however that any sales loads or charges,
redemption fees, account fees or any other fees or charges not prohibited as
charges to Shareholders under applicable law shall not be deemed to be an
assessment for the purposes of this Declaration. The Shares shall be personal
property giving only the rights specifically set forth in this Declaration. The
holders of Shares shall not, as such holders, have any right to acquire,
purchase or subscribe for any Shares or securities of the Trust that it may
hereafter issue or sell, other than such right, if any, as the Trustees may
determine. The holders of Shares shall not be entitled to exercise the rights
of objecting shareholders and shall have no appraisal rights with respect to
their Shares and, except as otherwise determined by the Trustees from time to
time, shall have no exchange or conversion rights with respect to their Shares.
Every Shareholder, by virtue of purchasing Shares and becoming a Shareholder,
shall be held to have expressly assented and agreed to the terms of this
Declaration and any other governing instrument and shall be bound thereby.
Section 4.4. Ownership and Transfer of Shares; Small Accounts. (a) The
ownership and transfer of Shares shall be recorded on the books of the Trust
or, if there is a transfer or similar agent with respect to such Shares, on the
books and records of such transfer or similar agent with respect to such
Shares, which records shall be maintained separately for the Shares of each
Series or Class of the Trust. No certificates representing the ownership of
Shares shall be issued except as the Trustees may otherwise determine from time
to time. The Trustees may make such rules or impose such restrictions as they
consider necessary or appropriate for the issuance of Share certificates,
transfer of Shares and similar matters. The record books of the Trust, as kept
by the Trust or any transfer or similar agent of the Trust, shall be conclusive
as to who are the holders of Shares and as to the number of Shares held from
time to time by each Shareholder. No Shareholder shall be entitled to receive
any payment of a dividend or distribution, or to have notice given to him as
provided herein or in the Bylaws, until
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he has provided such information as shall be required to the Trust or, as
applicable, the Trust's transfer or similar agent with respect to his Shares.
(b) In the event any certificates representing Outstanding Shares are at
any time outstanding, the Trustees may at any time or from time to time
determine that Shares shall no longer be represented by certificates, and in
connection therewith, upon written notice to any Shareholder holding
certificates representing Outstanding Shares, such certificates shall be
cancelled, provided that such cancellation shall not affect the ownership by
such Shareholder of such Shares, and following such cancellation, ownership and
transfer of such Shares shall be recorded by book entry on the books of the
Trust or its transfer or similar agent.
(c) The Trustees may establish, from time to time, one or more minimum
investment amounts for Shareholder accounts, which may differ within and among
any Series or Classes, and may impose account fees on (which may be satisfied
by involuntarily redeeming the requisite number of Shares in any such account
in the amount of such fee), and/or require the involuntary redemption of Shares
held in, those accounts the net asset value of which for any reason falls below
such established minimum investment amounts, or may authorize the Trust to
convert any such Shares in such account to Shares of another Class or Series,
or take any other such action with respect to minimum investment amounts as may
be deemed necessary or appropriate by the Trustees, in each case upon such
terms as shall be established by the Trustees.
Section 4.5. Voting by Shareholders. (a) Shareholders shall not have the
power to vote on any matter except: (i) for the election or removal of Trustees
to the extent and as provided in Article V hereof; and (ii) with respect to
such additional matters relating to the Trust as may be required by law or as
the Trustees may consider and determine necessary or desirable.
(b) As determined by the trustees without the vote or consent of
Shareholders, on any matter submitted to a vote of Shareholders either (i) each
whole Share shall be entitled to one vote as to any matter on which it is
entitled to vote and each fractional Share shall be entitled to a proportionate
fractional vote, or (ii) each whole Share or fractional Share outstanding on
the record date shall entitle the holder thereof to a number of votes as to any
matter on which the Shareholder is entitled to vote equal to the net asset
value of the Share or fractional Share in United States dollars determined at
the close of business on the record date. Without limiting the power of the
Trustees in any way to designate otherwise in accordance with the preceding
sentence, the Trustees hereby establish that each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote and each
fractional Share shall be entitled to a proportionate fractional vote. There
shall be no cumulative voting in the election of Trustees or on any other
matter submitted to a vote of the Shareholders. Shares may be voted in person
or by proxy. Until Shares of the Trust or any Series or Class are issued, the
Trustees may exercise all rights of Shareholders of the Trust or such Series or
Class and may take any action required or permitted by law, this Declaration or
the Bylaws of the Trust to be taken by Shareholders of the Trust, such Series
or Class.
(c) On any matter submitted to a vote of the Shareholders of the Trust,
all Shares of all Series and Classes then entitled to vote shall be voted
together, except that (i) when required by the 1940 Act to be voted by
individual Series or Class, Shares shall be voted by individual Series or
Class, and (ii) when the Trustees have determined that the matter affects only
the interests of Shareholders of one or more Series or Classes, only
Shareholders of such one or more Series or Classes shall be entitled to vote
thereon.
Section 4.6. Meetings. Meetings of the Shareholders of the Trust or any
one or more Series or Classes thereof may be called and held from time to time
for the purpose of taking action upon any matter requiring the vote or
authority of the Shareholders as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. The Trustees may set in
the Bylaws provisions relating to the calling and holding of meetings
(including the holding of meetings by electronic or other similar means),
notice of meetings, record dates, place of meetings, conduct of meetings,
voting by proxy, postponement, adjournment or cancellation of meetings and
related matters.
Section 4.7. Quorum and Action. (a) The Trustees shall set forth in the
Bylaws the quorum required for the transaction of business by the Shareholders
at a meeting, which quorum shall in no event be less than Shares representing
thirty percent (30%) of the voting power of the Shares entitled to vote at such
meeting. If a quorum is present when a duly called and held meeting is
convened, the Shareholders present may continue to transact business until
adjournment, even though the withdrawal of a number of Shareholders originally
present leaves less than the proportion or number otherwise required for a
quorum.
(b) The Shareholders shall take action by the affirmative vote of the
holders of Shares entitled to vote and representing a majority of votes cast at
a meeting of Shareholders at which a quorum is present, except in the case of
the election of Trustees
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which shall only require a plurality and except as may be otherwise required by
applicable law or any provision of this Declaration or the Bylaws.
Section 4.8. Action by Written Consent in Lieu of Meeting of Shareholders.
Any action required or permitted to be taken at a meeting of the Shareholders
may be taken, if so directed by the Trustees, without a meeting by written
action executed by Shareholders, as of a record date specified in accordance
with the Bylaws, holding not less than the minimum voting power that would have
been necessary to take the action at a meeting, assuming that the Shareholders
holding all of the Outstanding Shares entitled to vote on that action were
present and voting at that meeting. The written action shall be effective when
it has been executed by the requisite number of Shareholders and delivered to
the secretary of the Trust, unless a different effective time is provided in
the written action. Such a consent may be executed and delivered by electronic
means in accordance with any procedures that may be adopted by the Trustees
from time to time.
Section 4.9. Series and Classes of Shares.
(a) Series. The current Series of the Trust are set forth on Schedule A
hereto. The Trustees may from time to time authorize the division of Shares
into additional Series. The relative rights, preferences, privileges,
limitations, restrictions and other relative terms of any Series shall be
established and designated by the Trustees, and may be modified by the Trustees
from time to time, upon and subject to the following provisions:
(i) Subject to variations between Classes of Shares of a Series, all
Shares shall be identical except that there may be such variations as shall
be fixed and determined by the Trustees from time to time between different
Series, including, without limitation, as to qualifications for ownership,
minimum purchase amounts, minimum account size, purchase price, fees and
expenses, redemptions, conversions and exchanges, and special and relative
rights as to dividends and on liquidation, and each Series shall have such
business purpose or investment objective as shall be determined by the
Trustees. Each Share of a Series shall represent a beneficial interest in
the net assets allocated or belonging to such Series only, and such
interest shall not extend to the assets of the Trust generally (except to
the extent that General Assets (as defined below) are allocated to such
Series). All references to Shares in this Declaration shall be deemed to
include references to Shares of any or all Series as the context may
require.
(ii) The number of authorized Shares of each Series and the number of
Shares of each Series that may be issued shall be unlimited. The Trustees
may divide or combine any issued or unissued Shares of any Series into a
greater or lesser number; classify or reclassify any issued or unissued
Shares into one or more Series; terminate any one or more Series; change
the name of a Series; and take such other action with respect to the Series
as the Trustees may deem desirable.
(iii) All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be
(collectively, the "Assets"), shall irrevocably belong to that Series for
all purposes, subject only to the rights of creditors of such Series, and
shall be so recorded upon the books of the Trust. Such Assets, together
with any General Assets (as hereinafter defined) allocated to that Series
as provided in the following sentence, are herein referred to as "Assets
belonging to" that Series. In the event that there are any assets, income,
earnings, profits or proceeds thereof, funds or payments which are not
readily identifiable as Assets belonging to any particular Series
(collectively, the "General Assets"), the Trustees shall allocate such
General Assets to and among any one or more of the Series created from time
to time in such manner and on such basis as they deem fair and equitable;
and any General Assets allocated to a particular Series shall be Assets
belonging to that Series. Each such allocation by the Trustees shall be
conclusive and binding upon the Shareholders of all Series for all
purposes. Separate and distinct records shall be maintained for each Series
and the Assets belonging to each Series shall be held and accounted for in
such separate and distinct records separately from the Assets belonging to
all other Series and the General Assets of the Trust not allocated to such
Series.
(iv) The Assets belonging to a particular Series shall be charged with
the debts, liabilities and obligations of the Trust in respect of that
Series and with all expenses, costs, charges and reserves attributable to
that Series (collectively, the "Liabilities"), which Liabilities shall be
recorded upon the books of the Trust. Such Liabilities together with any
General Liabilities (as hereinafter defined) allocated to that Series as
provided in the following sentence, are herein referred to as "Liabilities
belonging to" that Series. In the event there are any debts, liabilities,
obligations, expenses, costs, charges or reserves of the Trust that are not
readily identifiable as belonging to any particular Series (collectively,
the "General
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Liabilities"), the Trustees shall allocate and charge such General
Liabilities to and among any one or more of the Series created from time to
time in such manner and on such basis as they deem fair and equitable; and
any General Liabilities so allocated to a particular Series shall belong to
that Series. Each such allocation by the Trustees shall be conclusive and
binding upon all concerned for all purposes. Without limiting the
foregoing, but subject to the right of the Trustees to allocate General
Liabilities as herein provided, the Liabilities belonging to a particular
Series shall be enforceable only against the Assets belonging to such
Series and not against the assets of the Trust generally or against the
Assets belonging to any other Series, and none of the General Liabilities
incurred, contracted for or otherwise existing with respect to the Trust
generally or any Liabilities incurred, contracted for or otherwise existing
with respect to any other Series shall be enforceable against the Assets
belonging to such Series. Notice of this contractual limitation on
liabilities among Series shall be set forth in the Certificate of Trust
(whether originally or by amendment) as filed or to be filed with the
Secretary of State of the State of Delaware pursuant to the Delaware Act,
and upon the giving of such notice in the Certificate of Trust, the
statutory provisions of [sec]3804(a) of the Delaware Act relating to
limitations on liabilities among Series (and the statutory effect under
[sec]3804(a) of setting forth such notice in the Certificate of Trust)
shall become applicable to the Trust and each Series. Any Person extending
credit to, contracting with or having any claim against any Series may look
only to the Assets belonging to that Series to satisfy or enforce any
Liability belonging to that Series. No Shareholder or former Shareholder of
any Series, in such capacity, shall have a claim on or any right to any
Assets belonging to any other Series or the Trust generally.
(b) Classes. The current Classes are set forth on Schedule B hereto with
respect to those Series identified on such Schedule. The Trustees may from time
to time authorize the division of Shares of the Trust or any Series thereof
into additional Classes. The relative rights, preferences, privileges,
limitations, restrictions and other relative terms of a Class shall be
established and designated by the Trustees and may be modified by the Trustees
from time to time. All Shares of a Class of a Series shall be identical with
each other and with the Shares of each other Class of the same Series except
for such variations between Classes as may be authorized by the Trustees from
time to time and not prohibited by the 1940 Act, including, without limitation,
as to qualifications for ownership, minimum purchase amounts, minimum account
size, purchase price, fees and expenses, right of redemption, and the price,
terms and manner of redemption, conversion and exchange rights and features and
special and relative rights as to dividends and on liquidation. The number of
authorized Shares of each Class and the number of Shares of each Class that may
be issued shall be unlimited. The Trustees may divide or combine the issued or
unissued Shares of any Class into a greater or lesser number; classify or
reclassify any issued or unissued Shares of any Class into one or more Classes;
combine two or more Classes of a Series into a single Class of such Series;
terminate any one or more Classes of Shares; change the name or other
designation of a Class; and take such other action with respect to the Classes
as the Trustees may deem desirable. To the extent necessary or appropriate to
give effect to the preferences and special or relative rights and privileges of
any Classes, the Trustees may allocate assets, liabilities, income and expenses
of a Series to a particular Class of that Series or apportion the same among
two or more Classes of that Series. All references to Shares in this
Declaration shall be deemed to include references to Shares of any or all
Classes as the context may require.
(c) Establishment and Designation of Series and Classes. The establishment
and designation of any Series or Class of Shares shall be made either by the
vote of a majority of the Trustees or by the execution by a majority of the
Trustees of an instrument in each case setting forth such establishment and
designation, the effective date of such establishment and designation and the
relative rights, preferences, privileges, limitations, restrictions and other
relative terms of such Series and/or Class, whether directly in such resolution
or instrument or by reference to one or more documents or instruments outside
this Declaration and outside the resolutions, as the same may be in effect from
time to time, including any Prospectus relating to such Series or Class, and
any such resolutions or instruments shall be deemed to be incorporated by
reference herein as part of the Trust's "governing instrument" within the
meaning of the Delaware Act. Additions or modifications to a designation,
including, without limitation, any termination of an existing Series or Class,
shall be made in the same manner as is permitted for the establishment and
designation of such Series or Class.
Section 4.10. Disclosure of Shareholder Holdings. The holders of Shares or
other securities of the Trust shall upon demand disclose to the Trust in
writing such information with respect to direct and indirect ownership of
Shares or other securities of the Trust as the Trustees deem necessary to
comply with the provisions of the Code; to comply with the requirements of any
other law or regulation; or as the Trustees may otherwise decide, and ownership
of Shares may be disclosed by the Trust if so required by applicable law or as
the Trustees may otherwise decide.
Section 4.11. Access to Trust Records. As provided in Section 3819 of the
Delaware Act, Shareholders shall only have such right to inspect the such
records, documents, accounts and books of the Trust as may be granted from time
to time
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by the Trustees, and subject to such reasonable standards (including standards
governing what information and documents are to be furnished at what time and
location and at whose expense as may be established from time to time by the
Trustees.
Section 4.12. Communications with Shareholders. Any notices, reports,
statements, or communications with Shareholders of any kind required under this
Declaration, including any such communications with Shareholders or their
counsel or other representatives required under Section 9.8 hereof, or
otherwise made by the Trust or its agents on behalf of the Trust shall be
governed by the provisions pertaining thereto in the Bylaws.
ARTICLE V
THE TRUSTEES
Section 5.1. Management of the Trust. The business and affairs of the
Trust shall be managed under the direction of the Trustees, and they shall have
all powers necessary and desirable to carry out that responsibility, including,
without limitation, those powers described more fully in Article VI hereof.
Section 5.2. Qualification and Number. Each Trustee shall be a natural
person. A Trustee need not be a citizen of the United States or a resident of
the State of Delaware. By a majority vote or consent of the Trustees as may
then be in office, the Trustees may from time to time establish the number of
Trustees. No decrease in the number of Trustees shall have the effect of
removing any Trustee from office prior to the expiration of his term, but the
number of Trustees may be decreased in conjunction with the resignation,
retirement or removal of a Trustee pursuant to Section 5.4 hereof.
Section 5.3. Term and Election. Except as provided in Section 5.4 below,
each Trustee shall hold office until the next meeting of Shareholders called
for the purpose of considering the election or re-election of such Trustee or
of a successor to such Trustee, and until his successor, if any, is elected,
qualified and serving as a Trustee hereunder. Any Trustee vacancy may be filled
by the affirmative vote or consent of a majority of the Trustees then in
office, except as prohibited by the 1940 Act, or, if for any reason there are
no Trustees then in office, vacancies may be filled by the officers of the
Trust elected pursuant to Section 6.2(b)(iii) hereof, or may be filled in any
other manner permitted by the 1940 Act.
Section 5.4. Resignation, Retirement and Removal. Any Trustee may resign
or retire as a Trustee by an instrument in writing signed by him and delivered
or mailed to the Chair, if any, the president or the secretary, and such
resignation or retirement shall be effective upon such delivery, or at a later
date according to the terms of the instrument. Any Trustee who has attained a
mandatory retirement age or term limit established pursuant to, or who is
otherwise required to retire in accordance with, any written policy adopted
from time to time by at least two-thirds (2/3) of the Trustees shall,
automatically and without action of such Trustee or the remaining Trustees, be
deemed to have retired in accordance with the terms of such policy, effective
as of the date determined in accordance with such policy. Except as aforesaid,
any Trustee may be removed from office only (i) by action of at least
two-thirds (2/3) of the voting power of the Outstanding Shares, or (ii) by the
action of a majority of the remaining Trustees, specifying the date when such
removal shall become effective. Except to the extent expressly provided in a
written agreement to which the Trust is a party or in a written policy adopted
by the Trustees, no resigning, retiring or removed Trustee shall have any right
to any compensation for any period following his resignation, retirement or
removal, or any right to damages on account of such resignation, retirement or
removal.
Section 5.5. Vacancies. The death, resignation, retirement, removal, or
incapacity of one or more of the Trustees, or all of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant to the terms
of this Declaration. Whenever a vacancy in the number of Trustees shall occur,
until such vacancy is filled as provided herein, or the number of Trustees as
fixed is reduced, the Trustees in office, regardless of their number, shall
have all the powers granted to the Trustees, and during the period during which
any such vacancy shall occur, only the Trustees then in office shall be counted
for the purposes of the existence of a quorum or any action to be taken by such
Trustees.
ARTICLE VI
POWERS OF TRUSTEES
Section 6.1. General Powers. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust but
with full powers of delegation, except as may otherwise be expressly prohibited
by this Declaration. The Trustees shall have the power to direct the business
and affairs of the Trust and carry on the Trust's operations and maintain
offices both within and outside the State of Delaware, and to do or authorize
all such other things and execute or authorize the execution of all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust. With respect to any power or authority of the Trustees
hereunder, whether stated or implied, the Trustees shall have
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all further powers and authority as may be necessary, incidental, relative,
conductive, appropriate or desirable for the accomplishment, carrying out or
attainment of any action authorized by the Trustees. In construing the
provisions of this Declaration, the presumption shall be in favor of a grant of
power to the Trustees. Without limiting the foregoing, the Trustees shall have
power and authority to operate and carry on the business of an investment
company and the Trustees shall exercise all the powers as are necessary,
convenient, appropriate, incidental or customary in connection therewith and
may exercise all powers which are ordinarily exercised by the trustees of a
statutory trust. The enumeration of any specific power herein shall not be
construed as limiting the aforesaid general powers. Such powers of the Trustees
may be exercised without order of or resort to any court. Whenever in this
Declaration the Trustees are given authority to act on behalf of the Trust or
to direct, authorize or cause the Trust to take any action, such power and
authority shall apply, mutatis mutandis, to any action of the Trust on behalf
of any Series or Class, whether or not specific reference is made to Series or
Classes.
Section 6.2. Certain Specific Powers. (a) Investments. The Trustees shall
not in any way be bound or limited by present or future laws, rules,
regulations, or customs in regard to investments by fiduciaries, but shall have
full authority and power to authorize the Trust to make, invest and reinvest
in, to buy or otherwise acquire, to hold, for investment or otherwise, to
borrow, to sell, terminate, exercise or otherwise dispose of, to lend or to
pledge, to write, enter into, engage, trade or deal in any and all investments
or investment strategies as they may deem proper at any time and from time to
time to accomplish the purpose of the Trust or any Series thereof. In
furtherance of, and in no way limiting, the foregoing, the Trustees shall have
power and authority to authorize the Trust:
(i) to exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities or other assets;
(ii) to hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form or either
in the Trust's name or in the name of a custodian or a nominee or nominees;
(iii) to exercise all rights, powers and privileges of ownership or
interest in all securities and other assets included in the Trust Property,
including the right to vote thereon and otherwise act with respect thereto
and to do all acts for the preservation, protection, improvement and
enhancement in value of all such assets;
(iv) to acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any property, real
or personal, tangible or intangible, including cash, securities,
currencies, any commodities, and any interest therein;
(v) to borrow money for any purpose and in this connection issue notes
or other evidence of indebtedness;
(vi) to secure borrowings by mortgaging, pledging or otherwise
subjecting as security all or any portion of the Trust Property;
(vii) to endorse, guarantee, or undertake the performance of any
obligation or engagement of any other Person;
(viii) to lend money or any other Trust Property;
(ix) to aid by further investment any corporation, company, trust,
association or firm, any obligation of or interest in which is included in
the Trust Property or in the affairs of which the Trustees have any direct
or indirect interest and to do all acts and things designed to protect,
preserve, improve or enhance the value of such obligation or interest;
(x) to guarantee or become surety on any or all of the contracts,
stocks, bonds, notes, debentures and other obligations of any such
corporation, company, trust, association or firm;
(xi) to consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security or
property of which is held in the Trust;
(xii) to consent to any contract, lease, mortgage, purchase, or sale
of property by such corporation or issuer;
(xiii) to pay calls or subscriptions with respect to any security held
in the Trust; and
(xiv) to join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that connection
to deposit any security with, or transfer any security to, any such
committee, depositary or trustee, and to delegate to them such power and
authority with relation to any security (whether or not so deposited or
transferred)
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as the Trustees shall deem proper, and to agree to pay, and to pay, such
portion of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper.
(b) Additional Powers. The Trustees shall have the power and authority on
behalf of the Trust:
(i) to employ, engage or contract with, or make payments to, such
Persons as the Trustees may deem desirable for the transaction of the
business of the Trust or any Series thereof, including, without limitation,
any Trustee or officer of the Trust or any firm of which any such Trustee
or officer is a member, whether as agents or independent contractors of the
Trust or any Series thereof, or as delegates of the Trustees, officers, or
any other Person who may be involved with the management of the business
affairs of the Trust or any Series thereof, to have such titles, and such
rights, powers and duties as the Trustees may determine from time to time,
to terminate any such employment, engagement or contract or other
relationship, and to delegate to any such Person the supervision of any
other Person that has been so employed, engaged or contracted with;
(ii) to authorize the Trust to enter into joint ventures, partnerships
and any other combinations or associations;
(iii) to elect and remove such officers as they consider appropriate,
including, without limitation, a president and a secretary;
(iv) to authorize the Trust to indemnify any Person with whom the
Trust has dealings, including, without limitation, any service provider
employed pursuant to Article VII hereof, to such extent as the Trustees
shall determine;
(v) to authorize the Trust to purchase, and pay for out of Trust
Property, (A) insurance policies insuring the Shareholders, Trustees,
officers, employees and any other Persons, including, without limitation,
any service provider employed pursuant to Article VII hereof, against any
or all claims arising by reason of holding any such position or by reason
of any action taken or omitted by any such Person in such capacity whether
or not the Trust would have the power to indemnify such Person against such
liability, (B) insurance for the protection of Trust Property, (C)
insurance as may be required by applicable law, or (D) such other insurance
as the Trustees shall deem advisable, in each case as the Trustees shall
determine;
(vi) to authorize the Trust to establish pension, profit-sharing,
share purchase, and other retirement, incentive and benefit plans,
including the purchasing of life insurance and annuity contracts as a means
of providing such retirement and other benefits, for any Trustees,
officers, employees and agents of the Trust;
(vii) to authorize the Trust to guarantee indebtedness or contractual
obligations of others;
(viii) to determine and change the fiscal year of the Trust or any
Series and the method by which its accounts shall be kept;
(ix) to adopt a seal for the Trust, but the absence of such seal shall
not impair the validity of any instrument executed on behalf of the Trust;
and
(x) to engage in any other lawful act or activity in connection with
or incidental to any of the powers enumerated in this Declaration, to do
everything necessary, suitable or proper for the accomplishment of any
purpose or the attainment of any object or the furtherance of any power
herein set forth, either alone or in association with others, and to do
every other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.
(c) The foregoing enumeration of the powers and authority of the Trustees
shall be read as broadly and liberally as possible, it being the intent of the
foregoing in no way to limit the Trustees' powers and authority.
Section 6.3. Issuance and Repurchase of Shares. The Trustees shall have
the power to authorize the Trust to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise
deal in Shares and in any options, warrants or other rights to purchase Shares
or any other interests in the Trust other than Shares.
Section 6.4. Delegation; Committees. The Trustees shall have power to
delegate from time to time to one or more of their number or to officers,
employees or agents of the Trust the doing of such things and the execution of
such instruments either in the name of the Trust or the names of the Trustees
or otherwise as the Trustees may deem expedient, except to the extent such
delegation is prohibited by applicable law. Without limiting the foregoing, and
notwithstanding any provisions herein to the contrary, the Trustees may by
resolution appoint committees consisting of one or more, but less than the
whole
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number of, Trustees then in office and such other members as the Trustees shall
approve, which committees may be empowered to act for and bind the Trustees and
the Trust, as if the acts of such committees were the acts of all the Trustees
then in office.
Section 6.5. Collection and Payment. The Trustees shall have the power to
authorize the Trust or its agents to: collect all money or other property due
to the Trust; to pay all claims, including taxes, against the Trust Property;
to prosecute, defend, arbitrate, compromise or abandon any claims relating to
the Trust Property; to foreclose any security interest securing any
obligations, by virtue of which any money or other property is owed to the
Trust; and to enter into releases, agreements and other instruments; but the
Trustees shall have no liability for failing to authorize any of the foregoing.
Section 6.6. Expenses. The Trustees shall have the power to authorize the
Trust to incur and pay any expenses which, in the opinion of the Trustees, are
necessary or incidental to carry out any of the purposes of this Declaration,
to pay compensation from the funds of the Trust to themselves as Trustees and
to reimburse themselves from the funds of the Trust for their expenses and
disbursements. The Trustees shall fix the compensation of all officers,
employees and Trustees.
Section 6.7. Manner of Acting. Except as otherwise provided herein, under
applicable law or in the Bylaws, any action to be taken or determination made
by the Trustees may be taken or made by a majority of the Trustees present at a
meeting of Trustees (a quorum being present), including any meeting held by
means of a conference telephone circuit or similar communications equipment by
means of which all persons participating in the meeting can hear each other, or
by written consents of a majority of Trustees then in office. Any such action
or determination may be made by reference to one or more documents or
instruments or policies or procedures outside this Declaration and outside the
resolutions of the Trustees. Except as set forth specifically in this
Declaration, any action that may be taken by the Trustees may be taken by them
in their sole discretion and without the vote or consent of Shareholders.
Section 6.8. Bylaws. The Trustees may adopt Bylaws not inconsistent with
this Declaration to provide for the conduct of the business of the Trust and
shall have the exclusive power to amend or repeal such Bylaws.
Section 6.9. Principal Transactions. Except in transactions not permitted
by the 1940 Act, the Trustees may authorize the Trust to buy any securities or
other assets from or sell or lend any securities or other assets of the Trust
to, any affiliate of the Trust or any account managed by an affiliate of the
Trust, any Trustee or officer of the Trust or any firm of which any such
Trustee or officer is a member acting as principal, or have any such dealings
with any service provider employed pursuant to Article VII hereof.
Section 6.10. Effect of Trustees' Determination. Any action taken or
determination made by or pursuant to the direction of the Trustees in good
faith and consistent with the provisions of this Declaration shall be final and
conclusive and shall be binding upon the Trust, every holder at any time of
Shares and any other Person.
ARTICLE VII
SERVICE PROVIDERS
Section 7.1. Investment Adviser and Administrator. The Trust may enter
into contracts with one or more Persons, to act as investment adviser,
investment sub-adviser, manager, administrator, sub-administrator or other
agent to the Trust or Series, and as such to perform such functions as the
Trustees may deem reasonable and proper, including, without limitation,
investment advisory, management, research, valuation of assets, clerical and
administrative functions, under such terms and conditions, and for such
compensation, as the Trustees may deem advisable. The Trustees may also
authorize any adviser or sub-adviser to employ one or more sub-advisers from
time to time and any administrator to employ one or more sub-administrators
from time to time, upon such terms and conditions as shall be approved by the
Trustees.
Section 7.2. Underwriter; Transfer Agent; Shareholder Servicing Agent;
Custodian. The Trust may enter into a contract or contracts with one or more
Persons to act as underwriters, distributors or placement agents whereby the
Trust may either agree to sell Shares of the Trust or any Series or Class to
the other party or parties to the contract or appoint such other party or
parties its sales agent or agents for such Shares and with such other
provisions as the Trustees may deem reasonable and proper, and the Trust may
from time to time enter into transfer agency, sub-transfer agency and/or
shareholder servicing contract(s), in each case with such terms and conditions,
and providing for such compensation, as the Trustees may deem advisable.
All securities and cash of the Trust shall be held pursuant to a written
contract or contracts with one or more custodians and subcustodians or shall
otherwise be held in accordance with the 1940 Act.
Section 7.3. Parties to Contract. Any contract of the character described
in this Article VII may be entered into with any Person, including, without
limitation, the investment adviser, any investment sub-adviser or an affiliate
of the investment adviser
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or sub-adviser, although one or more of the Trustees, officers, or Shareholders
of the Trust may be an officer, director, trustee, shareholder, or member of
such other party to the contract, or otherwise interested in such contract, and
no such contract shall be invalidated or rendered voidable by reason of the
existence of any such relationship, nor shall any Person holding such
relationship be liable merely by reason of such relationship for any loss or
expense to the Trust under or by reason of said contract or accountable for any
profit realized directly or indirectly therefrom, provided that the contract
when entered into was not inconsistent with the provisions of this Article VII
or the Bylaws. The same Person may be a party to more than one contract entered
into pursuant to this Article VII and any individual may be financially
interested or otherwise affiliated with Persons who are parties to any or all
of the contracts mentioned in this Article VII.
Section 7.4. Further Authority of Trustees. The authority of the Trustees
hereunder to authorize the Trust to enter into contracts or other agreements or
arrangements shall include the authority of the Trustees to modify, amend,
waive any provision of, supplement, assign all or a portion of, novate, or
terminate such contracts, agreements or arrangements. The enumeration of any
specific contracts in this Article VII shall in no way be deemed to limit the
power and authority of the Trustees as set forth in Section 6.2 hereof to
authorize the Trust to employ, contract with or make payments to such Persons
as the Trustees may deem desirable for the transaction of the business of the
Trust.
ARTICLE VIII
DISTRIBUTIONS; REDEMPTIONS; DETERMINATION OF NET ASSET VALUE
Section 8.1. Distributions. The Trustees may from time to time declare and
authorize the payment of, or may prescribe and set forth in a duly adopted vote
or votes of the Trustees, the bases and time or frequency, which may be monthly
or otherwise, for the declaration and payment of, such dividends and
distributions on Shares of a particular Series or Class thereof as they may
deem necessary or desirable, after providing for actual and accrued expenses
and liabilities (including such reserves as the Trustees may establish)
determined in accordance with good accounting practices. All dividends and
distributions on Shares of a particular Series shall be distributed only from
the Assets belonging to that Series, as such term is defined in Section 4.9
hereof, and shall be distributed pro rata to the Shareholders of that Series in
proportion to the number of Shares of that Series held by such Shareholders at
the date and time of record for the payment of such dividends or distributions,
subject to any variations with respect to Classes of Shares of such Series, if
any, and in a manner consistent with the 1940 Act and the Code. Such
distributions may be paid in cash and/or in securities or other property, and
the composition of any such distribution shall be determined by the Trustees
and may be different among Shareholders (including differences among
Shareholders in the same Series or Class).
Section 8.2. Redemption of Shares. All shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. The Trust shall redeem the Shares of the Trust or any Series or
Class thereof at the price determined as hereinafter set forth, at such offices
or agencies and in accordance with such conditions, not inconsistent with the
1940 Act, regarding the redemption of Shares as may be described in the
applicable Prospectus.
Section 8.3. Redemption Price. Shares of the Trust, or of any Series or
Class thereof shall be redeemed at their net asset value determined as set
forth in Section 8.7 hereof as of such time or times as the Trustees shall have
theretofore prescribed, less such fees and/or charges, if any, as may be
established by the Trustees from time to time.
Section 8.4. Payment. Payment of the redemption price of Shares of the
Trust or any Series or Class thereof shall be made in cash or in property or
any combination thereof, out of the assets of the Trust or, as applicable, the
Assets belonging to such Series, as such term is defined in Section 4.9 hereof,
and the composition of any such payment may be different among Shareholders
(including differences among Shareholders in the same Series or Class), at such
time and in the manner as may be specified from time to time in the applicable
Prospectus. In no event shall the Trust be liable for any delay of any other
Person in transferring securities or other property selected for delivery as
all or part of any such payment.
Section 8.5. Redemption of Shareholder's Interest By Action of Trust.
Subject to the provisions of the 1940 Act, the Trust may redeem some or all of
the Shares of the Trust or one or more Series or Classes held by any
Shareholder for any reason and under terms set by the Trustees, including by
way of illustration, for the following reasons:
(a) the value of such Shares held by such Shareholder being less than the
minimum amount established from time to time by the Trustees;
(b) the determination that direct or indirect ownership of Shares by any
Person has become concentrated in such Shareholder to any extent that would
disqualify that Series as a regulated investment company under the Code;
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(c) the failure of a Shareholder to supply a tax identification or other
identification or if the Trust is unable to verify a Shareholder's identity;
(d) the failure of a Shareholder to pay when due for the purchase of Shares
issued to such Shareholder;
(e) the failure of a Shareholder to meet or maintain the qualifications
for ownership of a particular Class or Series of Shares;
(f) the payment of account fees or other charges, expenses and/or fees as
set by the Trustees, including without limitation any small account fees
permitted by Section 4.4 hereof;
(g) the determination that ownership of Shares by a particular Shareholder
is not in the best interests of the remaining Shareholders of the Trust or
applicable Series or Class;
(h) the failure of a holder of Shares or other securities of the Trust to
comply with a demand pursuant to Section 4.10 hereof;
(i) in connection with the termination of any Series or Class of Shares; or
(j) when the Trust is requested or compelled to do so by governmental
authority or applicable law.
Section 8.6. Suspension of Right of Redemption. Notwithstanding the
foregoing, the Trust may postpone payment of the redemption price and may
suspend the right of the holders of Shares to require the Trust to redeem
Shares to the extent permissible under the 1940 Act.
Section 8.7. Determination of Net Asset Value; Valuation of Portfolio
Assets. The Trustees may from time to time prescribe such bases and times for
determining the per Share net asset value of the Shares of the Trust or any
Series or Class thereof and may prescribe or approve the procedures and methods
for determining the value of portfolio assets as they may deem necessary or
desirable.
The Trust may suspend the determination of net asset value during any
period when it may suspend the right of the holders of Shares to require the
Trust to redeem Shares.
Section 8.8. Constant Net Asset Value. With respect to any Series that
holds itself out as a money market or stable value fund, the Trustees shall
have the power to reduce the number of Outstanding Shares of the Series by
reducing the number of Shares in the account of each Shareholder on a pro rata
basis, or to take such other measures as are not prohibited by the 1940 Act, so
as to maintain the net asset value per share of such Series at a constant
dollar amount.
Section 8.9. Reserves. The Trustees may set apart, from time to time, out
of any funds of the Trust or Series or out of funds allocable to a Class
thereof a reserve or reserves for any proper purpose, and may abolish any such
reserve.
Section 8.10. Determination by Trustees. The Trustees may make any
determinations they deem necessary with respect to the provisions of this
Article VIII, including, but not limited to, the following matters: the amount
of the assets, obligations, liabilities and expenses of the Trust; the amount
of the net income of the Trust from dividends, capital gains, interest or other
sources for any period and the amount of assets at any time legally available
for the payment of dividends or distributions; which items are to be treated as
income and which as capital; the amount, purpose, time of creation, increase or
decrease, alteration or cancellation of any reserves or charges and the
propriety thereof (whether or not any obligation or liability for which such
reserves or charges were created shall have been paid or discharged); the
market value, or any other price to be applied in determining the market value,
or the fair value, of any security or other asset owned or held by the Trust;
the number of Shares of the Trust issued or issuable; the net asset value per
Share; and any of the foregoing matters as it may pertain to any Series or
Class.
ARTICLE IX
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 9.1. No Personal Liability of and Indemnification of Shareholders.
No personal liability for any debt, liability or obligation or expense incurred
by, contracted for, or otherwise existing with respect to, the Trust or any
Series or Class shall attach to any Shareholder or former Shareholder of the
Trust. In case any Shareholder or former Shareholder of the Trust shall be held
to be personally liable solely by reason of his being or having been a
Shareholder and not because of his acts or omissions or for some other reason,
the Shareholder or former Shareholder (or his heirs, executors, administrators
or other
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legal representatives or in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the assets of
the Trust or, if the Trust has more than one Series, the applicable Series, to
be held harmless from and indemnified against all loss and expense arising from
such liability; provided, however, there shall be no liability or obligation of
the Trust or any Series arising hereunder to reimburse any Shareholder for
taxes paid by reason of such Shareholder's ownership of any Shares or for
losses suffered by reason of any changes in value of any Trust assets. The
Trust shall, upon request by the Shareholder or former Shareholder, assume the
defense of any claim made against the Shareholder for any act or obligation of
the Trust and satisfy any judgment thereon.
Section 9.2. Limitation of Liability of Trustees and Others. (a) No
Liability to Third Parties. No person who is or has been a Trustee, officer, or
employee of the Trust shall be subject to any personal liability whatsoever to
any Person, other than the Trust or its Shareholders, in connection with the
affairs of the Trust; and all Persons shall look solely to the Trust Property
or Property of a Series for satisfaction of claims of any nature arising in
connection with the affairs of the Trust or such Series.
Every note, bond, contract, instrument, certificate, Share or undertaking
and every other act or thing whatsoever executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been executed or done only in or with respect to
their or his capacity as Trustees or Trustee and neither such Trustees or
Trustee nor the Shareholders shall be personally liable thereon.
All Persons extending credit to, contracting with or having any claim
against the Trust or a Series shall look only to the assets of the Trust
Property or the Trust Property of such Series for payment under such credit,
contract or claim; and neither the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally
liable therefor.
(b) Limitation of Liability to Trust and Shareholders. No person who is or
has been a Trustee, officer or employee of the Trust shall be liable to the
Trust or to any Shareholder for any action or failure to act except for his or
her own bad faith, willful misfeasance, gross negligence or reckless disregard
of his or her duties involved in the conduct of the individual's office, and
for nothing else, and shall not be liable for errors of judgment or mistakes of
fact or law.
(c) No Liability for Acts of Others. Without limiting the foregoing
limitations of liability contained in this Section 9.2, a Trustee shall not be
responsible for or liable in any event for any neglect or wrongdoing of any
officer, employee, investment adviser, sub-adviser, principal underwriter,
custodian or other agent of the Trust, nor shall any Trustee be responsible or
liable for the act or omission of any other Trustee (or for the failure to
compel in any way any former or acting Trustee to redress any breach of trust),
except in the case of such Trustee's own willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
or her office.
Section 9.3. Experts; No Bond or Surety. The Trustees may rely upon advice
of counsel or other experts with respect to the meaning and operation of this
Declaration and their duties as Trustees hereunder, and shall be under no
liability for any act or omission in accordance with such advice or for merely
failing to follow such advice. In discharging their duties, the Trustees, when
acting in good faith, shall be entitled to rely upon the books of account of
the Trust and upon written reports made to the Trustees by any officer
appointed by them, any independent registered public accounting firm and (with
respect to the subject matter of the contract involved) any officer, partner or
responsible employee of any other party to any contract entered into hereunder.
The appointment, designation or identification of a Trustee as chair of the
Trustees, a member or chair of a committee of the Trustees, an expert on any
topic or in any area (including an audit committee financial expert), or the
lead independent Trustee, or any other special appointment, designation or
identification of a Trustee, shall not impose on that person any standard of
care or liability that is greater than that imposed on that person as a Trustee
in the absence of the appointment, designation or identification, and no
Trustee who has special skills or expertise, or is appointed, designated or
identified as aforesaid, shall be held to a higher standard of care by virtue
thereof. In addition, no appointment, designation or identification of a
Trustee as aforesaid shall affect in any way that Trustee's rights or
entitlement to indemnification or advancement of expenses. The Trustees shall
not be required to give any bond as such, nor any surety if a bond is required.
Section 9.4. Liability of Third Persons Dealing with the Trust or
Trustees. No third Person dealing with the Trust or the Trustees shall be bound
to make any inquiry concerning the validity of any transaction made or to be
made by the Trust or Trustees or to see to the application of any payments made
or property transferred to the Trust or upon its order.
Section 9.5. Indemnification and Advancement of Expenses. Subject to the
exceptions and limitations contained in this Section 9.5, every person who is,
or has been, a Trustee, officer, or employee of the Trust, including persons
who serve at the request of the Trust as directors, trustees, officers,
employees or agents of another organization in which the Trust has
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an interest as a shareholder, creditor or otherwise (hereinafter referred to as
a "Covered Person"), shall be indemnified by the Trust or the applicable Series
to the fullest extent permitted by law against liability and against all
expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or otherwise
by virtue of his being or having been such a Trustee, director, officer,
employee or agent and against amounts paid or incurred by him in settlement
thereof.
No indemnification shall be provided hereunder to a Covered Person to the
extent such indemnification is prohibited by applicable federal law.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Covered Person may now or hereafter be entitled,
shall continue as to a person who has ceased to be such a Covered Person and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
Subject to applicable federal law, expenses of preparation and
presentation of a defense to any claim, action, suit or proceeding subject to a
claim for indemnification under this Section 9.5 shall be advanced by the Trust
or the applicable Series prior to final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this
Section 9.5.
To the extent that any determination is required to be made as to whether
a Covered Person engaged in conduct for which indemnification is not provided
as described herein, or as to whether there is reason to believe that a Covered
Person ultimately will be found entitled to indemnification, the Person or
Persons making the determination shall afford the Covered Person a rebuttable
presumption that the Covered Person has not engaged in such conduct and that
there is reason to believe that the Covered Person ultimately will be found
entitled to indemnification.
As used in this Section 9.5, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, demands, actions, suits,
investigations, regulatory inquiries, proceedings or any other occurrence of a
similar nature, whether actual or threatened and whether civil, criminal,
administrative or other, including appeals, and the words "liability" and
"expenses" shall include without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.
Section 9.6. Further Indemnification. Nothing contained herein shall
affect any rights to indemnification to which any Covered Person or other
Person may be entitled by contract or otherwise under law or prevent the Trust
from entering into any contract to provide indemnification to any Covered
Person or other Person. Without limiting the foregoing, the Trust may, in
connection with the acquisition of assets subject to liabilities pursuant to
Section 4.2 hereof or a merger or consolidation pursuant to Section 10.2
hereof, assume the obligation to indemnify any Person including a Covered
Person or otherwise contract to provide such indemnification, and such
indemnification shall not be subject to the terms of this Article IX.
Section 9.7. Amendments and Modifications. Without limiting the provisions
of Section 11.1(b) hereof, in no event will any amendment, modification or
change to the provisions of this Declaration or the Bylaws adversely affect in
any manner the rights of any Covered Person to (a) indemnification under
Section 9.5 hereof in connection with any proceeding in which such Covered
Person becomes involved as a party or otherwise by virtue of being or having
been a Trustee, officer or employee of the Trust or (b) any insurance payments
under policies maintained by the Trust, in either case with respect to any act
or omission of such Covered Person that occurred or is alleged to have occurred
prior to the time such amendment, modification or change to this Declaration or
the Bylaws.
Section 9.8. Derivative Actions. (a) Subject to the Delaware Act, no
Shareholder may bring a derivative or similar action or proceeding in the right
of the Trust or any Series to recover a judgment in its favor (a "derivative
action") unless each of the following conditions is met:
(i) Each Complaining Shareholder was a Shareholder of (A) the Series
on behalf of or in the right of which the action is proposed to be brought
and (B) a Class of the Series affected by the action or failure to act
complained of, to the extent that fewer than all Classes were affected (the
"affected Series or Class"), at the time of the action or failure to act
complained of, or acquired the Shares afterwards by operation of law from a
Person who was a Shareholder at that time;
(ii) Each Complaining Shareholder was a Shareholder of the affected
Series or Class at the time the demand required by subparagraph (iii) below
was made;
(iii) Prior to the commencement of such derivative action, the
Complaining Shareholders have made a written demand on the Trustees
requesting that the Trustees cause the Trust to file the action itself on
behalf of the affected Series
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or Class (a "demand"), which demand (A) shall be executed by or on behalf
of no less than three Complaining Shareholders, each of which shall be
unaffiliated and unrelated (by blood or by marriage) to any other
Complaining Shareholder executing such written demand and (B) shall include
at least the following:
(1) a detailed description of the action or failure to act
complained of, the facts upon which each such allegation is made and
the reasonably estimated damages or other relief sought;
(2) a statement to the effect that the Complaining Shareholders
believe in good faith that they will fairly and adequately represent
the interests of similarly situated Shareholders in enforcing the
right of the affected Series or Class and an explanation of why the
Complaining Shareholders believe that to be the case;
(3) a certification that the requirements of subparagraphs (i)
and (ii) of this paragraph (a) have been met, as well as information
reasonably designed to allow the Trustees to verify that
certification;
(4) a list of all other derivative or class actions in which any
of the Complaining Shareholders is or was a named plaintiff, the court
in which such action was filed, the date of filing, the name of all
counsel to any plaintiffs and the outcome or current status of such
actions;
(5) a certification of the number of Shares of the affected
Series or Class owned beneficially or of record by each Complaining
Shareholder at the time set forth in subparagraphs (i), (ii) and (iii)
of this paragraph (a) and an undertaking that each Complaining
Shareholder will be a Shareholder of the affected Series or Class as
of the commencement of and throughout the derivative action and will
notify the Trust in writing of any sale, transfer or other disposition
by any of the Complaining Shareholders of any such Shares within three
business days thereof; and
(6) an acknowledgment of the provisions of paragraphs (e) and (f)
of this Section 9.8 below;
(iv) Shareholders owning Shares representing at least ten percent
(10%) of the voting power of the affected Series or Class must join in
initiating the derivative action; and
(v) A copy of the proposed derivative complaint must be served on the
Trust, assuming the requirements of subparagraphs (i) through (iv) above
have already been met and the derivative action has not been barred in
accordance with paragraph (c) below.
(b) Within 90 calendar days of the receipt of a Shareholder demand
submitted in accordance with the requirements above, those Trustees who are
independent for purposes of considering the demand or a committee comprised of
some or all of such Trustees (the "independent Trustees") will consider, with
the assistance of counsel who may be retained by such Trustees on behalf and at
the expense of the Trust, the merits of the claim and determine whether
maintaining a suit would be in the best interests of the Trust. If, during this
90-day period, those independent Trustees conclude that a determination as to
the maintenance of a suit cannot reasonably be made within the 90-day period,
those independent Trustees may extend the 90-day period by a period of time
that the independent Trustees consider will be sufficient to permit them to
make such a determination, not to exceed 60 calendar days from the end of the
initial 90-day period (such 90-day period, as may be extended as provided
hereunder, the "review period"). Notice of any such decision to extend the
review period shall be sent in accordance with the provisions of Section 4.12
hereof to the Complaining Shareholders, or, the Shareholders' counsel if
represented by counsel, in writing within five business days of any decision to
extend the period. Trustees who are not deemed to be Interested Persons of the
Trust are deemed independent for all purposes, including for the purpose of
approving or dismissing a derivative action. A Trustee otherwise independent
for purposes of considering the demand shall not be considered not to be
independent solely by virtue of (i) the fact that such Trustee receives
remuneration for his service as a Trustee of the Trust or as a trustee or
director of one or more investment companies with the same or an affiliated
investment adviser or underwriter, (ii) the amount of such remuneration, (iii)
the fact that such Trustee was identified in the demand as a potential
defendant or witness, or (iv) the fact that the Trustee approved the act being
challenged in the demand if the act resulted in no material personal benefit to
the Trustee or, if the Trustee is also a Shareholder, no material personal
benefit that is not shared pro rata with other Shareholders.
(c) If the demand has been properly made under paragraph (a) of this
Section 9.8, and a majority of the independent Trustees have considered the
merits of the claim and have determined that maintaining a suit would not be in
the best interests of the Trust, the demand shall be rejected and the
Complaining Shareholders shall not be permitted to maintain a derivative action
unless they first sustain the burden of proof to the court that the decision of
the Trustees not to pursue the requested action was not a good faith exercise
of their business judgment on behalf of the Trust. If upon such consideration a
majority
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of the independent Trustees determine that such a suit should be maintained,
then the appropriate officers of the Trust shall cause the Trust to commence
that suit and such suit shall proceed directly rather than derivatively or
permit the Complaining Shareholders to proceed derivatively, provided however
that any counsel representing the interests of the Trust shall be approved by
the Trustees. The Trustees, or the appropriate officers of the Trust, shall
inform the Complaining Shareholders of any decision reached under this
paragraph (c) by sending in accordance with the provisions of Section 4.12
hereof written notice to each Complaining Shareholder, or the Shareholder's
counsel, if represented by counsel, within five business days of such decision
having been reached.
(d) If notice of a decision has not been sent to the Complaining
Shareholders or the Shareholders' counsel within the time permitted by
paragraph (c) above, and subparagraphs (i) through (v) of paragraph (b) above
have been complied with, the Complaining Shareholders shall not be barred by
this Declaration from commencing a derivative action.
(e) A Complaining Shareholder whose demand is rejected pursuant to
paragraph (c) above shall be responsible for the costs and expenses (including
attorneys' fees) incurred by the Trust and/or the affected Series in connection
with the Trust's consideration of the demand if a court determines that the
demand was made without reasonable cause or for an improper purpose. A
Shareholder who commences or maintains a derivative action in violation of this
Section 9.8 shall reimburse the Trust and/or the affected Series for the costs
and expenses (including attorneys' fees) incurred by the Trust and/or the
affected Series in connection with the action if the action is dismissed on the
basis of the failure to comply with this Section 9.8. If a court determines
that any derivative action has been brought without reasonable cause or for an
improper purpose, the costs and expenses (including attorneys' fees) incurred
by the Trust and/or the affected Series in connection with the action shall be
borne by the Shareholders who commenced the action.
(f) The Trust or the affected Series shall be responsible for payment of
attorneys' fees and legal expenses incurred by a Complaining Shareholder in any
circumstances only if required by law. Neither the Trust nor the affected
Series shall be obligated to pay any attorneys' fees so incurred by a
Complaining Shareholder other than fees that are reasonable and that do not
exceed an amount calculated using reasonable hourly rates.
(g) No Shareholder may make demand or commence a derivative action on
behalf of any Series of the Trust of which he or she is not a shareholder.
ARTICLE X
TERMINATION; MERGERS AND SALE OF ASSETS
Section 10.1. Termination of Trust or Series. (a) Unless terminated as
provided herein, the Trust shall continue without limitation of time. The Trust
or any Series of the Trust may be terminated at any time by the Trustees for
any reason they deem appropriate, with notice to the Shareholders of the Trust
or such Series as the case may be.
(b) Upon the requisite action of the Trustees to terminate the Trust or
such Series, after paying or otherwise providing for all charges, taxes,
expenses and liabilities, whether due or accrued or anticipated, as may be
determined by the Trustees and as required by the Delaware Act, which may
include the establishment of a liquidating trust or similar vehicle, the Trust
shall, in accordance with such procedures as the Trustees consider appropriate,
reduce the remaining assets of the Trust or assets of the particular Series
thereof to distributable form in cash or other securities, or any combination
thereof, and distribute the proceeds to the Shareholders of the Shares of the
Trust or such Series in the manner determined by the Trustees, provided that
Shareholders of a particular Series shall be entitled to receive a pro rata
share of the net assets of such Series only, subject to any variations with
respect to Classes of Shares of such Series, if any. Thereupon, the Trust or
any affected Series shall terminate, and the Trustees and the Trust shall be
discharged of any and all further liabilities and duties relating thereto or
arising therefrom, and the right, title, and interest of all parties with
respect to the Trust or such Series shall be canceled and discharged.
(c) Any Class of the Trust or Series thereof may be terminated by the
Trustees as provided in Article IV hereof.
(d) Upon termination of the Trust, following completion of winding up of
its business, the Trustees (or, if there is no remaining Trustee at that time,
any remaining officer of the Trust) shall direct that a Certificate of
Cancellation of the Trust be executed and filed with the Secretary of State of
the State of Delaware.
Section 10.2. Merger and Consolidation. Subject to applicable law, the
Trust may merge or consolidate with or into one or more statutory trusts or
other business entities or series or classes thereof formed or organized or
existing under the laws of Delaware or any other state or the United States or
any foreign country or other foreign jurisdiction by the affirmative vote
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of two-thirds (2/3) of the Trustees. Pursuant to and in accordance with
[sec]3815(f) of the Delaware Act, and notwithstanding anything to the contrary
contained in this Declaration, an agreement of merger or consolidation so
approved by the Trustees in accordance with this Section 10.2 may (a) effect
any amendment to the governing instrument of the Trust; or (b) effect the
adoption of a new governing instrument of the Trust if it is the surviving or
resulting trust in the merger or consolidation.
Section 10.3. Sale of Assets; Reorganization. The Trustees may authorize
the Trust or any Series or Class thereof, to sell, lease, transfer, pledge,
exchange, convey or dispose of all or substantially all of the Trust Property
(or all or substantially all of the Trust Property allocated or belonging to a
particular Series or Class), including its good will, to any one or more
business or statutory trusts or other business entities or series or classes
thereof (including another Series or Class of the Trust) upon such terms and
conditions and for such consideration (which may include the assumption of some
or all of the outstanding obligations and liabilities, accrued or contingent,
whether known or unknown, of the Trust or such Series or Class) as may be
authorized by the Trustees. Without limiting the generality of the foregoing,
this provision may be utilized to permit the Trust or any Series or Class
thereof to pursue its investment program through one or more subsidiary
vehicles or to operate in a master-feeder or fund of funds structure.
Section 10.4. Conversion. The Trustees may authorize the creation of one
or more statutory trusts to which all or any part of the assets, liabilities,
profits, or losses of the Trust or any Series or Class thereof may be
transferred and may provide for the conversion of Shares of the Trust or any
Series or Class thereof into beneficial interests in any such newly created
trust or trusts or any series or classes thereof.
Section 10.5. Combination of Classes. The authority of the Trustees under
this Article X with respect to the merger, consolidation, sale of assets or
reorganization of any Series of the Trust or any Class thereof is in addition
to the authority of the Trustees under Section 4.9 hereof to combine two or
more Classes of a Series into a single Class.
ARTICLE XI
AMENDMENTS; FILINGS; MISCELLANEOUS
Section 11.1. Amendments to Declaration and Certificate of Trust. (a) The
Trustees may by vote of a majority of the Trustees then in office amend or
otherwise supplement the Declaration by making an amendment, a Declaration
supplemental hereto or an amended and restated Declaration, provided, however,
that an amendment to any provision of Article V hereof shall require the vote
of two-thirds (2/3) of the Trustees then in office.
(b) Notwithstanding anything else herein, any amendment to Section 6.6
which reduces the right of Trustees to receive reasonable compensation or to
Article IX which would have the effect of reducing the indemnification or
limitation of liability provided thereby to Trustees, officers, employees, and
agents of the Trust or to Shareholders or former Shareholders, and any repeal
or amendment of this sentence shall each require the affirmative vote of the
holders of two-thirds of the Outstanding Shares of the Trust entitled to vote
thereon [and no such amendment shall affect the right to indemnification of any
person who is no longer a Trustee, officer or employee or agent at the time of
such amendment].
(c) The Trust's Certificate of Trust may be amended at any time for any
purpose as the Trustees may determine and such amendment shall be signed by one
or more of the Trustees or by an officer of the Trust as duly authorized by
vote of a majority of the Trustees then in office.
Section 11.2. Filing of Certificate; Copies of Declaration; Counterparts;
Headings. Any amendment to the Certificate of Trust shall be filed with the
Secretary of State of the State of Delaware. The original or a copy of this
instrument and of each amendment and/or restatement hereto shall be kept in the
office of the Trust where it may be inspected by any Shareholder. Anyone
dealing with the Trust may rely on a certificate by an officer or Trustee of
the Trust as to whether or not any such amendments or restatements have been
made and as to any matters in connection with the Trust hereunder, and with the
same effect as if it were the original, may rely on a copy certified by an
officer or Trustee of the Trust to be a copy of this instrument or of any such
amendments or restatements. This instrument may be executed in any number of
counterparts, each of which shall be deemed an original. Headings are placed
herein for convenience of reference only, and in case of any conflict, the text
of this instrument, rather than the headings, shall control.
Section 11.3. Trustees May Resolve Ambiguities. The Trustees may construe
any of the provisions of this Declaration insofar as the same may appear to be
ambiguous or inconsistent with any other provisions hereof, and any such
construction hereof by the Trustees in good faith shall be conclusive as to the
meaning to be given to such provisions.
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Section 11.4. Applicable Law; Forum Selection; Jury Waiver. (a) The Trust
set forth in this instrument is created under and is to be governed by and
construed and administered according to the laws of the State of Delaware,
without reference to its conflicts of law rules, as a Delaware statutory trust
under the Delaware Act, and without limiting the provisions hereof, the Trust
specifically reserves the right to exercise any of the powers and privileges
afforded to statutory trusts or actions that may be engaged in by statutory
trusts under the Delaware Act, and the absence of a specific reference herein
to any such power, privilege, or action shall not imply that the Trust may not
exercise such power or privilege or take such actions.
(b) Notwithstanding the first sentence of Section 11.4(a) hereof, there
shall not be applicable to the Trust, the Trustees, or this Declaration any
provisions of the laws (statutory or common) of the State of Delaware (other
than the Delaware Act) or any other state pertaining to trusts, including by
way of illustration and without limitation, laws that relate to or regulate:
(i) the filing with any court or governmental body or agency of trustee
accounts or schedules of trustee fees and charges; (ii) affirmative
requirements to post bonds for trustees, officers, agents, or employees of a
trust; (iii) the necessity for obtaining a court or other governmental approval
concerning the acquisition, holding, or disposition of real or personal
property; (iv) fees or other sums applicable to trustees, officers, agents or
employees of a trust; (v) the allocation of receipts and expenditures to income
or principal; (vi) restrictions or limitations on the permissible nature,
amount, or concentration of trust investments or requirements relating to the
titling, storage, or other manner of holding of trust assets; (vii) the
establishment of fiduciary or other standards or responsibilities or
limitations on the acts or powers or liabilities or authorities and powers of
trustees if such laws are inconsistent with the authorities and powers or the
limitation on liability of the Trustees set forth or referenced in this
Declaration; or (viii) any requirements that a trust have any initial
beneficiary or any initial corpus. Section 3540 of Title 12 of the Delaware
Code shall not apply to the Trust.
(c) No provision of this Declaration shall be effective to require a
waiver of compliance with any provision of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended or the 1940 Act, or of
any valid rule, regulation or order of the Commission thereunder.
(d) Subject to the Delaware Act, any action commenced by a Shareholder,
directly or derivatively, against or on behalf of the Trust or a Series or
Class thereof, its Trustees, officers, or employees, shall be brought only in
the U.S. District Court for the Southern District of New York, or if such
action may not be brought in that court, then such action shall be brought in
the New York Supreme Court with assignment to the Commercial Division to the
extent such assignment is permitted under the Uniform Civil Rules for the
Supreme Court, including [sec] 202.70 thereof (each, a "Chosen Court"). The
Trust, its Trustees, officers, employees and Shareholders (a) waive any
objection to venue in either Chosen Court and (b) waive any objection that
either Chosen Court is an inconvenient forum.
(e) In any action commenced by a Shareholder against the Trust or any
Series or Class thereof, its Trustees or officers, or as a derivative action on
behalf of the Trust, or any Series or Class thereof there shall be no right to
a jury trial. THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY WAIVED TO THE FULLEST
EXTENT PERMITTED BY LAW.
Section 11.5. Statutory Trust Only. The Trust is not intended to be, shall
not be deemed to be, and shall not be treated as, a general or a limited
partnership, joint venture, corporation or joint stock company, nor shall the
Trustees or Shareholders or any of them for any purpose be deemed to be, or be
treated in any way whatsoever as though they were, liable or responsible
hereunder as partners or joint venturers.
Section 11.6. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any such provision, in whole or in
part, conflicts with the 1940 Act, the regulated investment company provisions
of the Code, and the regulations thereunder, the Delaware Act or with other
applicable laws and regulations, the conflicting provision, or the conflicting
part or parts thereof, shall be deemed not to constitute a part of this
Declaration; provided, however, that such determination shall not affect any of
the remaining provisions of this Declaration or render invalid or improper any
action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable, in whole or in part, in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision, or such part or parts
thereof, in such jurisdiction and shall not in any manner affect such provision
in any other jurisdiction or any other provision of this Declaration in any
jurisdiction.
Section 11.7. Writings. To the fullest extent permitted by applicable law,
except as the Trustees may otherwise determine:
(a) any requirements in this Declaration or in the Bylaws that any action
be taken by means of any writing, including, without limitation, any written
instrument, any written consent or any written agreement, shall be deemed to be
satisfied by
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means of any electronic record in such form that is acceptable to the Trustees
provided such form is capable of conversion into a written form within a
reasonable time; and
(b) any requirements in this Declaration or in the Bylaws that any writing
be signed shall be deemed to be satisfied by any electronic signature in such
form that is acceptable to the Trustees.
IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have
executed this instrument as of the date first written above.
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[Name], as Trustee
[Address]
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[Name], as Trustee
[Address]
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[Name], as Trustee
[Address]
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[Name], as Trustee
[Address]
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[Name], as Trustee
[Address]
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[Name], as Trustee
[Address]
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[Name], as Trustee
[Address]
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[Name], as Trustee
[Address]
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[Name], as Trustee
[Address]
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SCHEDULE A
Series of Shares of Beneficial Interests
(Effective as of [ ])
WHEREAS, the Trustees of the Trust, acting pursuant to the Trust's
agreement and declaration of trust as then in effect, have previously
established and designated one or more series of shares of beneficial interest
in the Trust (each, a "Series") pursuant to one or more designations of series
(the "Prior Designations");
WHEREAS, in connection with the adoption of an Amended and Restated
Agreement and Declaration of Trust dated as of [ ] (the "Declaration"),
pursuant to Section 4.9(a) of the Declaration, the previously established and
designated Series are hereby included on this Schedule A, which Schedule A
shall be deemed an amendment and restatement of the Prior Designations.
NOW THEREFORE, the following Series of the Trust are established with such
relative rights, preferences, privileges, limitations, restrictions and other
relative terms as are set forth below:
[ ]
1. Each Share of each Series is entitled to all the rights and preferences
accorded to Shares under the Declaration.
2. The number of authorized Shares of each Series is unlimited.
3. Each Series shall be authorized to hold cash, invest in securities,
instruments and other property, use investment techniques, and have such goals
or objectives as from time to time described in the prospectus and statement of
additional information contained in the Trust's then currently effective
registration statement under the Securities Act of 1933 to the extent
pertaining to the offering of Shares of the Series, as the same may be amended
and supplemented from time to time ("Prospectus"). Each Share of a Series shall
represent a beneficial interest in the net assets allocated or belonging to
such Series only, and such interest shall not extend to the assets of the Trust
generally (except to the extent that General Assets (as defined in the
Declaration) are allocated to such Series), and shall be entitled to receive
its pro rata share of the net assets of the Series upon liquidation of the
Series, all as set forth in Section 4.9 of the Declaration.
4. With respect to each Series, (a) the purchase price of the Shares, (b) fees
and expenses, (c) qualifications for ownership, if any, (d) the method of
determination of the net asset value of the Shares, (e) minimum purchase
amounts, if any, (f) minimum account size, if any, (g) the price, terms and
manner of redemption of the Shares, (h) any conversion or exchange feature or
privilege, (i) the relative dividend rights, and (j) any other relative rights,
preferences, privileges, limitations, restrictions and other relative terms
have been established by the Trustees in accordance with the Declaration and
are set forth in the Prospectus with respect to such Series.
5. The Trustees may from time to time modify any of the relative rights,
preferences, privileges, limitations, restrictions and other relative terms of
a Series that have been established by the Trustees or redesignate any of the
Series without any action or consent of the Shareholders.
6. The designation of any Series hereby shall not impair the power of the
Trustees from time to time to designate additional Series of Shares of the
Trust.
7. Capitalized terms not defined herein have the meanings given to such terms
in the Declaration.
158
SCHEDULE B
Designation of Classes of Shares
(Effective as of [ ])
WHEREAS, the Trustees of the Trust, acting pursuant to the Trust's
agreement and declaration of trust as then in effect, have previously
established and designated one or more series of shares of beneficial interest
in the Trust (each, a "Series") and have previously established and designated
one or more classes of Shares (each, a "Class") for some or all of the Series
pursuant to one or more designations of Classes (the "Prior Designations");
WHEREAS, in connection with the adoption of an Amended and Restated
Agreement and Declaration of Trust dated as of [ ] (the "Declaration"),
pursuant to Section 4.9(b) of the Declaration, the previously established and
designated Classes are hereby included on this Schedule B, which Schedule B
shall be deemed an amendment and restatement of the Prior Designations.
NOW THEREFORE, the following Classes as listed below with respect to the
identified Series of the Trust are established with such relative rights,
preferences, privileges, limitations, restrictions and other relative terms as
are set forth below:
Series Classes
- -------- --------
1. Each Share of each Class is entitled to all the rights and preferences
accorded to Shares under the Declaration.
2. The number of authorized Shares of each Class is unlimited.
3. All Shares of a Class of a Series shall be identical with each other and
with the Shares of each other Class of the same Series except for such
variations between Classes as may be authorized by the Trustees from time to
time and set forth in the Trust's then currently effective registration
statement under the Securities Act of 1933 to the extent pertaining to the
offering of Shares of the Class of such Series, as the same may be amended and
supplemented from time to time ("Prospectus"). The Trustees may change the name
or other designation of a Class; and take such other action with respect to the
Classes as the Trustees may deem desirable.
4. With respect to the Shares of a Class of a Series, (a) the time and method
of determining the purchase price, (b) the fees and expenses, (c) the
qualifications for ownership, if any, (d) minimum purchase amounts, if any, (e)
minimum account size, if any, (f) the price, terms and manner of redemption of,
(g) any conversion or exchange feature or privilege , (h) the relative dividend
rights, and (i) any other relative rights, preferences, privileges,
limitations, restrictions and other relative terms have been established by the
Trustees in accordance with the Declaration and are set forth in the Prospectus
with respect to such Class of such Series.
5. The Trustees may from time to time modify any of the relative rights,
preferences, privileges, limitations, restrictions and other relative terms of
a Class of a Series that have been established by the Trustees, divide or
combine the issued or unissued Shares of any Class of a Series into a greater
or lesser number; classify or reclassify any issued or unissued Shares of any
Class of a Series into one or more Classes of such Series; combine two or more
Classes of a Series into a single Class of such Series; in each case without
any action or consent of the Shareholders.
6. The designation of any Class hereby shall not impair the power of the
Trustees from time to time to designate additional Classes of Shares of a
Series or terminate any one or more Classes of a Series hereby designated.
7. Capitalized terms not defined herein have the meanings given to such terms
in the Declaration.
159
SECTION 14
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of this
day of , 2008, by and between [ ], a Delaware statutory trust
(the "Successor Entity"), with its principal place of business at on
behalf of its series (the "Successor Fund"), and [ ], a
Massachusetts business trust (the "Predecessor Entity"), with its principal
place of business at , on behalf of its series (the Predecessor Entity
on behalf of such series, the "Predecessor Fund").
WHEREAS, the Predecessor Fund is an open-end management investment company
registered pursuant to the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Successor Fund has been organized in order to continue the
business and operations of the Predecessor Fund;
WHEREAS, the Successor Fund currently has no assets and has carried on no
business activities prior to the date first shown above and will have had no
assets and will have carried on no business activities prior to the
consummation of the transaction described herein;
WHEREAS, this Agreement is intended to be and is adopted, with respect to
the Predecessor Fund and the Successor Fund, as a plan of reorganization within
the meaning of Section 368(a)(1)(F) of the United States Internal Revenue Code
of 1986, as amended (the "Code");
WHEREAS, the contemplated reorganization for the Predecessor Fund and the
Successor Fund (a "Reorganization") will consist of (1) the sale, assignment,
conveyance, transfer and delivery of all of the property and assets of the
Predecessor Fund to the Successor Fund in exchange solely for shares of
beneficial interest of the Successor Fund ("Successor Fund Shares")
corresponding in class and number to the outstanding shares of beneficial
interest of the Predecessor Fund ("Predecessor Fund Shares"), as described
herein, and the assumption by the Successor Fund of all liabilities of the
Predecessor Fund, and (2) the subsequent distribution of the Successor Fund
Shares (which shall then constitute all of the assets of the Predecessor Fund)
to the shareholders of the Predecessor Fund and the termination of the
Predecessor Fund, as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement;
WHEREAS, following the Reorganization, the Predecessor Fund shall
voluntarily dissolve in accordance with Massachusetts law;
WHEREAS, the Board of Trustees of the Successor Entity (the "Successor
Entity Board") has determined, with respect to the Successor Fund, that the
sale, assignment, conveyance, transfer and delivery of all of the property and
assets of the Predecessor Fund for Successor Fund Shares and the assumption of
all liabilities of the Predecessor Fund by the Successor Fund is in the best
interests of the Successor Fund and its shareholders; and
WHEREAS, the Board of Trustees of the Predecessor Fund (the "Predecessor
Fund Board") has determined that the sale, assignment, conveyance, transfer and
delivery of all of the property and assets of the Predecessor Fund for
Successor Fund Shares and the assumption of all liabilities of the Predecessor
Fund by the corresponding Successor Fund pursuant to this Agreement is in the
best interests of the Predecessor Fund and its shareholders and that the
interests of the existing shareholders will not be diluted as a result of this
transaction;
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. THE REORGANIZATION
1.1 Subject to requisite approvals and the other terms and conditions
herein set forth and on the basis of the representations and warranties
contained herein, the Predecessor Fund agrees to sell, assign, convey, transfer
and deliver all of the Predecessor Fund's property and assets, as set forth in
paragraph 1.2, to the Successor Fund, and the Successor Entity, on behalf of
the Successor Fund, agrees in exchange therefor: (a) to deliver to the
Predecessor Fund the number, determined
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in accordance with paragraph 1.4, of full and fractional Successor Fund Shares
corresponding to each class of the Predecessor Fund Shares as of the time and
date set forth in paragraph 3.1; and (b) to assume all liabilities of the
Predecessor Fund, as set forth in paragraph 1.2. Such transactions shall take
place on a closing date as provided for in paragraph 3.1 (a "Closing Date"). For
purposes of this Agreement, each class of shares of the Predecessor Fund
corresponds to the corresponding class of shares of the Successor Fund and the
term Successor Fund Shares should be read to include each such class of shares
of the Successor Fund.
1.2 The property and assets of the Predecessor Fund to be sold, assigned,
conveyed, transferred and delivered to and acquired by the Successor Entity, on
behalf of the Successor Fund, shall consist of all assets and property of every
kind and nature of the Predecessor Fund, including, without limitation, all
rights, receivables (including dividend, interest and other receivables), cash,
cash equivalents, claims (whether absolute or contingent, known or unknown),
securities, commodities and futures interests, good will and other intangible
property, any deferred or prepaid expenses and all interests, rights,
privileges and powers (collectively, "Assets"). The Successor Entity, on behalf
of the Successor Fund, shall assume all of the liabilities and obligations of
the Predecessor Fund, including, without limitation, all indemnification
obligations of the Predecessor Fund with respect to the current and former
Trustees and officers of the Predecessor Fund, whether accrued or contingent,
known or unknown, existing at the Valuation Date (as defined in Section 2)
(collectively, "Liabilities"). The Predecessor Fund will sell, assign, convey,
transfer and deliver to the Successor Entity, on behalf of the Successor Fund,
any rights, stock dividends, or other securities received by the Predecessor
Fund after the Closing Date as stock dividends or other distributions on or
with respect to the property and assets transferred, which rights, stock
dividends, and other securities shall be deemed included in the property and
assets transferred to the Successor Entity, on behalf of the corresponding
Successor Fund, at the Closing Date and shall not be separately valued, in
which case any such distribution that remains unpaid as of the Closing Date
shall be included in the determination of the value of the assets of the
Predecessor Fund acquired by the Successor Entity, on behalf of the
corresponding Successor Fund.
1.3 Immediately upon delivery to the Predecessor Fund of the Successor
Fund Shares, the Predecessor Fund, as the then sole shareholder of the
corresponding Successor Fund, shall (a) approve the advisory agreement with
respect to the Successor Fund, (b) approve the distribution plan pursuant to
Rule 12b-1 under the 1940 Act with respect to each class of Successor Fund
Shares, (c) elect Trustees of the Successor Entity, on behalf of the Successor
Fund and (d) approve any other matter for which shareholder approval is
required.
1.4 Immediately following the actions contemplated by paragraph 1.1, the
Predecessor Fund shall take such actions necessary to complete the
Reorganization. To complete the Reorganization, the Predecessor Fund shall (a)
distribute to its shareholders of record with respect to each class of
Predecessor Fund Shares as of the Closing Date ("Predecessor Fund
Shareholders"), on a pro rata basis within that class, the Successor Fund
Shares of the corresponding class received by the Predecessor Fund, pursuant to
paragraph 1.1, in complete redemption of such Predecessor Fund Shares and (b)
terminate and dissolve in accordance with applicable Massachusetts law. Such
distribution and redemption shall be accomplished, with respect to each class
of Predecessor Fund Shares, by the transfer of the corresponding Successor Fund
Shares then credited to the account of the Predecessor Fund on the books of the
Successor Fund to open accounts on the share records of the Successor Fund in
the names of the Predecessor Fund Shareholders, and the cancellation of all
issued and outstanding Predecessor Fund Shares on the books of the Predecessor
Fund. The aggregate net asset value of each class of Successor Fund Shares to
be so credited to each corresponding class of Predecessor Fund Shareholders
shall, with respect to each class, be equal to the aggregate net asset value of
the Predecessor Fund Shares of the corresponding class owned by Predecessor
Fund Shareholders on the Closing Date. The Successor Fund shall not issue
certificates representing any class of Successor Fund Shares in connection with
such exchange.
1.5 Ownership of Successor Fund Shares will be shown on the books of the
Successor Fund's transfer agent.
1.6 Any regulatory reporting responsibility of a Predecessor Fund,
including, but not limited to, the responsibility for filing regulatory reports
or other documents with the Securities and Exchange Commission ("Commission"),
any state securities commission, or any other relevant regulatory authority
(but excluding the filing of any tax returns), is and shall remain the
responsibility of the Predecessor Fund.
2. VALUATION
The value of the Assets and the amount of the Liabilities of the
Predecessor Fund shall be determined as of the time for calculation of its net
asset value as set forth in the then-current prospectus for the Predecessor
Fund, and after the declaration of any dividends by the Predecessor Fund, on
the applicable Closing Date (such time and date being hereinafter called the
161
"Valuation Date"), computed using the valuation procedures established by the
Predecessor Fund Board. All computations of value and amounts shall be made by
the fund accountant for the Predecessor Fund.
3. CLOSING AND CLOSING DATE
3.1 Subject to the terms and conditions set forth herein, the Closing Date
shall be [ ], 2008, or such other date as the parties may agree. All acts
taking place at the closing of the Reorganization as provided for in this
Agreement ("Closing") shall be deemed to take place simultaneously as of the
"close of business" on the Closing Date unless otherwise agreed to by the
parties. The close of business on the Closing Date shall be as of 4:00 p.m.,
Eastern Time or such later time on that date as the Predecessor Fund's net
asset value is calculated in accordance with Section 2 and after the
declaration of any dividends. The Closing shall be held at the offices of
[ ] or at such other time and/or place as the parties may agree.
3.2 The Predecessor Fund shall direct [ ] (the "Custodian") to
transfer ownership of the Assets from the accounts of the Predecessor Fund that
the Custodian maintains as custodian for the Predecessor Fund to the accounts
of the Successor Fund that the Custodian maintains as custodian for the
Successor Fund and to deliver to the Successor Entity, at the Closing, a
certificate of an authorized officer stating that (i) the Assets of the
Predecessor Fund have been so transferred as of the Closing Date, and (ii) all
necessary taxes in connection with the delivery of the Assets of the
Predecessor Fund, including all applicable federal and state stock transfer
stamps, if any, have been paid or provision for payment has been made.
3.3 In the event that on the Valuation Date (a) the New York Stock
Exchange or another primary trading market for portfolio securities of the
Predecessor Fund (each, an "Exchange") shall be closed to trading or trading
thereupon shall be restricted, or (b) trading or the reporting of trading on
such Exchange or elsewhere shall be disrupted so that accurate appraisal of the
value of the net assets of the Predecessor Fund is impracticable (in the
judgment of the Predecessor Fund Board), the Closing Date shall be postponed
until the first Friday (that is also a business day) after the day when trading
shall have been fully resumed and reporting shall have been restored.
4. REPRESENTATIONS AND WARRANTIES
4.1 Except as has been fully disclosed to the Successor Entity in Schedule
4.1 of this Agreement, the Predecessor Fund represents and warrants to the
Successor Entity and the Successor Fund as follows:
(a) The Predecessor Fund is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts, with power under the Predecessor Fund's Declaration of
Trust, as amended (the "Predecessor Fund Charter"), to own all of its
Assets and to carry on its business as it is being conducted as of the date
hereof. The Predecessor Fund is duly qualified to do business as a foreign
trust in each jurisdiction in which the conduct of its business makes such
qualification necessary except where the failure to so qualify would not
have a material adverse effect on the condition (financial or otherwise),
business, properties, net assets or results of operations of the
Predecessor Fund. The Predecessor Fund has all necessary federal, state and
local authorization to carry on its business as now being conducted and to
fulfill the terms of this Agreement, except as set forth in paragraph
4.1(c).
(b) The Predecessor Fund is a registered open-end management
investment company, and its registration with the Commission as an
investment company under the 1940 Act, and the registration of each class
of Predecessor Fund Shares under the Securities Act of 1933, as amended
("1933 Act"), are in full force and effect.
(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Predecessor
Fund of the transactions contemplated herein, except such as may be
required under the 1933 Act, the Securities Exchange Act of 1934, as
amended ("1934 Act"), the 1940 Act, state securities laws and the
Hart-Scott-Rodino Act.
(d) The current prospectus and statement of additional information of
the Predecessor Fund (true and correct copies of which have been delivered
to the Successor Entity) and each prospectus and statement of additional
information of the Predecessor Fund used during the three (3) years prior
to the date of this Agreement conforms or conformed at the time of its use
in all material respects to the applicable requirements of the 1933 Act and
the 1940 Act and the rules and regulations of the Commission thereunder and
does not or did not at the time of its use include any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not materially misleading.
(e) On the Closing Date, the Predecessor Fund will have good and
marketable title the Assets and full right, power and authority to sell,
assign, convey, transfer and deliver the Assets hereunder free of any liens
or other encumbrances,
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and upon delivery and payment for the Assets, the Successor Entity, on
behalf of the corresponding Successor Fund, will acquire good and
marketable title thereto, subject to no restrictions on the full transfer
thereof, excluding such restrictions as might arise under the 1933 Act.
(f) The Predecessor Fund is not engaged currently, and the execution,
delivery and performance of this Agreement by the Predecessor Fund, will
not result, in a material violation of Massachusetts law or of the
Predecessor Fund Charter or the by-laws of the Predecessor Fund, or of any
agreement, indenture, instrument, contract, lease or other undertaking to
which the Predecessor Fund is a party or by which it is bound, and the
execution, delivery and performance of this Agreement by the Predecessor
Fund will not result in the acceleration of any material obligation, or the
imposition of any material penalty, under any agreement, indenture,
instrument, contract, lease, judgment or decree to which the Predecessor
Fund is a party or by which it is bound.
(g) All material contracts or other commitments of the Predecessor
Fund (other than this Agreement, certain investment contracts, including
options, futures, swaps and forward contracts, the indemnification
agreements of the current and former Trustees of the Predecessor Fund, and
those contracts listed in Schedule 4.1) will terminate without liability to
the Predecessor Fund on or prior to the Closing Date. Each contract listed
in Schedule 4.1 is a valid, binding and enforceable obligation of the
Predecessor Fund and, to the Predecessor Fund's knowledge, the other
parties thereto (assuming due authorization, execution and delivery by the
other parties thereto) and the assignment by the Predecessor Fund to the
Successor Fund of each such contract will not result in the termination of
such contract, any breach or default thereunder by such Predecessor Fund or
the imposition of any penalty thereunder.
(h) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or, to the
Predecessor Fund's knowledge, threatened against the Predecessor Fund, with
respect to the Predecessor Fund or any of its properties or assets, that,
if adversely determined, would materially and adversely affect its
financial condition or the conduct of the Predecessor Fund's business. The
Predecessor 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 Predecessor Fund's business or its
ability to consummate the transactions herein contemplated.
(i) The Statement of Assets and Liabilities, Statements of Operations
and Changes in Net Assets and Schedule of Investments of such Predecessor
Fund as at the last day of the most recently completed fiscal year of such
Predecessor Fund prior to the date of this Agreement have been audited by [
], independent registered public accounting firm, and are in accordance
with accounting principles generally accepted in the United States of
America ("GAAP") consistently applied, and such statements (true and
correct copies of which have been furnished to the Successor Entity)
present fairly, in all material respects, the financial condition of the
Predecessor Fund as of such date in accordance with GAAP, and there are no
known contingent, accrued or other liabilities of the Predecessor Fund
required to be reflected on a balance sheet (including the notes thereto)
in accordance with GAAP as of such date that are not disclosed therein.
[Add if the Predecessor Fund has issued a more recent semi-annual report or
will issue a semi-annual report prior to closing--The Statement of Assets
and Liabilities, Statements of Operations and Changes in Net Assets and
Schedule of Investments (unaudited) of the Predecessor Fund as at the last
day of the most recently completed fiscal half year of the Predecessor Fund
following the date of the audited annual statements referenced above
[are/will be when sent to Predecessor Fund shareholders in the regular
course] in accordance with GAAP consistently applied, and such statements
[present/will present] fairly, in all material respects, the financial
condition of the Predecessor Fund, and all known contingent, accrued or
other liabilities of the Predecessor Fund required to be reflected on a
balance sheet (including the notes thereto) in accordance with GAAP as of
such date [are/will be] disclosed therein.]
(j) Since the last day of the most recently completed fiscal year of
the Predecessor Fund prior to the date of this Agreement, there has not
been any material adverse change in the Predecessor Fund's financial
condition, assets, liabilities or business, other than changes occurring in
the ordinary course of business, or any incurrence by the Predecessor Fund
of indebtedness for money borrowed maturing more than one year from the
date such indebtedness was incurred. For the purposes of this subparagraph
(j), a decline in net asset value per share of Predecessor Fund Shares due
to declines in market values of securities held by the Predecessor Fund,
the discharge of such Predecessor Fund's liabilities, or the redemption of
Predecessor Fund Shares by shareholders shall not constitute a material
adverse change.
(k) For each taxable year of its operation completed as of the end of
the day on the Closing Date, the Predecessor Fund shall have met the
requirements of Subchapter M of the Code for qualification and treatment as
a "regulated investment company," shall have elected to be treated as such,
shall have been eligible to compute its federal income
163
tax under Section 852 of the Code and shall have computed its federal
income tax under Section 852 of the Code. For any taxable year not yet
completed as of the end of the day on the Closing Date, the Predecessor
Fund reasonably expects that the Successor Fund, as successor to the
Predecessor Fund, will be able to meet the requirements of Subchapter M of
the Code for qualification and treatment as a regulated investment company
and will be eligible to compute its federal income tax under Section 852 of
the Code.
(l) All issued and outstanding Predecessor Fund Shares are, and on the
Closing Date will be, duly authorized and validly and legally issued and
outstanding, fully paid and non-assessable by the Predecessor Fund and have
been offered and sold in any state, territory or the District of Columbia
in compliance in all material respects with applicable registration
requirements of all applicable federal and state securities laws. All of
the issued and outstanding Predecessor Fund Shares will, at the time of
Closing, be held by the persons and in the amounts set forth in the records
of the Transfer Agent, on behalf of the Predecessor Fund, as provided in
paragraph 3.3. The Predecessor Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any of the
Predecessor Fund Shares, nor is there outstanding any security convertible
into any of the Predecessor Fund Shares of such Predecessor Fund.
(m) The execution, delivery and performance of this Agreement, and the
transactions contemplated herein, have been duly authorized by all
necessary action on the part of the Predecessor Fund Board, and this
Agreement constitutes a valid and binding obligation of the Predecessor
Fund, enforceable in accordance with its terms, subject, as to enforcement,
to bankruptcy, insolvency, reorganization, moratorium and other laws
relating to or affecting creditors' rights and to general equity
principles.
(n) If shareholder approval of the Predecessor Fund is being sought,
the provisions of the Proxy Statement (as defined in paragraph 5.2)
relating to such Predecessor Fund, on the date thereof and at all times
prior to the conclusion of the shareholder meeting of the Predecessor Fund
will (i) not contain any statement which, at the time and in the light of
the circumstances under which it is made, is false or misleading with
respect to any material fact, or which omits to state any material fact
necessary in order to make the statements therein not false or misleading
(provided that this representation and warranty shall not apply to
statements in or omissions from the Proxy Statement made in reliance upon
and in conformity with information that was furnished by the Successor
Entity, on behalf of the corresponding Successor Fund, for use therein),
and (ii) comply in all material respects with the provisions of the 1934
Act and the 1940 Act and the rules and regulations thereunder. The
information to be furnished by the Predecessor Fund for use in the
registration statement on Form N-1A of the Successor Entity with respect to
the corresponding Successor Fund and other documents filed or to be filed
with any federal, state or local regulatory authority, 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
thereunder applicable thereto.
4.2 Except as has been fully disclosed to the Predecessor Fund in Schedule
4.2 to this Agreement, the Successor Entity, on behalf of the Successor Fund,
represents and warrants to the Predecessor Fund as follows:
(a) Such Successor Fund is duly established as a series of the
Successor Entity, which is a statutory trust duly organized, validly
existing and in good standing under the laws of the State of Delaware, with
the power under the Successor Entity's Declaration of Trust (the "Successor
Entity Charter") to own all of the Assets of the Predecessor Fund and to
carry on its business as contemplated by this Agreement. The Successor
Entity is duly qualified to do business as a foreign trust in each
jurisdiction in which the conduct of its business makes such qualification
necessary except where the failure to so qualify would not have a material
adverse effect on the condition (financial or otherwise), business,
properties, net assets or results of operations of the Successor Entity.
The Successor Entity has all necessary federal, state and local
authorization to carry on its business as now being conducted and to
fulfill the terms of this Agreement except as described in paragraph
4.2(b).
(b) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Successor
Fund of the transactions contemplated herein, except such as may be
required under the 1933 Act, the 1934 Act, the 1940 Act, state securities
laws and the Hart-Scott-Rodino Act.
(c) The Successor Fund currently has no assets or liabilities and has
carried on no business activities prior to the date first shown above.
Prior to the Closing Date, the Successor Fund will not have any assets or
liabilities or have carried on any business activities.
(d) The Successor Fund is not engaged currently, and the execution,
delivery and performance of this Agreement by the Successor Entity, on
behalf of the Successor Fund, will not result, in a material violation of
Delaware law or the
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Successor Entity Charter or the by-laws of the Successor Entity, or of any
agreement, indenture, instrument, contract, lease or other undertaking to
which the Successor Entity, on behalf of the Successor Fund, is a party or
by which it is bound, and the execution, delivery and performance of this
Agreement by the Successor Entity, on behalf of the Successor Fund, will
not result in the acceleration of any material obligation, or the
imposition of any material penalty, under any agreement, indenture,
instrument, contract, lease, judgment or decree to which the Successor
Entity, on behalf of the Successor Fund, 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, to the
Successor Entity's knowledge, threatened against the Successor Entity, with
respect to the Successor Fund or its properties or assets, that, if
adversely determined, would materially and adversely affect the Successor
Fund's financial condition or the conduct of the Successor Fund's business.
The Successor Entity, on behalf of the Successor 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 Successor
Fund's business or the Successor Entity's ability to consummate the
transactions herein contemplated on behalf of the Successor Fund.
(f) Upon consummation of the Reorganization, all issued and
outstanding Successor Fund Shares of the Successor Fund, including those
Successor Fund Shares to be delivered by the Successor Fund to the
Predecessor Fund in accordance with paragraph 1.4, will be duly authorized
and validly and legally issued and outstanding, fully paid and
non-assessable by the Successor Entity and will have been offered and sold
in any state, territory or the District of Columbia in compliance in all
material respects with applicable registration requirements of all
applicable federal and state securities laws. The Successor Fund does not
have outstanding any options, warrants or other rights to subscribe for or
purchase any Successor Fund Shares, nor is there outstanding any security
convertible into any Successor Fund Shares.
(g) The execution, delivery and performance of this Agreement, and the
transactions contemplated herein, have been duly authorized by all
necessary action on the part of the Successor Entity Board, and this
Agreement constitutes a valid and binding obligation of the Successor
Entity, on behalf of the Successor 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.
(h) If shareholder approval of the Predecessor Fund is being sought,
the information to be furnished by the Successor Entity on behalf of such
Successor Fund for use in the proxy materials and other documents that 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. The information with respect to the Successor Fund in
the registration statement on Form N-1A of the Successor Entity and other
documents filed or to be filed by the Successor Entity with any federal,
state or local regulatory authority, 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 thereunder applicable
thereto, and shall not, as of the effective date of such registration
statement, include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not materially misleading.
(i) The Successor Fund is a separate fund of the Successor Entity
within the meaning of Section 851(g) of the Code.
(j) The Successor Fund was formed solely for the purpose of
consummating the Reorganization and continuing the business and operations
of the Predecessor Fund. As of the Closing Date, and immediately prior to
the Reorganization, the Successor Fund shall not ever have held any assets
and shall not ever have carried on any business activities whatsoever.
(k) For the taxable year that includes the Closing Date and for
subsequent taxable periods, the Successor Entity reasonably expects that
the Successor Fund will meet the requirements of Subchapter M of the Code
for qualification as a regulated investment company and will be eligible
to, and will, compute its Federal income tax under Section 852 of the Code.
5. COVENANTS
The Predecessor Fund and the Successor Entity, on behalf of the Successor
Fund, respectively, hereby further covenant severally, but not jointly, as
follows:
5.1 The Predecessor Fund will operate its business in the ordinary course
and shall comply in all material respects with all applicable laws, rules and
regulations between the date hereof and the applicable Closing Date, it being
understood that
165
such ordinary course of business will include the declaration and payment of
customary dividends and other distributions and any other distribution that may
be advisable.
5.2 If approval of shareholders is required, the Predecessor Fund will
call a meeting of its shareholders to consider and act upon this Agreement and
to take all other action necessary to obtain approval of the transactions
contemplated herein. In addition, the Predecessor Fund will prepare, file with
the Commission, and deliver to its shareholders in connection with such meeting
a proxy statement on Schedule 14A ("Proxy Statement") in compliance in all
material respects with the provisions of the 1934 Act and the 1940 Act and the
rules and regulations thereunder.
5.3 The Successor Fund Shares to be acquired by the Predecessor Fund
hereunder are not being acquired for the purpose of making any distribution
thereof, other than in accordance with the terms of this Agreement.
5.4 The Predecessor Fund will assist the Successor Fund in obtaining such
information as the Successor Fund reasonably requests concerning the beneficial
ownership of the Predecessor Fund Shares.
5.5 Subject to the provisions of this Agreement, the Successor Entity, on
behalf of the Successor Fund, and the Predecessor Fund each will take, or cause
to be taken, all action, 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.
5.6 The Successor Entity, on behalf of the Successor Fund, will provide to
the Predecessor Fund such information regarding the Successor Fund as may be
reasonably necessary for the preparation of the Proxy Statement.
5.7 Each of the Successor Entity, on behalf of the Successor Fund, and the
Predecessor Fund will use its reasonable best efforts to fulfill or obtain the
fulfillment of the conditions precedent to effect the transactions contemplated
by this Agreement as promptly as practicable.
5.8 The Predecessor Fund will, from time to time, as and when reasonably
requested by the Successor Entity, execute and deliver or cause to be executed
and delivered all such assignments and other instruments and will take or cause
to be taken such further action as the Successor Entity, on behalf of the
Successor Fund, may reasonably deem necessary or desirable in order to vest in
and confirm (a) the Predecessor Fund's title to and possession of the Successor
Fund Shares to be delivered hereunder and (b) the Successor Entity's title to
and possession, on behalf of the Successor Fund, of all the Assets and otherwise
to carry out the intent and purpose of this Agreement.
5.9 The Successor Entity, on behalf of the Successor Fund, will use all
reasonable efforts to obtain the approvals and authorizations required by the
1933 Act, the 1940 Act and such of the state blue sky or securities laws as may
be necessary in order to operate after the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PREDECESSOR FUND
The obligations of the Predecessor Fund to consummate the transactions
provided for herein on the applicable Closing Date shall be subject, at the
Predecessor Fund's election, to the following conditions:
6.1 All representations and warranties of the Successor Entity, on behalf
of the Successor Fund, contained in this Agreement shall be true and correct in
all material respects as of the date hereof and, except as they may be affected
by the transactions contemplated by this Agreement, as of the Closing Date,
with the same force and effect as if made on and as of the Closing Date.
6.2 The Successor Entity, on behalf of the Successor Fund, shall have
performed all of the covenants and complied with all of the provisions required
by this Agreement to be performed or complied with by the Successor Entity, on
behalf of the Successor Fund, on or before the applicable Closing Date.
6.3 The Successor Entity, on behalf of the Successor Fund, shall have
executed and delivered an assumption of the Liabilities of the Predecessor Fund
and all such other agreements and instruments as the Predecessor Fund may
reasonably deem necessary or desirable in order to vest in and confirm (a) the
Predecessor Fund's title to and possession of the Successor Fund Shares to be
delivered hereunder and (b) the Successor Entity's assumption, on behalf of the
Successor Fund, of all of the Liabilities and to otherwise to carry out the
intent and purpose of this Agreement.
6.4 The Successor Entity, on behalf of the Successor Fund, shall have
delivered to the Predecessor Fund a certificate executed in the name of the
Successor Entity, on behalf of the Successor Fund, by the Successor Entity's
President or Vice President and its Treasurer or Assistant Treasurer, in a form
reasonably satisfactory to the Predecessor Fund and dated as
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of the applicable Closing Date, as to the matters set forth in paragraphs 6.1
and 6.2 and as to such other matters as the Predecessor Fund shall reasonably
request.
6.5 The Successor Entity, on behalf of the Successor Fund, and the
Predecessor Fund shall have agreed on the number of full and fractional
Successor Fund Shares to be issued by the Successor Fund in connection with the
Reorganization after such number has been calculated in accordance with
paragraph 1.1.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SUCCESSOR FUND
The obligations of the Successor Entity, on behalf of the Successor Fund,
to consummate the transactions provided for herein on the applicable Closing
Date shall be subject, at the Successor Entity's election, to the following
conditions:
7.1 All representations and warranties of the Predecessor Fund contained
in this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date, with the same force and
effect as if made on and as of the Closing Date.
7.2 The Predecessor Fund shall have performed all of the covenants and
complied with all of the provisions required by this Agreement to be performed
or complied with by the Predecessor Fund on or before the Closing Date.
7.3 The Predecessor Fund shall have delivered to the Successor Entity, on
behalf of the Successor Fund, a Statement of Assets and Liabilities of the
Predecessor Fund as of the Closing Date, including a schedule of investments,
certified by the Treasurer of the Predecessor Fund. The Predecessor Fund shall
have executed and delivered all such assignments and other instruments of
transfer as the Successor Entity may reasonably deem necessary or desirable in
order to vest in the Successor Fund and confirm (a) the Predecessor Fund's
title to and possession of the Successor Fund Shares to be delivered hereunder
and (b) the Successor Fund's title to and possession of all the Assets and to
otherwise to carry out the intent and purpose of this Agreement.
7.4 The Predecessor Fund shall have delivered to the Successor Entity a
certificate executed in the name of the Predecessor Fund by the Predecessor
Fund's President or Vice President and its Treasurer or Assistant Treasurer, in
a form reasonably satisfactory to the Successor Entity and dated as of the
Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to
such other matters as the Successor Entity shall reasonably request.
7.5 The Predecessor Fund and the Successor Entity, on behalf of the
Successor Fund, shall have agreed on the number of full and fractional
Successor Fund Shares to be issued by the Successor Fund in connection with the
Reorganization after such number has been calculated in accordance with
paragraph 1.1.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SUCCESSOR FUND AND THE
PREDECESSOR FUND
If any of the conditions set forth below have not been satisfied on or
before the Closing Date with respect to the Predecessor Fund or the Successor
Entity, on behalf of the Successor Fund, the other party to this Agreement
shall be entitled on behalf of the Predecessor Fund or Successor Fund, as
applicable, at its option, to refuse to consummate the transactions
contemplated by this Agreement:
8.1 This Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding shares of
the Predecessor Fund, if such approval is required, in accordance with the
provision of the Predecessor Fund Charter, the by-laws of the Predecessor Fund,
and Massachusetts law, and certified copies of the resolutions evidencing such
approval shall have been delivered to the Successor Entity. Notwithstanding
anything herein to the contrary, neither the Successor Entity nor the
Predecessor Fund may waive the condition set forth in this paragraph 8.1.
8.2 On the Closing Date, no court or governmental agency of competent
jurisdiction shall have issued any order that remains in effect and that
restrains or enjoins the Predecessor Fund or the Successor Entity, with respect
to the Successor Fund, from completing the transactions contemplated by this
Agreement.
8.3 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities deemed necessary by
the Successor Entity or the Predecessor Fund to permit consummation, in all
material respects, of the transactions contemplated with respect to the
Successor Fund or the Predecessor Fund 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 the Successor
Fund or the Predecessor Fund.
8.4 The registration statement of the Predecessor Fund under the 1933 Act
and the 1940 Act shall have been amended to reflect the Reorganization and any
additional information necessary to comply with Rule 414(d) under the 1933 Act,
and
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the Successor Entity shall have expressly adopted such amended registration
statement with respect to the Successor Fund for purposes of the 1933 Act and
the 1940 Act. In addition, the 1940 Act notification of registration of the
Predecessor Fund shall have been amended to reflect the Reorganization, and the
Successor Entity shall have expressly adopted such amended notification for
purposes of the 1940 Act. No stop order suspending the effectiveness of such
registration statement 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.
8.5 The parties shall have received the opinion of Bingham McCutchen LLP,
dated the Closing Date, based upon certain facts, assumptions and
representations made by the Predecessor Fund, by the Successor Entity, on
behalf of the applicable Successor Fund, and by their respective authorized
officers, substantially to the effect that, for federal income tax purposes,
(i) the transfer to the Successor Fund of all of the Assets of the Predecessor
Fund in exchange solely for Successor Fund Shares and the assumption by the
Successor Fund of all of the Liabilities of the Predecessor Fund, followed by
the distribution of the Successor Fund Shares to the shareholders of the
Predecessor Fund in complete liquidation of the Predecessor Fund will
constitute a "reorganization" within the meaning of Section 368(a)(1)(F) of the
Code, and the Successor Fund and the Predecessor Fund will each be a "party to
a reorganization" within the meaning of Section 368(b) of the Code; (ii) no
gain or loss will be recognized by the Predecessor Fund upon the transfer of
its Assets to the Successor Fund solely in exchange for the Successor Fund
Shares and the assumption by the Successor Fund of all of the Liabilities, or
upon the distribution of the Successor Fund Shares by the Predecessor Fund to
its shareholders in liquidation, except for any gain that may be recognized on
the transfer of stock in a "passive foreign investment company" as defined in
Section 1297(a) of the Code; (iii) the basis in the hands of the Successor Fund
of the Assets of the Predecessor Fund will be the same as the basis of the
Assets in the hands of the Predecessor Fund immediately prior to the transfer
thereof, increased by the amount of gain (or decreased by the amount of loss),
if any, recognized by the Predecessor Fund upon the transfer; (iv) the holding
periods of the Assets in the hands of the Successor Fund, other than assets
with respect to which gain or loss is required to be recognized, will include
in each instance the period during which the Assets were held by the
Predecessor Fund; (v) no gain or loss will be recognized by the Successor Fund
upon receipt of the Assets solely in exchange for the Successor Fund Shares and
the assumption by the Successor Fund of the Liabilities of the Predecessor
Fund; (vi) no gain or loss will be recognized by the shareholders of the
Predecessor Fund upon the exchange of all of their Predecessor Fund Shares
solely for Successor Fund Shares as part of the Reorganization; (vii) the
aggregate basis of the Successor Fund Shares that each Predecessor Fund
shareholder receives in the Reorganization will be the same as the aggregate
basis of his or her Predecessor Fund Shares exchanged therefor; and (viii) each
Predecessor Fund shareholder's holding period for his or her Successor Fund
Shares will be determined by including the period for which he or she held the
Predecessor Fund Shares exchanged therefor, provided that he or she held the
Predecessor Fund Shares as capital assets on the date of exchange. The delivery
of such opinion is conditioned upon receipt by Bingham McCutchen LLP of
representations it shall request of the Successor Entity and the Predecessor
Fund. Notwithstanding anything herein to the contrary, neither the Successor
Entity nor the Predecessor Fund may waive the condition set forth in this
paragraph 8.5.
8.6 The Successor Entity, on behalf of each Successor Fund, shall have
received on the applicable Closing Date an opinion of Bingham McCutchen LLP in
a form reasonably satisfactory to the Successor Entity, and dated as of the
Closing Date, substantially to the effect that, based upon certain facts and
certifications made by the Predecessor Fund, and its authorized officers: (a)
the Predecessor Fund is a business trust validly existing under the laws of the
Commonwealth of Massachusetts; (b) the Predecessor Fund has the power as a
business trust to carry on its business as presently conducted in accordance
with the description thereof in the Predecessor Fund's registration statement
as an open-end investment company registered under the 1940 Act; (c) the
Agreement has been duly authorized, executed and, so far as known to such
counsel, delivered by the Predecessor Fund, and assuming due authorization,
execution and delivery of this Agreement by the Successor Entity, on behalf of
such Successor Fund, constitutes a valid and legally binding obligation of the
Predecessor Fund, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and laws of general applicability relating to or affecting
creditors' rights and to general equity principles (whether in a proceeding
under equity or at law); provided that such counsel shall be entitled to state
that it expresses no opinion with respect to the validity, binding effect or
enforceability of any contractual provisions purporting to provide
indemnification of any person for any claims, damages, liabilities or expenses
which may be limited by any applicable federal or state securities laws or as a
matter of public policy; (d) the execution and delivery of this Agreement did
not, and the transfer of the Assets for Successor Fund Shares and the
assumption by the Successor Fund of the Liabilities pursuant to this Agreement
will not, violate the Predecessor Fund Charter or the by-laws of the
Predecessor Fund; and (e) to the knowledge of such counsel, all regulatory or
court consents, authorizations, approvals, orders or filings required to be
obtained or made by the Predecessor Fund, under
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the federal laws of the United States or the laws of the Commonwealth of
Massachusetts for the transfer of the Assets for Successor Fund Shares and the
assumption by the Successor Fund of the Liabilities pursuant to this Agreement
have been obtained or made, except such as may be required under state
securities or blue sky laws as to which such counsel need express no opinion.
Such opinion may state that it is solely for the benefit of the Successor Entity
and the Successor Entity Board. Such opinion may contain such assumptions and
limitations as shall be in the opinion of Bingham McCutchen LLP appropriate to
render the opinions expressed therein.
8.7 The Predecessor Fund shall have received on the applicable Closing
Date an opinion of Bingham McCutchen LLP, in a form reasonably satisfactory to
the Predecessor Fund, and dated as of the Closing Date, substantially to the
effect that, based upon certain facts and certifications made by the Successor
Entity, on behalf of the Successor Fund and its authorized officers: (a) the
Successor Entity is a statutory trust validly existing under the laws of the
State of Delaware; (b) the Successor Entity, with respect to the Successor
Fund, has the power as a statutory trust to carry on its business as an
open-end investment company registered under the 1940 Act; (c) this Agreement
has been duly authorized, executed and, so far as known to such counsel,
delivered by the Successor Entity, on behalf of the Successor Fund, and
assuming due authorization, execution and delivery of this Agreement by the
Predecessor Fund constitutes a valid and legally binding obligation of the
Successor Entity, on behalf of the Successor Fund, enforceable against the
Successor Entity in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
laws of general applicability relating to or affecting creditors' rights and to
general equity principles (whether in a proceeding under equity or at law);
provided that such counsel shall be entitled to state that it expresses no
opinion with respect to the validity, binding effect or enforceability of any
contractual provisions purporting to provide indemnification of any person for
any claims, damages, liabilities or expenses which may be limited by any
applicable federal or state securities laws or as a matter of public policy;
(d) the execution and delivery of this Agreement did not, and the issuance of
the Successor Fund Shares and the assumption of the Liabilities in exchange for
the transfer of the Assets pursuant to this Agreement will not, violate the
Successor Entity Charter or the by-laws of the Successor Entity; and (e) to the
knowledge of such counsel, all regulatory or court consents, authorizations,
approvals, orders or filings required to be obtained or made by the Successor
Entity, on behalf of the Successor Fund, under the federal laws of the United
States or the laws of the State of Delaware with respect to the issuance of the
Successor Fund Shares in exchange for the transfer of the Assets and the
assumption of the Liabilities pursuant to this Agreement have been obtained or
made, except such as may be required under state securities or blue sky laws,
as to which such counsel need express no opinion. Such opinion may contain such
assumptions and limitations as shall be in the opinion of Bingham McCutchen LLP
appropriate to render the opinions expressed therein. With respect to all
matters of Delaware law, such counsel shall be entitled to state that, with the
approval of the Predecessor Fund, they have relied on the opinion of Potter
Anderson & Corroon LLP and that their opinion is subject to the same
assumptions, qualifications and limitations with respect to such matters as are
contained in the opinion of Potter Anderson & Corroon LLP.
9. INDEMNIFICATION
The Successor Entity, out of the Successor Fund's assets and property
(including any amounts paid to the Successor Fund pursuant to any applicable
liability insurance policies or indemnification agreements), agrees to
indemnify and hold harmless the Predecessor Fund and its Trustees and officers
from and against any and all losses, claims, damages, liabilities or expenses
(including, without limitation, the payment of reasonable legal fees and
reasonable costs of investigation) to which the Predecessor Fund may become
subject, insofar as such loss, claim, damage, liability or expense (or actions
with respect thereto) arises out of or is based on any act, error, omission,
neglect, misstatement, materially misleading statement, breach of duty or other
act wrongfully done or attempted to be committed by the Successor Entity or its
Trustees or officers prior to the Closing Date, provided that such
indemnification by the Successor Entity is not (a) in violation of applicable
law or (b) otherwise prohibited as a result of any applicable order or decree
issued by any governing regulatory authority or court of competent
jurisdiction.
10. BROKERAGE FEES AND EXPENSES
10.1 The Successor Entity, on behalf of the Successor Fund, and the
Predecessor Fund represent and warrant to each other that there are no brokers
or finders entitled to receive any payments in connection with the transactions
provided for herein.
10.2 The Successor Entity, on behalf of the Successor Fund, and
Predecessor Fund will pay the proxy solicitation, mailing, attestation and
other costs attributable to the Reorganization, in accordance with an
allocation approved by the Predecessor Fund Board and Successor Entity Board.
Notwithstanding any of the foregoing, expenses will in any event be paid by the
party directly incurring such expenses if and to the extent that the payment by
another person of such expenses would result in
169
the disqualification of such party as a "regulated investment company" within
the meaning of Section 851 of the Code or would prevent the Reorganization from
qualifying as a tax-free reorganization.
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
11.1 The Successor Entity and the Predecessor Fund agree that neither
party has made any representation, warranty or covenant, on behalf of either
the Successor Fund or the Predecessor Fund, respectively, not set forth herein
and that this Agreement constitutes the entire agreement between the parties.
11.2 The covenants to be performed after the Closing by both the Successor
Entity and the Predecessor Fund, and the obligations of the Successor Entity,
on behalf of the Successor Fund, in Section 9, shall survive the Closing. All
other representations, warranties and covenants contained in this Agreement or
in any document delivered pursuant hereto or in connection herewith shall not
survive the consummation of the transactions contemplated hereunder and shall
terminate on the Closing.
12. TERMINATION
This Agreement may be terminated and the transactions contemplated hereby
may be abandoned with respect to the Successor Fund or the Predecessor Fund at
any time prior to the Closing Date by resolution of the Successor Entity Board
or the Predecessor Fund Board, as applicable, at any time prior to the Closing
Date, if circumstances should develop that, in the opinion of that Board, make
proceeding with the Agreement inadvisable with respect to the Successor Fund or
the Predecessor Fund, respectively. The termination of this Agreement shall
affect the rights and obligations of any party in respect of any breach of this
Agreement occurring prior to such termination.
13. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as
may be deemed necessary or advisable by the authorized officers of Predecessor
Fund and the Successor Entity; provided, however, that following the meeting of
the Predecessor Fund shareholders called by the Predecessor Fund pursuant to
paragraph 5.2 of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of Successor Fund Shares to
be issued to Predecessor Fund shareholders under this Agreement to the
detriment of such shareholders without their further approval.
14. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by
facsimile, electronic delivery (i.e., e-mail) personal service or prepaid or
certified mail addressed to the Successor Entity or the Predecessor Fund, at
its address set forth in the preamble to this Agreement, in each case to the
attention of its President.
15. HEADINGS; COUNTERPARTS; GOVERNING LAW; SEVERABILITY; 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 and interpreted in
accordance with the internal 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 any
party without the written consent of the other parties. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason of
this Agreement.
15.5 The Predecessor Fund Charter is on file with the Secretary of State
of the Commonwealth of Massachusetts. Consistent with the Predecessor Fund
Charter, the obligations of the Predecessor Fund entered into in the name or on
behalf the Predecessor Fund by any of its Trustees, officers, employees or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, officers, employees, agents or shareholders of the
Predecessor Fund personally, but bind only the assets of the Predecessor Fund,
and all persons dealing with the Predecessor Fund must look solely to the
assets of the Predecessor Fund belonging to such series or fund for the
enforcement of any claims against the Predecessor Fund.
170
[signature page follows]
171
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized officer.
[SUCCESSOR ENTITY, ON BEHALF OF THE [PREDECESSOR ENTITY, ON BEHALF OF THE
SUCCESSOR FUND] PREDECESSOR FUND]
By: _________________________________ By: ________________________________
Name: Name:
Title: Title:
172
Schedule 4.1
173
Schedule 4.2
174
SECTION 15
COMPARISON OF TERMS OF CURRENT AND AMENDED AND RESTATED MANAGEMENT AGREEMENTS
This Section 15 sets forth a comparison of the principal terms of the
Current Management Agreements with the corresponding terms of the Amended and
Restated Management Agreement. For purposes of the chart, Funds have been
assigned to a group, Group A(4) or B(5), based on the similarity of terms of
their Current Management Agreements. The Current Management Agreements of
several Funds contain terms that differ from terms of the Current Management
Agreements of the Group A Funds and the Group B Funds, so the agreements for
those Funds are addressed separately, where appropriate.
You should note that the chart contains only a description of the
principal provisions of the Current Management Agreements and may not include
all of the terms of those agreements or the exact wording of those provisions
described. You should refer to Part II, Section 16 of this Joint Proxy
Statement for the complete terms of the Amended and Restated Management
Agreement.
- -----------------------------------------------------------------------------------------------------------------------------
Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Investment Management Services Investment Management Services
All Funds The Trust hereby appoints the Manager to act as
investment adviser of each Fund for the period and on the
The Manager will regularly provide the Trust with terms set forth in this Agreement. The Manager accepts
investment research, advice and supervision and will such appointment and agrees to render the services herein
furnish continuously an investment program for the Trust, set forth, for the compensation herein provided.
consistent with the investment objectives and policies of
the Trust. The Manager will determine from time to time Subject to the supervision of the Trust's Board of Trustees
what securities shall be purchased for the Trust, what (the "Board"), the Manager shall regularly provide each
securities shall be held or sold by the Trust and what Fund with investment research, advice, management and
portion of the Trust's assets shall be held uninvested as supervision and shall furnish a continuous investment
cash, subject always to the provisions of the Trust's program for the Fund's portfolio of securities and other
Certificate of Trust, Agreement, and Declaration of Trust, investments consistent with the Fund's investment
By-Laws and its registration statements under the 1940 objectives, policies and restrictions, as stated in the Fund's
Act and under the 1933 Act covering the Trust's shares, current Prospectus and Statement of Additional
as filed with the Commission, and to the investment Information. The Manager shall determine from time to
objective[s], policies and restrictions of the Trust, as each time what securities and other investments (including,
of the same shall be from time to time in effect, and without limitation, repurchase agreements, swap
subject, further, to such policies and instructions as the agreements, options, futures and other instruments) will be
Board of Trustees of the Trust may from time to time purchased, retained, sold or exchanged by each Fund and
establish. To carry out such determinations, the Manager what portion of the assets of the Fund's portfolio will be
will exercise full discretion and act for the Trust in the held in the various securities and other investments in
same manner and with the same force and effect as the which the Fund invests, and what portion will be held
Trust itself might or could do with respect to purchases, uninvested in cash, and shall implement those decisions
- -----------------------------------------------------------------------------------------------------------------------------
- -----------
(4) Group A Funds include Pioneer Bond Fund, Pioneer Emerging Markets Fund,
Pioneer Equity Income Fund, Pioneer Equity Opportunity Fund, Pioneer Europe
Select Equity Fund, Pioneer Fund, Pioneer Fundamental Growth Fund, Pioneer
High Yield Fund, Pioneer Ibbotson Aggressive Allocation Fund, Pioneer
Ibbotson Conservative Allocation Fund, Pioneer Ibbotson Growth Allocation
Fund, Pioneer Ibbotson Moderate Allocation Fund, Pioneer Independence Fund,
Pioneer International Equity Fund, Pioneer International Value Fund, Pioneer
Mid Cap Growth Fund, Pioneer Mid Cap Value Fund, Pioneer Protected Principal
Plus Fund, Pioneer Research Fund, Pioneer Global High Yield Fund, Pioneer
Strategic Income Fund, Pioneer Tax Free Income Fund and Pioneer Small Cap
Value Fund.
(5) Group B Funds include Pioneer Protected Principal Plus Fund II, Pioneer Real
Estate Shares, Pioneer Select Growth Fund, Pioneer Select Value Fund,
Pioneer Oak Ridge Large Cap Growth Fund, Pioneer Oak Ridge Small Cap Growth
Fund, Pioneer AmPac Growth Fund, Pioneer AMT-Free CA Municipal Fund, Pioneer
AMT-Free Municipal Fund, Pioneer Growth Leaders Fund, Pioneer Growth
Opportunities Fund, Pioneer Small and Mid Cap Growth Fund, Pioneer Tax Free
Money Market Fund, Pioneer Cullen Value Fund, Pioneer Classic Balanced Fund,
Pioneer Government Income Fund, Pioneer Institutional Money Market Fund,
Pioneer Treasury Reserves Fund, Pioneer Global Select Equity Fund, Pioneer
High Income Municipal Fund, Pioneer Short Term Income Fund, Pioneer Oak
Ridge All Cap Growth Fund, Pioneer Select Research Growth Fund, Pioneer
Select Research Value Fund, Pioneer Floating Rate Fund and Pioneer Value
Fund.
175
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
sales or other transactions, as well as with respect to all (including the execution of investment documentation), all
other things necessary or incidental to the furtherance or subject to the provisions of the Trust's Declaration of Trust
conduct of such purchases, sales or other transactions. and By-Laws (collectively, the "Governing Documents") and
the 1940 Act, as well as the investment objectives, policies
and restrictions of the Fund referred to above, and any
other specific policies adopted by the Board and disclosed
to the Manager. The Manager is authorized as the agent of
the Trust to give instructions to the custodian of each Fund
as to deliveries of securities and other investments and
payments of cash for the account of the Fund.
- -----------------------------------------------------------------------------------------------------------------------------
176
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Current Management Agreements Amended and Restated Management Agreement
- --------------------------------------------------------------------------------------------------------------------------------
Brokerage Transactions Brokerage Transactions
All Funds (except Pioneer Real Estate Shares) The Manager will place orders pursuant to its investment
determinations for each Fund either directly with the issuer
The Manager shall arrange for the placing of all orders or with any broker or dealer, foreign currency dealer,
for the purchase and sale of [portfolio](6) securities for futures commission merchant or others selected by it.
the [Trust's](7) [Portfolio's] account with brokers or dealers Except as described herein, the Manager shall seek overall
selected by the Manager. In the selection of such brokers the best execution available in the selection of brokers or
or dealers and the placing of such orders, the Manager is dealers and the placing of orders for each Fund. In
directed at all times to seek for the [Trust] [Portfolio] the assessing the best execution available for any transaction,
most favorable execution and net price available except as the Manager may consider factors it deems relevant,
described herein. It is also understood that it is desirable including the size and type of the transaction, the nature
for the [Trust] [Portfolio] that the Manager have access to and character of the markets for the security to be
supplemental investment and market research and purchased or sold, the execution capabilities and financial
security and economic analyses provided by brokers who condition of the broker or dealer, and the reasonableness
may execute brokerage transactions at a higher cost to of the commission or dealer spread, if any (whether for a
the [Trust] [Portfolio] than may result when allocating specific transaction or on a continuing basis). In
brokerage to other brokers on the basis of seeking the connection with the selection of such brokers or dealers
most favorable price and efficient execution. Therefore, and the placing of such orders, subject to applicable law,
the Manager is authorized to place orders for the brokers or dealers may be selected who also provide
purchase and sale of securities for the [Trust] [Portfolio's brokerage and research services (as those terms are
account] with such brokers, subject to review by the defined in Section 28(e) of the Securities Exchange Act of
Trust's Trustees from time to time with respect to the 1934, as amended (the "Exchange Act")) to the Fund
extent and continuation of this practice. It is understood and/or the other accounts over which the Manager or its
that the services provided by such brokers may be useful affiliates exercise investment discretion. The Manager is
to the Manager in connection with its or its affiliates' authorized to pay a broker or dealer who provides such
services to other clients. [In addition, subject to the brokerage and research services a commission for
Manager's obligation to seek the most favorable execution executing a portfolio transaction for a Fund which is in
and net price available, the Manager may consider the excess of the amount of commission another broker or
sale of the Trust's shares in selecting brokers and dealer would have charged for effecting that transaction if
dealers.](8) the Manager determines in good faith that such amount of
commission is reasonable in relation to the value of the
brokerage and research services provided by such broker
or dealer, viewed in terms of either that particular
transaction or in terms of all of the accounts over which
the Manager or its affiliates exercise investment discretion.
- --------------------------------------------------------------------------------------------------------------------------------
- -----------
(6) Bracketed text appears in the Current Management Agreement for Pioneer Cash
Reserves Fund.
(7) Bracketed text appears in the Current Management Agreements for Group A and
Group B Funds.
(8) Bracketed text appears in the Current Management Agreements for Group B
Funds.
177
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Pioneer Real Estate Shares
The Manager shall arrange for the placing of all orders
for the purchase and sale of securities for the Trust's
account with brokers or dealers selected by the Manager.
In the selection of such brokers or dealers and the
placing of such orders, the Manager is directed at all
times to seek for the Trust the most favorable execution
and net price available except as described herein. It is
also understood that it is desirable for the Trust that the
Manager have access to supplemental investment and
market research and security and economic analyses
provided by brokers who may execute brokerage
transactions at a higher cost to the Trust than may result
when allocating brokerage to other brokers on the basis
of seeking the most favorable price and efficient
execution. Therefore, the Manager is authorized to place
orders for the purchase and sale of securities for the
Trust with such brokers, subject to review by the Trust's
Trustees from time to time with respect to the extent and
continuation of this practice. It is understood that the
services provided by such brokers may be useful to the
Manager in connection with its or its affiliates' services to
other clients. In addition, subject to the Manager's
obligation to seek the most favorable execution and net
price available, the Manager may consider the sale of the
Trust's shares in selecting brokers and dealers.
- -----------------------------------------------------------------------------------------------------------------------------
Investment in Investment Companies Investment in Investment Companies
All Funds Subject to applicable provisions of the 1940 Act and
direction from the Board, the investment program to be
Not specifically addressed. provided hereunder may entail the investment of all or
substantially all of the assets of any Fund in one or more
investment companies.
- -----------------------------------------------------------------------------------------------------------------------------
Additional Services Additional Services
All Funds The Manager shall also provide advice and
recommendations with respect to other aspects of the
Not specifically addressed. business and affairs of each Fund, shall exercise voting
rights, rights to consent to corporate action and any other
rights pertaining to the Fund's portfolio securities subject
to such direction as the Board may provide, and shall
perform such other functions of investment management
and supervision as may be directed by the Board.
- -----------------------------------------------------------------------------------------------------------------------------
178
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Services Excluded Services Excluded
All Funds Notwithstanding the foregoing, the Manager shall not be
deemed to have assumed any duties with respect to, and
Not specifically addressed. shall not be responsible for, the distribution of the shares
of any Fund, nor shall the Manager be deemed to have
assumed or have any responsibility with respect to
functions specifically assumed by any administrator,
transfer agent, fund accounting agent, custodian,
shareholder servicing agent or other agent, in each case
employed by the Trust or a Fund to perform
such functions.
- -----------------------------------------------------------------------------------------------------------------------------
Authority to Execute Documents Authority to Execute Documents
All Funds The Manager may execute on behalf of each Fund certain
agreements, instruments and documents in connection
Not specifically addressed. with the services performed by it under this Agreement.
These may include, without limitation, brokerage
agreements, clearing agreements, account documentation,
futures and options agreements, swap agreements, other
investment related agreements, and any other agreements,
documents or instruments the Manager believes are
appropriate or desirable in performing its duties under
this Agreement.
- -----------------------------------------------------------------------------------------------------------------------------
Transactions with Affiliates Transactions with Affiliates
All Funds Each Fund hereby authorizes any entity or person
associated with the Manager which is a member of a
In connection with purchases or sales of securities for national securities exchange to effect any transaction on
the account of the [Trust](9) [Portfolio](10), neither the the exchange for the account of the Fund which is
Manager nor any of its directors, officers or employees permitted by Section 11(a) of the Exchange Act and Rule
will act as a principal or agent or receive any commission 11a2-2(T) thereunder, and each Fund hereby consents to
except as permitted by the 1940 Act. the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).
- -----------------------------------------------------------------------------------------------------------------------------
- -----------
(9) Bracketed text appears in the Current Management Agreements for Group A and
Group B Funds.
(10) Bracketed text appears in the Current Management Agreement for Pioneer Cash
Reserves Fund.
179
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Use of Subadvisers Use of Subadvisers
Group A Funds and Pioneer Cash Reserves Fund Subject to the Board's approval, the Manager or any Fund
may enter into contracts with one or more investment
It is understood that the Manager may employ one or subadvisers, including without limitation, affiliates of the
more sub-investment advisers (each a "Sub-adviser") to Manager, in which the Manager delegates to such
provide investment advisory services to the Trust by investment subadvisers any or all its duties specified
entering into a written agreement with each such Sub- hereunder, on such terms as the Manager determines to be
adviser; provided, that any such agreement first shall be necessary, desirable or appropriate, provided that in each
approved by the vote of a majority of the Trustees, case such contracts are entered into in accordance with
including a majority of the Trustees who are not and meet all applicable requirements of the 1940 Act. The
"interested persons" (as defined in the 1940 Act) of the Trust agrees that the Manager shall not be accountable to
Trust, the Manager or any such Sub-adviser, and the Trust or any Fund or any Fund's shareholders for any
otherwise approved in accordance with the requirements loss or other liability relating to specific investments
of the 1940 Act or an exemption therefrom. The authority selected by any such subadviser.
given to the Manager in Sections 1 through 13 hereof
may be delegated by it under any such agreement;
provided, that any Sub-adviser shall be subject to the
same restrictions and limitations on investments and
brokerage discretion as the Manager. The Trust agrees
that the Manager shall not be accountable to the Trust or
the Trust's shareholders for any loss or other liability
relating to specific investments directed by any Sub-
adviser, even though the Manager retains the right to
reverse any such investment because, in the event a
Sub-adviser is retained, the Trust and the Manager will
rely almost exclusively on the expertise of the Sub-
adviser for the selection and monitoring of specific
investments.
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180
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Group B Funds
It is understood that the Manager may employ one or
more sub-investment advisers (each a "Sub-adviser") to
provide investment advisory services to the Trust by
entering into a written agreement with each such Sub-
adviser; provided, that any such agreement first shall be
approved by the vote of a majority of the Trustees,
including a majority of the Trustees who are not
"interested persons" of the Trust, the Manager or any
such Sub-adviser, and otherwise approved in accordance
with the requirements of the 1940 Act or an exemption
therefrom. The authority given to the Manager in Sections
1 through 13 hereof may be delegated by it under any
such agreement; provided, that any Sub-adviser shall be
subject to the same restrictions and limitations on
investments and brokerage discretion as the Manager.
The Trust agrees that the Manager shall not be
accountable to the Trust or the Trust's shareholders for
any loss or other liability relating to specific investments
directed by any Sub-adviser, even though the Manager
retains the right to reverse any such investment;
provided, however, that the foregoing shall not in any way
limit the Manager's other responsibilities under this
Agreement, including, the supervision of the Sub-
adviser's compliance with the Trust's investment policies
and restrictions.
- -----------------------------------------------------------------------------------------------------------------------------
Information to be Provided to the Manager Information to be Provided to Manager
All Funds The Trust shall at all times keep the Manager fully informed
with regard to the securities and other investments owned
Not specifically addressed. by each Fund, its funds available, or to become available,
for investment, and generally as to the condition of its
affairs. The Trust shall furnish the Manager with such other
documents and information with regard to its affairs as the
Manager may from time to time reasonably request.
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181
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Information to be Provided by the Manager Information to be Provided by Manager
All Funds The Manager shall supply the Board and officers of the
Trust with such information and reports reasonably
The Manager will, to the extent reasonably required in the required by them and reasonably available to the Manager.
conduct of the business of the [Trust](11) [Portfolio](12)
and upon the Trust's request, furnish to the Trust
research, statistical and advisory reports upon the
industries, businesses, corporations or securities as to
which such requests shall be made, whether or not the
[Trust] [Portfolio] shall at the time have any investment
in such industries, businesses, corporations or securities.
The Manager will use its best efforts in the preparation of
such reports and will endeavor to consult the persons
and sources believed by it to have information available
with respect to such industries, businesses, corporations
or securities.
- -----------------------------------------------------------------------------------------------------------------------------
Recordkeeping Obligations Recordkeeping Obligations
All Funds Unless maintained by another party on the Fund's behalf,
the Manager shall maintain the books and records with
The Manager will maintain all books and records with respect to each Fund's securities and other transactions
respect to the [Trust's](13) [Portfolio's](14) securities and keep the Fund's books of account in accordance with
transactions required by subparagraphs (b)(5), (6), (9) all applicable federal and state laws and regulations. In
and (10) and paragraph (f) of Rule 31a-1 under the 1940 compliance with the requirements of Rule 31a-3 under the
Act (other than those records being maintained by the 1940 Act, the Manager hereby agrees that any records that
custodian or transfer agent appointed by the Trust [with it maintains for each Fund are the property of the Fund,
respect to the Portfolio]) and preserve such records for and further agrees to surrender promptly to the Fund any
the periods prescribed therefor by Rule 31 a-2 under the of such records upon the Fund's request. The Manager
1940 Act. The Manager will also provide to the Board of further agrees to arrange for the preservation of the
Trustees such periodic and special reports as the Board records required to be maintained by Rule 31a-1 under the
may reasonably request. 1940 Act for the periods prescribed by Rule 31a-2 under
the 1940 Act.
- -----------------------------------------------------------------------------------------------------------------------------
Exclusion of Other Series of Trust Exclusion of Other Series of Trust
Pioneer Cash Reserves Fund Not specifically addressed.
The Manager recognizes that the Trust may from time to
time create additional investment portfolios of the Trust,
that this agreement relates only to the management of the
assets of the Portfolio, and that the management of the
assets of any additional portfolios of the Trust will be
subject to one or more separate investment management
agreements.
Group A and Group B Funds
Not specifically addressed.
- -----------------------------------------------------------------------------------------------------------------------------
- -----------
(11) Bracketed text appears in the Current Management Agreements for Group A and
Group B Funds.
(12) Bracketed text appears in the Current Management Agreement for Pioneer Cash
Reserves Fund.
(13) Bracketed text appears in the Current Management Agreements for Group A and
Group B Funds.
(14) Bracketed text appears in the Current Management Agreement for Pioneer Cash
Reserves Fund.
182
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Expenses Expenses
All Funds The Manager shall furnish, at its expense, all necessary
services, facilities, equipment and personnel for
[The manager shall pay directly or reimburse the Trust for...] performing the Manager's services under this Agreement.
all expenses not hereinafter specifically assumed by the Other than as herein specifically indicated, the Manager
Trust [or the Portfolio](15) where such expenses are incurred shall not be responsible for the Trust's or any Fund's
by the Manager or by the Trust [or the Portfolio] in ordinary and extraordinary expenses, and the Trust or a
connection with the management of the affairs of, and the Fund shall pay the Trust's or the Fund's ordinary and
investment and reinvestment of the assets of, the [Trust](16) extraordinary expenses. The Manager may agree to
[Portfolio]. provide to the Funds services other than the services that
are provided under this agreement on such terms as the
Group A Funds (except for Pioneer Protected Principal Plus Fund) Manager and the Trust may agree from time to time, and
nothing herein shall preclude payment by the Trust or a
The Trust shall assume and shall pay: (i) charges and Fund of compensation to the Manager for any such
expenses for fund accounting, pricing and appraisal services services rendered pursuant to a written agreement or
and related overhead, including, to the extent such services agreements approved by the Board.
are performed by personnel of the Manager or its affiliates,
office space and facilities, and personnel compensation,
training and benefits; (ii) the charges and expenses of
auditors; (iii) the charges and expenses of any custodian,
transfer agent, plan agent, dividend disbursing agent and
registrar appointed by the Trust; (iv) issue and transfer taxes
chargeable to the Trust in connection with securities
transactions to which the Trust is a party; (v) insurance
premiums, interest charges, dues and fees for membership
in trade associations and all taxes and corporate fees
payable by the Trust to federal, state or other governmental
agencies; (vi) fees and expenses involved in registering and
maintaining registrations of the Trust and/or its shares with
federal regulatory agencies, state or blue sky registration
agencies and foreign jurisdictions, including the preparation
of prospectuses and statements of additional information for
filing with such regulatory authorities; (vii) all expenses of
shareholders' and Trustees' meetings and of preparing,
printing and distributing prospectuses, notices, proxy
statements and all reports to shareholders and to
governmental agencies; (viii) charges and expenses of legal
counsel to the Trust and the Trustees; (ix) any distribution
fees paid by the Trust in accordance with Rule 12b-1
promulgated by the Commission pursuant to the 1940 Act;
(x) compensation of those Trustees of the Trust who are not
affiliated with, or "interested persons" of, the Manager, the
Trust (other than as Trustees), The Pioneer Group, Inc. or
Pioneer Funds Distributor, Inc.; (xi) the cost of preparing
and printing share certificates; and (xii) interest on borrowed
money, if any.
- -----------------------------------------------------------------------------------------------------------------------------
- -----------
(15) Bracketed text appears in the Current Management Agreement for Pioneer Cash
Reserves Fund.
(16) Bracketed text appears in the Current Management Agreements for Group A and
Group B Funds.
183
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Current Management Agreements Amended and Restated Management Agreement
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In addition to the expenses described in Section 6 above,
the Trust shall pay all brokers' and underwriting
commissions chargeable to the Trust in connection with
securities transactions to which the Trust is a party.
Group B Funds (except for Pioneer Protected Principal
Plus Fund II)
The Trust shall assume and shall pay: (i) charges and
expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent
such services are performed by personnel of the Manager
or its affiliates, office space and facilities, and personnel
compensation, training and benefits; (ii) the charges and
expenses of auditors; (iii) the charges and expenses of
any custodian, transfer agent, plan agent, dividend
disbursing agent, registrar or any other agent appointed
by the Trust; (iv) issue and transfer taxes chargeable to
the Trust in connection with securities transactions to
which the Trust is a party; (v) insurance premiums,
interest charges, dues and fees for membership in trade
associations and all taxes and corporate fees payable by
the Trust to federal, state or other governmental agencies;
(vi) fees and expenses involved in registering and
maintaining registrations of the Trust and/or its shares
with federal regulatory agencies, state or blue sky
securities agencies and foreign jurisdictions, including the
preparation of prospectuses and statements of additional
information for filing with such regulatory authorities; (vii)
all expenses of shareholders' and Trustees' meetings and
of preparing, printing and distributing prospectuses,
notices, proxy statements and all reports to shareholders
and to governmental agencies; (viii) charges and
expenses of legal counsel to the Trust and the Trustees;
(ix) any fees paid by the Trust in accordance with Rule
12b-1 promulgated by the Commission pursuant to the
1940 Act; (x) compensation of those Trustees of the Trust
who are not affiliated with, or "interested persons" (as
defined in the 1940 Act) of, the Manager, the Trust (other
than as Trustees), Pioneer Investment Management USA
Inc. or Pioneer Funds Distributor, Inc.; (xi) the cost of
preparing and printing share certificates; (xii) interest on
borrowed money, if any; and (xiii) any other expense that
the Trust, the Manager or any other agent of the Trust
may incur (A) as a result of a change in the law or
regulations, (B) as a result of a mandate from the Board
of Trustees with associated costs of a character generally
assumed by similarly structured investment companies or
(C) that is similar to the expenses listed above, and that
is approved by the Board of Trustees (including a
majority of the Independent Trustees) as being an
appropriate expense of the Trust.
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184
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
In addition to the expenses described in Section 6 above,
the Trust shall pay all brokers' and underwriting
commissions chargeable to the Trust in connection with
securities transactions to which the Trust is a party.
Pioneer Protected Principal Plus Fund
The Fund shall assume and shall pay: (i) charges and
expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent
such services are performed by personnel of the Manager
or its affiliates, office space and facilities, and personnel
compensation, training and benefits; (ii) the charges and
expenses of auditors; (iii) the charges and expenses of
any custodian, transfer agent, plan agent, dividend
disbursing agent and registrar appointed by the Trust on
behalf of the Fund; (iv) issue and transfer taxes
chargeable to the Fund in connection with securities
transactions to which the Trust, on behalf of the Fund, is
a party; (v) insurance premiums, interest charges, dues
and fees for membership in trade associations and all
taxes and corporate fees payable by the Fund to federal,
state or other governmental agencies; (vi) fees and
expenses involved in registering and maintaining
registrations of the Trust and/or Fund shares with federal
regulatory agencies, state or blue sky securities agencies
and foreign jurisdictions, including the preparation of
prospectuses and statements of additional information for
filing with such regulatory authorities; (vii) all expenses of
shareholders' and Trustees' meetings and of preparing,
printing and distributing prospectuses, notices, proxy
statements and all reports to shareholders and to
governmental agencies; (viii) charges and expenses of
legal counsel to the Trust and the Trustees; (ix) any
distribution fees paid by the Fund in accordance with
Rule 12b-1 promulgated by the Commission pursuant to
the 1940 Act; (x) compensation of those Trustees of the
Trust who are not affiliated with, or "interested persons"
of, the Manager, the Trust (other than as Trustees), or
Pioneer Funds Distributor, Inc.; (xi) the cost of preparing
and printing share certificates; (xii) interest on borrowed
money, if any, and (xiii) the fee and any other payment
due from the Fund under the Financial Warranty
Agreement, dated as of October 29, 2002 (the "Financial
Warranty Agreement"), among the Trust, on behalf of the
Fund, the Manager and Main Place Funding, LLC ("MPF")
or any other agreement entered into in connection with
the Financial Warranty Agreement.
In addition to the expenses described in Section 6 above,
the Fund shall pay all brokers' and underwriting
commissions chargeable to the Fund in connection with
securities transaction to which the Trust, on behalf of the
Fund, is a party.
- -----------------------------------------------------------------------------------------------------------------------------
185
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Pioneer Protected Principal Plus Fund II
The Fund shall assume and shall pay: (i) charges and
expenses for fund accounting and appraisal services and
related overhead, including, to the extent such services
are performed by personnel of the Manager or its
affiliates, office space and facilities, and personnel
compensation, training and benefits; (ii) the charges and
expenses of auditors; (iii) the charges and expenses of
any custodian, transfer agent, plan agent, dividend
disbursing agent and registrar appointed by the Trust on
behalf of the Fund; (iv) issue and transfer taxes
chargeable to the Fund in connection with securities
transactions to which the Trust, on behalf of the Fund, is
a party; (v) insurance premiums, interest charges, dues
and fees for membership in trade associations and all
taxes and corporate fees payable by the Fund to federal,
state or other governmental agencies; (vi) fees and
expenses involved in registering and maintaining
registrations of the Trust and/or Fund shares with federal
regulatory agencies, state or blue sky securities agencies
and foreign jurisdictions, including the preparation of
prospectuses and statements of additional information for
filing with such regulatory authorities; (vii) all expenses of
shareholders' and Trustees' meetings and of preparing,
printing and distributing prospectuses, notices, proxy
statements and all reports to shareholders and to
governmental agencies; (viii) charges and expenses of
legal counsel to the Trust and the Trustees; (ix) any
distribution fees paid by the Fund in accordance with
Rule 12b-1 promulgated by the Commission pursuant to
the 1940 Act; (x) compensation of those Trustees of the
Trust who are not "interested persons" of the Manager,
the Trust (other than as Trustees), or Pioneer Funds
Distributor, Inc.; (xi) the cost of preparing and printing
share certificates; (xii) interest on borrowed money, if
any; (xiii) the fee and any other payment due from the
Fund under the Financial Guarantee Agreement; and (xiii)
any other expense that the Trust, the Manager or any
agent of the Trust may incur (A) as a result of a change
in the law or regulations, (B) as a result of a mandate
from the Board of Trustees with associated costs of a
character generally assumed by similarly structured
investment companies or (C) that is similar to the
expenses listed above, and that is approved by the Board
of Trustees (including a majority of the Independent
Trustees) as being an appropriate expense of the Trust.
In addition to the expenses described in Section 6 above,
the Fund shall pay all brokers' and underwriting
commissions chargeable to the Fund in connection with
securities transaction to which the Trust, on behalf of the
Fund, is a party.
- -----------------------------------------------------------------------------------------------------------------------------
186
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Pioneer Cash Reserves Fund
The Trust shall assume and shall pay: (i) charges and
expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent
such services are performed by personnel of the Manager
or its affiliates, office space and facilities, and personnel
compensation, training and benefits; (ii) the charges and
expenses of auditors; (iii) the charges and expenses of
any custodian, transfer agent, plan agent, dividend
disbursing agent and registrar appointed by the Trust with
respect to the Portfolio; (iv) issue and transfer taxes
chargeable to the Trust in connection with securities
transactions to which the Trust is a party; (v) insurance
premiums, interest charges, dues and fees for
membership in trade associations and all taxes and
corporate fees payable by the Trust to federal, state or
other governmental agencies; (vi) fees and expenses
involved in registering and maintaining registrations of
the Trust and/or its shares with federal regulatory
agencies, state or blue sky securities agencies and
foreign jurisdictions, including the preparation of
prospectuses and statements of additional information for
filing with such regulatory authorities; (vii) all expenses of
shareholders' and Trustees' meetings and of preparing,
printing and distributing prospectuses, notices, proxy
statements and all reports to shareholders and to
governmental agencies; (viii) charges and expenses of
legal counsel to the Trust and the Trustees; (ix) any
distribution fees paid by the Trust in accordance with
Rule 12b-1 promulgated by the Commission pursuant to
the 1940 Act; (x) compensation of those Trustees of the
Trust who are not affiliated with, or "interested persons"
of, the Manager, the Trust (other than as Trustees), or
Pioneer Funds Distributor, Inc.; (xi) the cost of preparing
and printing share certificates; and (xii) interest on
borrowed money, if any.
In addition to the expenses described in Section 6 above,
the Trust shall pay all brokers' and underwriting
commissions chargeable to the Trust in connection with
securities transactions to which the Trust is a party.
All Funds
Except as otherwise provided herein, the Manager, at its
own expense, shall furnish to the Trust office space in the
offices of the Manager, or in such other place as may be
agreed upon from time to time, and all necessary office
facilities, equipment and personnel for managing the
Trust's affairs and investments [with respect to the
Portfolio].
- -----------------------------------------------------------------------------------------------------------------------------
187
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Current Management Agreements Amended and Restated Management Agreement
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Board Members and Officers Board Members and Officers
All Funds From time to time, the Manager shall authorize and
permit certain of its directors, officers and employees,
[Except as otherwise provided herein, the Manager...] who may be elected as Board members or officers of the
shall arrange, if desired by the Trust, for members of the Trust, to serve in the capacities in which they are elected.
Manager's organization to serve as officers or agents of The Manager will pay directly or reimburse the Trust for
the Trust. the compensation (if any) of the Trustees who are
affiliated persons of the Manager and all officers of the
The Manager shall pay directly or reimburse the Trust for: Trust as such, except as the Board may decide.
(i) the compensation (if any) of the Trustees who are
affiliated with, or "interested persons" (as defined in the
1940 Act) of, the Manager and all officers of the Trust as
such.
- -----------------------------------------------------------------------------------------------------------------------------
Fees Fees
Group A Funds As compensation for the services performed and the
facilities furnished and expenses assumed by the
The Trust shall pay to the Manager, as compensation for Manager, each Fund shall pay the Manager, as promptly
the Manager's services hereunder, a fee at the rate of as possible after the last day of each month, a fee,
[ ]% per annum of the Trust's average daily net assets. computed daily at an annual rate set forth opposite the
Fund's name on Appendix A annexed hereto, based on the
Group B Funds Fund's average daily net assets or otherwise as set forth
The Trust shall pay to the Manager, as compensation for on Appendix A. If this Agreement is terminated with
the Manager's services and expenses assumed hereunder, respect to any Fund as of any date not the last day of a
a fee at the annual rate of [ ]% of the Trust's average month, the fee payable by the Fund shall be paid as
daily net assets. promptly as possible after such date of termination and
shall be computed on the basis of the period ending on
Pioneer Cash Reserves Fund the last business day on which this Agreement is in effect
Effective [ ], the Trust shall pay to the Manager, as with respect to the Fund subject to a pro rata adjustment
compensation for the Manager's services hereunder, a fee based on the number of days elapsed in the current
at the rate of [ ]%per annum of the Portfolio's average month as a percentage of the total number of days in
daily net assets up to $[ ], and [ ]% on assets in the month.
excess of $[ ].
All Funds
The management fee payable hereunder shall be
computed daily and paid monthly in arrears. In the event
of the termination of this Agreement, the fee provided in
Section 8 shall be computed on the basis of the period
ending on the last business day on which this Agreement
is in effect subject to a pro rata adjustment based on the
number of days elapsed in the current month as a
percentage of the total number of days in such month.
- -----------------------------------------------------------------------------------------------------------------------------
188
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Fee Waivers Fee Waivers
All Funds Not specifically addressed.
The Manager may from time to time agree not to impose
all or a portion of its fee otherwise payable hereunder (in
advance of the time such fee or a portion thereof would
otherwise accrue) and/or undertake to pay or reimburse
the Trust for all or a portion of its expenses not otherwise
required to be borne or reimbursed by the Manager. Any
such fee reduction or undertaking may be discontinued or
modified by the Manager at any time.
- -----------------------------------------------------------------------------------------------------------------------------
Limitation of Liability of Manager Limitation of Liability of Manager
All Funds The Manager assumes no responsibility under this
Agreement other than to render the services called for
The Manager will not be liable for any error of judgment hereunder, in good faith, and shall not be liable for any
or mistake of law or for any loss sustained by reason of error of judgment or mistake of law, or for any loss
the adoption of any investment policy or the purchase, arising out of any investment or for any act or omission
sale, or retention of any security on the recommendation in the execution of securities or other transactions for any
of the Manager, whether or not such recommendation Fund, provided that nothing in this Agreement shall
shall have been based upon its own investigation and protect the Manager against any liability to a Fund to
research or upon investigation and research made by any which the Manager would otherwise be subject by reason
other individual, firm or corporation, but nothing of willful misfeasance, bad faith, or gross negligence in
contained herein will be construed to protect the Manager the performance of its duties or by reason of its reckless
against any liability to the Trust [or Portfolio](17) or its disregard of its obligations and duties hereunder. As used
shareholders by reason of willful misfeasance, bad faith in this paragraph 8, the term "Manager" shall include any
or gross negligence in the performance of its duties or by affiliates of the Manager performing services for the Trust
reason of its reckless disregard of its obligations and or any Fund pursuant to this agreement and the partners,
duties under this Agreement. shareholders, directors, officers and employees of the
Manager and such affiliates.
- -----------------------------------------------------------------------------------------------------------------------------
- -----------
(17) Bracketed text appears in the Current Management Agreement for Pioneer Cash
Reserves Fund.
189
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Current Management Agreements Amended and Restated Management Agreement
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Other Activities Other Activities
All Funds Nothing in this Agreement shall limit or restrict the right
of any director, officer, or employee of the Manager who
Nothing in this Agreement will in any way limit or restrict may also be a Trustee, officer, or employee of the Trust or
the Manager or any of its officers, directors, or any Fund, to engage in any other business or to devote
employees from buying, selling or trading in any his time and attention in part to the management or other
securities for its or their own accounts or other accounts. aspects of any other business, whether of a similar nature
The Manager may act as an investment adviser to any or a dissimilar nature, nor to limit or restrict the right of
other person, firm or corporation, and may perform the Manager to engage in any other business or to render
management and any other services for any other person, services of any kind, including investment advisory and
association, corporation, firm or other entity pursuant to management services, to any other fund, firm, individual
any contract or otherwise, and take any action or do any or association.
thing in connection therewith or related thereto; and no
such performance of management or other services or
taking of any such action or doing of any such thing shall
be in any manner restricted or otherwise affected by any
aspect of any relationship of the Manager to or with the
Trust or deemed to violate or give rise to any duty or
obligation of the Manager to the Trust except as
otherwise imposed by law.
- -----------------------------------------------------------------------------------------------------------------------------
Allocation of Investment Opportunities Allocation of Investment Opportunities
All Funds If the purchase or sale of securities or other investments
consistent with the investment policies of any Fund or
On occasions when the Manager deems the purchase or one or more other accounts of the Manager is considered
sale of a security to be in the best interest of the at or about the same time, transactions in such securities
[Trust](18) [Portfolio](19) as well as other clients, the or other investments will be allocated among the accounts
Manager may, to the extent permitted by applicable laws in a manner deemed equitable by the Manager. Such
and regulations, aggregate the securities to be sold or transactions may be combined, in accordance with
purchased in order to obtain the best execution and lower applicable laws and regulations, and consistent with the
brokerage commissions, if any. In such event, allocation Manager's policies and procedures as presented to the
of the securities so purchased or sold, as well as the Board from time to time.
expenses incurred in the transaction, will be made by the
Manager in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to
the [Trust] [Portfolio] and to such clients.
- -----------------------------------------------------------------------------------------------------------------------------
- -----------
(18) Bracketed text appears in the Current Management Agreements for Group A and
Group B Funds.
(19) Bracketed text appears in the Current Management Agreement for Pioneer Cash
Reserves Fund.
190
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Specific Defined Terms Specific Defined Terms
All Funds For the purposes of this Agreement, a Fund's "net assets"
shall be determined as provided in the Fund's then-current
Not specifically addressed. Prospectus and Statement of Additional Information and
the terms "assignment," "interested person," and
"majority of the outstanding voting securities" shall have
the meanings given to them by Section 2(a) of the 1940
Act, and references to the "1940 Act" shall include any
rule, regulation or applicable exemptive order of the
Securities and Exchange Commission (the "Commission")
thereunder and interpretive guidance with respect to the
1940 Act by the Commission or its staff.
- -----------------------------------------------------------------------------------------------------------------------------
Term Term
All Funds This Agreement will become effective with respect to each
Fund on the date first above written or such later date set
This Agreement shall become effective on the date hereof forth opposite the Fund's name on Appendix A annexed
and shall remain in force until [ ] and from year to hereto, provided that it shall have been approved by the
year thereafter, but only so long as its continuance is Trust's Board and by the shareholders of the Fund in
approved in accordance with the requirements of the accordance with the requirements of the 1940 Act and,
1940 Act or an exemption therefrom, subject to the right unless sooner terminated as provided herein, will continue
of the Trust and the Manager to terminate this contract as in effect for each Fund designated on Appendix A on the
provided in Section 17 hereof. date hereof until December 31, 2009, and for each Fund
added to Appendix A hereafter, until the date specified in
Appendix A. Thereafter, if not terminated, this Agreement
shall continue in effect with respect to each Fund, so long
as such continuance is specifically approved at least
annually (i) by the Board or (ii) by a vote of a majority of
the outstanding voting securities of the Fund, provided
that in either event the continuance is also approved by a
majority of the Trustees who are not interested persons of
any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on
such approval.
- -----------------------------------------------------------------------------------------------------------------------------
Termination Termination
All Funds This Agreement is terminable with respect to any Fund
without penalty by the Board or by vote of a majority of
Either party hereto may, without penalty, terminate this the outstanding voting securities of the Fund, in each
Agreement by vote of its Board of Trustees or Directors, case on not more than 60 days' nor less than 30 days'
as the case may be, or by vote of a "majority of the written notice to the Manager, or by the Manager upon
outstanding voting securities" (as defined in the 1940 not less than 60 days' written notice to the Trust, and will
Act) of the Trust or the Manager, as the case may be, and be terminated upon the mutual written consent of the
the giving of sixty days' written notice to the other party. Manager and the Trust. This Agreement shall terminate
This Agreement shall automatically terminate in the event automatically in the event of its assignment. This
of its assignment. For purposes of this Agreement, the Agreement may be terminated with respect to one or
term "assignment" shall have the meaning given it by more Funds without affecting the validity of this
Section 2(a)(4) of the 1940 Act. Agreement with respect to any other Fund designated on
Appendix A.
- -----------------------------------------------------------------------------------------------------------------------------
191
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Limitation of Recourse Limitation of Recourse
Group A and Group B Funds The Manager agrees that for services rendered to each
Fund, or for any claim by it in connection with services
Not specifically addressed. rendered to the Fund, it shall look only to assets of the
Fund for satisfaction and that it shall have no claim
Pioneer Cash Reserves Fund against the assets of any other portfolios of the Trust. The
The parties to this Agreement acknowledge and agree that undersigned officer of the Trust has executed this
all liabilities arising hereunder, whether direct or indirect, Agreement not individually, but as an officer under the
and of any and every nature whatsoever shall be satisfied Trust's Declaration of Trust and the obligations of this
solely out of the assets of the Portfolio and that no Agreement are not binding upon any of the Trustees,
Trustee, officer or holder of shares of beneficial interest officers or shareholders of the Trust individually.
of the Trust shall be personally liable for any of the
foregoing liabilities. The Trust's Declaration of Trust, as
amended from time to time, is on file in the office of the
Trust. Such Declaration of Trust describes in detail the
respective responsibilities and limitations on liability of
the Trustees, officers and holders of shares of beneficial
interest.
- -----------------------------------------------------------------------------------------------------------------------------
Amendments; Severability Amendments; Severability
All Funds No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument
This Agreement states the entire agreement of the parties in writing signed by the party against which enforcement
hereto, and is intended to be the complete and exclusive of the change, waiver, discharge or termination is sought,
statement of the terms hereof. It may not be added to or and no material amendment of the Agreement with
changed orally and may not be modified or rescinded respect to any Fund shall be effective until approved, if so
except by a writing signed by the parties hereto and in required by the 1940 Act, by vote of the holders of a
accordance with the 1940 Act, when applicable. majority of that Fund's outstanding voting securities.
Any term or provision of this Agreement which is invalid This Agreement embodies the entire agreement and
or unenforceable in any jurisdiction shall, as to such understanding between the parties hereto and supersedes
jurisdiction, be ineffective to the extent of such invalidity all prior agreements and understandings relating to the
or unenforceability without rendering invalid or subject matter hereof. Should any part of this Agreement
unenforceable the remaining terms or provisions of this be held or made invalid by a court decision, statute, rule
Agreement or affecting the validity or enforceability of any or otherwise, the remainder of this Agreement shall not
of the terms or provisions of this agreement in any other be affected thereby. This Agreement shall be binding on
jurisdiction. and shall inure to the benefit of the parties hereto and
their respective successors.
- -----------------------------------------------------------------------------------------------------------------------------
Governing Law Governing Law
All Funds This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws
This Agreement and all performance hereunder shall be of The Commonwealth of Massachusetts.
governed by and construed in accordance with the laws
of The Commonwealth of Massachusetts.
- -----------------------------------------------------------------------------------------------------------------------------
Amendment and Restatement Amendment and Restatement
All Funds This Agreement amends and restates in its entirety the
[management agreements].
Not applicable.
- -----------------------------------------------------------------------------------------------------------------------------
192
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Current Management Agreements Amended and Restated Management Agreement
- -----------------------------------------------------------------------------------------------------------------------------
Use of "Pioneer" Name Use of "Pioneer" Name
All Funds The Trust agrees that in the event that none of the
Manager or any of its affiliates acts as an investment
The Trust agrees that in the event that neither the adviser to a Fund, the name of the Fund will be changed
Manager nor any of its affiliates acts as an investment to one that does not contain the name "Pioneer" or
adviser to the Trust, the name of the Trust will be otherwise suggest an affiliation with the Manager.
changed to one that does not contain the name "Pioneer"
or otherwise suggest an affiliation with the Manager.
- -----------------------------------------------------------------------------------------------------------------------------
Manager as Independent Contractor Manager as Independent Contractor
All Funds Not specifically addressed.
The Manager is an independent contractor and not an
employee of the [Trust](20) [Portfolio](21) for any purpose.
If any occasion should arise in which the Manager gives
any advice to its clients concerning the shares of the
[Trust] [Portfolio], the Manager will act solely as
investment counsel for such clients and not in any way
on behalf of the Trust [or Portfolio].
- -----------------------------------------------------------------------------------------------------------------------------
Counterparts Counterparts
All Funds This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original,
This Agreement may be executed simultaneously in two but all of which together shall constitute one and the
or more counterparts, each of which shall be deemed an same instrument.
original, but all of which together shall constitute one and
the same instrument.
- -----------------------------------------------------------------------------------------------------------------------------
- -----------
(20) Bracketed text appears in the Current Management Agreements for Group A and
Group B Funds.
(21) Bracketed text appears in the Current Management Agreement for Pioneer Cash
Reserves Fund.
193
SECTION 16
FORM OF AMENDED AND RESTATED MANAGEMENT AGREEMENT
AMENDED AND RESTATED MANAGEMENT AGREEMENT
This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made this
day of , 2008, by and between [name of trust] (the "Trust"), a
[Delaware statutory] [Massachusetts business] trust, and Pioneer Investment
Management, Inc., a Delaware corporation (the "Manager").
WHEREAS, the Trust is registered as a management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Manager is engaged primarily in rendering investment advisory
and management services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended;
WHEREAS, the Trust wishes to retain the Manager to provide investment
advisory and management services to the Trust with respect to the series of the
Trust designated in Appendix A annexed hereto (the "Funds"); and
WHEREAS, the Manager is willing to furnish such services on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. The Trust hereby appoints the Manager to act as investment adviser of
each Fund for the period and on the terms set forth in this Agreement. The
Manager accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2. (a) Subject to the supervision of the Trust's Board of Trustees (the
"Board"), the Manager shall regularly provide each Fund with investment
research, advice, management and supervision and shall furnish a continuous
investment program for the Fund's portfolio of securities and other investments
consistent with the Fund's investment objectives, policies and restrictions, as
stated in the Fund's current Prospectus and Statement of Additional
Information. The Manager shall determine from time to time what securities and
other investments (including, without limitation, repurchase agreements, swap
agreements, options, futures and other instruments) will be purchased,
retained, sold or exchanged by each Fund and what portion of the assets of the
Fund's portfolio will be held in the various securities and other investments
in which the Fund invests, and what portion will be held uninvested in cash,
and shall implement those decisions (including the execution of investment
documentation), all subject to the provisions of the Trust's Declaration of
Trust and By-Laws (collectively, the "Governing Documents") and the 1940 Act,
as well as the investment objectives, policies and restrictions of the Fund
referred to above, and any other specific policies adopted by the Board and
disclosed to the Manager. The Manager is authorized as the agent of the Trust
to give instructions to the custodian of each Fund as to deliveries of
securities and other investments and payments of cash for the account of the
Fund. Subject to applicable provisions of the 1940 Act and direction from the
Board, the investment program to be provided hereunder may entail the
investment of all or substantially all of the assets of any Fund in one or more
investment companies. The Manager will place orders pursuant to its investment
determinations for each Fund either directly with the issuer or with any broker
or dealer, foreign currency dealer, futures commission merchant or others
selected by it. Except as described herein, the Manager shall seek overall the
best execution available in the selection of brokers or dealers and the placing
of orders for each Fund. In assessing the best execution available for any
transaction, the Manager may consider factors it deems relevant, including the
size and type of the transaction, the nature and character of the markets for
the security to be purchased or sold, the execution capabilities and financial
condition of the broker or dealer, and the reasonableness of the commission or
dealer spread, if any (whether for a specific transaction or on a continuing
basis). In connection with the selection of such brokers or dealers and the
placing of such orders, subject to applicable law, brokers or dealers may be
selected who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) to the Fund and/or the other accounts over which the
Manager or its affiliates exercise investment discretion. The Manager is
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for a Fund which is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Manager determines in good faith
that such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or in terms of all of the accounts
over which the Manager or its affiliates exercise investment discretion. The
Manager shall also provide advice and recommendations
194
with respect to other aspects of the business and affairs of each Fund, shall
exercise voting rights, rights to consent to corporate action and any other
rights pertaining to the Fund's portfolio securities subject to such direction
as the Board may provide, and shall perform such other functions of investment
management and supervision as may be directed by the Board. Notwithstanding the
foregoing, the Manager shall not be deemed to have assumed any duties with
respect to, and shall not be responsible for, the distribution of the shares of
any Fund, nor shall the Manager be deemed to have assumed or have any
responsibility with respect to functions specifically assumed by any
administrator, transfer agent, fund accounting agent, custodian, shareholder
servicing agent or other agent, in each case employed by the Trust or a Fund to
perform such functions. The Manager may execute on behalf of each Fund certain
agreements, instruments and documents in connection with the services performed
by it under this Agreement. These may include, without limitation, brokerage
agreements, clearing agreements, account documentation, futures and options
agreements, swap agreements, other investment related agreements, and any other
agreements, documents or instruments the Manager believes are appropriate or
desirable in performing its duties under this Agreement.
(b) Each Fund hereby authorizes any entity or person associated with the
Manager which is a member of a national securities exchange to effect any
transaction on the exchange for the account of the Fund which is permitted by
Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and each Fund
hereby consents to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).
3. Subject to the Board's approval, the Manager or any Fund may enter into
contracts with one or more investment subadvisers, including without
limitation, affiliates of the Manager, in which the Manager delegates to such
investment subadvisers any or all its duties specified hereunder, on such terms
as the Manager determines to be necessary, desirable or appropriate, provided
that in each case such contracts are entered into in accordance with and meet
all applicable requirements of the 1940 Act. The Trust agrees that the Manager
shall not be accountable to the Trust or any Fund or any Fund's shareholders
for any loss or other liability relating to specific investments selected by
any such subadviser.
4. The Trust shall at all times keep the Manager fully informed with
regard to the securities and other investments owned by each Fund, its funds
available, or to become available, for investment, and generally as to the
condition of its affairs. The Trust shall furnish the Manager with such other
documents and information with regard to its affairs as the Manager may from
time to time reasonably request. The Manager shall supply the Board and
officers of the Trust with such information and reports reasonably required by
them and reasonably available to the Manager.
5. (a) Unless maintained by another party on the Fund's behalf, the
Manager shall maintain the books and records with respect to each Fund's
securities and other transactions and keep the Fund's books of account in
accordance with all applicable federal and state laws and regulations. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager
hereby agrees that any records that it maintains for each Fund are the property
of the Fund, and further agrees to surrender promptly to the Fund any of such
records upon the Fund's request. The Manager further agrees to arrange for the
preservation of the records required to be maintained by Rule 31a-1 under the
1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act.
(b) The Manager shall furnish, at its expense, all necessary services,
facilities, equipment and personnel for performing the Manager's services under
this Agreement. Other than as herein specifically indicated, the Manager shall
not be responsible for the Trust's or any Fund's ordinary and extraordinary
expenses, and the Trust or a Fund shall pay the Trust's or the Fund's ordinary
and extraordinary expenses. The Manager may agree to provide to the Funds
services other than the services that are provided under this Agreement, on such
terms as the Manager and the Trust may agree from time to time, and nothing
herein shall preclude payment by the Trust or a Fund of compensation to the
Manager for any such services rendered pursuant to a written agreement or
agreements approved by the Board.
6. From time to time, the Manager shall authorize and permit certain of
its directors, officers and employees, who may be elected as Board members or
officers of the Trust, to serve in the capacities in which they are elected.
The Manager will pay directly or reimburse the Trust for the compensation (if
any) of the Trustees who are affiliated persons of the Manager and all officers
of the Trust as such, except as the Board may decide.
7. As compensation for the services performed and the facilities furnished
and expenses assumed by the Manager, each Fund shall pay the Manager, as
promptly as possible after the last day of each month, a fee, computed daily at
an annual rate set forth opposite the Fund's name on Appendix A annexed hereto,
based on the Fund's average daily net assets or otherwise as set forth on
Appendix A. If this Agreement is terminated with respect to any Fund as of any
date not the last day of a month, the fee payable by the Fund shall be paid as
promptly as possible after such date of termination and shall be computed on
195
the basis of the period ending on the last business day on which this Agreement
is in effect with respect to the Fund subject to a pro rata adjustment based on
the number of days elapsed in the current month as a percentage of the total
number of days in the month.
8. The Manager assumes no responsibility under this Agreement other than
to render the services called for hereunder, in good faith, and shall not be
liable for any error of judgment or mistake of law, or for any loss arising out
of any investment or for any act or omission in the execution of securities or
other transactions for any Fund, provided that nothing in this Agreement shall
protect the Manager against any liability to a Fund to which the Manager would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder. As used in this paragraph 8,
the term "Manager" shall include any affiliates of the Manager performing
services for the Trust or any Fund pursuant to this Agreement and the partners,
shareholders, directors, officers and employees of the Manager and such
affiliates.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Manager who may also be a Trustee,
officer, or employee of the Trust or any Fund, to engage in any other business
or to devote his time and attention in part to the management or other aspects
of any other business, whether of a similar nature or a dissimilar nature, nor
to limit or restrict the right of the Manager to engage in any other business
or to render services of any kind, including investment advisory and management
services, to any other fund, firm, individual or association. If the purchase
or sale of securities or other investments consistent with the investment
policies of any Fund or one or more other accounts of the Manager is considered
at or about the same time, transactions in such securities or other investments
will be allocated among the accounts in a manner deemed equitable by the
Manager. Such transactions may be combined, in accordance with applicable laws
and regulations, and consistent with the Manager's policies and procedures as
presented to the Board from time to time.
10. For the purposes of this Agreement, a Fund's "net assets" shall be
determined as provided in the Fund's then-current Prospectus and Statement of
Additional Information and the terms "assignment," "interested person," and
"majority of the outstanding voting securities" shall have the meanings given
to them by Section 2(a) of the 1940 Act, and references to the "1940 Act" shall
include any rule, regulation or applicable exemptive order of the Securities
and Exchange Commission (the "Commission") thereunder and interpretive guidance
with respect to the 1940 Act by the Commission or its staff.
11. This Agreement will become effective with respect to each Fund on the
date first above written or such later date set forth opposite the Fund's name
on Appendix A annexed hereto, provided that it shall have been approved by the
Trust's Board and by the shareholders of the Fund in accordance with the
requirements of the 1940 Act and, unless sooner terminated as provided herein,
will continue in effect for each Fund designated on Appendix A on the date
hereof until December 31, 2009, and for each Fund added to Appendix A
hereafter, until the date specified in Appendix A. Thereafter, if not
terminated, this Agreement shall continue in effect with respect to each Fund,
so long as such continuance is specifically approved at least annually (i) by
the Board or (ii) by a vote of a majority of the outstanding voting securities
of the Fund, provided that in either event the continuance is also approved by
a majority of the Trustees who are not interested persons of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
12. This Agreement is terminable with respect to any Fund without penalty
by the Board or by vote of a majority of the outstanding voting securities of
the Fund, in each case on not more than 60 days' nor less than 30 days' written
notice to the Manager, or by the Manager upon not less than 60 days' written
notice to the Trust, and will be terminated upon the mutual written consent of
the Manager and the Trust. This Agreement shall terminate automatically in the
event of its assignment. This Agreement may be terminated with respect to one
or more Funds without affecting the validity of this Agreement with respect to
any other Fund designated on Appendix A.
13. The Manager agrees that for services rendered to each Fund, or for any
claim by it in connection with services rendered to the Fund, it shall look
only to assets of the Fund for satisfaction and that it shall have no claim
against the assets of any other portfolios of the Trust. The undersigned
officer of the Trust has executed this Agreement not individually, but as an
officer under the Trust's Declaration of Trust and the obligations of this
Agreement are not binding upon any of the Trustees, officers or shareholders of
the Trust individually.
14. The Trust agrees that in the event that none of the Manager or any of
its affiliates acts as an investment adviser to a Fund, the name of the Fund
will be changed to one that does not contain the name "Pioneer" or otherwise
suggest an affiliation with the Manager.
15. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no
196
material amendment of the Agreement with respect to any Fund shall be effective
until approved, if so required by the 1940 Act, by vote of the holders of a
majority of that Fund's outstanding voting securities.
16. This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. Should any part of this Agreement be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding on and shall inure to the benefit of the parties hereto and their
respective successors.
17. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
18. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
19 This Agreement amends and restates in its entirety the [management
agreements].
[signature page to follow]
197
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
[NAME OF TRUST]
By: ___________________________________
Name:
Title:
PIONEER INVESTMENT MANAGEMENT, INC.
By: ___________________________________
Name:
Title:
198
Appendix A
Fund Effective Date/Initial Term Date Fee
- ---- -------------------------------- ---
199
SECTION 17
NOMINATING COMMITTEE CHARTER
PIONEER FUNDS
NOMINATING COMMITTEE CHARTER
Function The key function of the Nominating Committee of the Boards of
Trustees of the Pioneer Funds (the "Funds") is to screen potential candidates
for Independent Trustees. In performing such function, the Nominating Committee
will:
o Periodically review the requisite skills and criteria for Independent
Trustees.
o Periodically review the requisite skills and criteria for the
re-nomination of a person currently serving as an Independent Trustee.
o Review the qualifications of any person nominated to serve on the Board
by a shareholder or recommended by any Trustee, management or another
person and to make a recommendation as to the qualifications of such
nominated or recommended person to the Independent Trustees and the
Board; and
o Periodically review and revise as it deems appropriate procedures
regarding Trustee candidates recommended by shareholders.
With respect to a vacancy on the Board, the Committee shall use the
criteria and the principles set forth on Annex A, as revised from time to time,
to guide its selection process. These criteria shall be applied when
considering a recommendation as to a vacancy whether the person has been
recommended by a shareholder, Trustee, management or otherwise.
With respect to the re-nomination of an existing Independent Trustee, the
Committee and the Independent Trustees Committee shall use the criteria and the
principles set forth on Annex A, as revised from time to time, to guide its
selection process.
The Nominating Committee performs these functions to assist the Board and
the Independent Trustees in carrying out their fiduciary responsibilities and
the requirements of the Investment Company Act of 1940 and the rules thereunder
with respect to the nomination of members of the Board. The primary function of
the Committee is to act as a consultative body to the Independent Trustees
Committee, which shall be responsible for determining whether to recommend the
nomination of any person to serve as Independent Trustee to the Board.
Nomination of any person to serve on the Board as an Independent Trustee shall
initially be acted upon by the Independent Trustees and then the entire Board.
Nominations of persons to serve as Trustees who are not Independent Trustees
shall be made by the Board.
Governance The Committee shall be comprised of three Trustees who shall be
nominated and elected by the Board. Each member of the Committee must be
independent under the New York Stock Exchange's Revised Listing Rules and must
not be interested persons, as defined in the Investment Company Act of 1940, as
amended, of Pioneer Investment Management, Inc. Members of the Committee shall
elect from among themselves a Chairperson, who shall preside over meetings of
the Committee. Replacements for vacancies, occurring from time to time, shall
be nominated and elected by the remaining Trustees of the Funds.
The Committee shall meet with such frequency as the members of the
Committee shall determine to be appropriate. Meetings of the Nominating
Committee shall be open to all Independent Trustees; however, no member of the
Board other than a member of the Committee shall have the right to vote on any
matter brought before the Committee. All actions by the Committee shall be
taken by a majority of the total number of members of the Committee, regardless
of the number of members of the Committee actually present at such meeting. Any
action permitted to be taken by the Committee may be taken by written action
signed by at least a majority of the members of the Committee.
The Committee shall have the authority to retain and terminate any search
firm to be used to identify or investigate the qualifications of Trustee
nominees, including authority to approve the search firm's fees and other
retention terms. The Committee is empowered, without further action by the
Board, to cause the Funds to pay the compensation of any search firm engaged by
the Committee.
The Committee shall, from time to time as it deems appropriate, review and
reassess the adequacy of this Charter, including Annex A, and recommend any
proposed changes to the Board for approval.
Approval of Charter This Charter and any amendments are subject to
approval by the Board.
200
Annex A -- General Criteria
1. Nominees should have a reputation for integrity, honesty and adherence to
high ethical standards.
2. Nominees should have demonstrated business acumen and ability to exercise
sound judgments in matters that relate to the current and long-term
objectives of the Fund(s) and should be willing and able to contribute
positively to the decision-making process of the Fund(s).
3. Nominees should have a commitment and ability to devote the necessary time
and energy to be an effective trustee, to understand the Fund(s) and the
responsibilities of a trustee of an investment company. The nominee should
have the expectation to attend and participate in all meetings of the Board
and its committees.
4. Nominees should have the ability to understand the sometimes conflicting
interests of the various constituencies of the Fund, including shareholders
and the management company, and to act in the interests of all shareholders.
5. Nominees should not have, nor appear to have, a conflict of interest that
would impair the nominee's ability to represent the interests of all the
shareholders and to fulfill the responsibilities of a trustee.
6. Nominees shall not be discriminated against on the basis of race, religion,
national origin, sex, sexual orientation, disability or any other basis
proscribed by law. The value of diversity on the Board should be considered.
201
NOTES
[Logo]PIONEER
Investments(R) PROXY
PIONEER FUNDS
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 13, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF TRUSTEES OF THE FUNDS
The undersigned hereby appoint(s) John F. Cogan, Jr., Dorothy E. Bourassa and
Christopher J. Kelley, or any of them, as Proxies of the undersigned with full
power of substitution, to vote and act with respect to all interests in each of
the Funds with respect to which the undersigned is entitled to vote at the
Special Meeting of Shareholders of each such Fund to be held at the offices of
Bingham McCutchen LLP, 150 Federal Street, Boston, Massachusetts 02110, on May
13, 2008, at 2:00 p.m. (Eastern time), and at any adjournments or postponements
thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting of
Shareholders and of the accompanying Joint Proxy Statement, and revokes any
proxy previously given with respect to such meeting.
This proxy will be voted as instructed. If no specification is made for a
proposal, the proxy will be voted "FOR" the proposals. The Proxies are
authorized in their discretion to vote upon such other matters as may come
before the Meeting or any adjournments or postponements thereof.
VOTE VIA THE INTERNET: www.proxy-direct.com/pioneer
VOTE VIA THE TELEPHONE: 1-866-241-6192
--------------------------- ------------------
--------------------------- ------------------
Note: Signature(s) should be exactly as name or
names appearing on this proxy. If shares are held
jointly, each holder should sign. If signing is by
attorney, executor, administrator, trustee or
guardian, please give full title.
__________________________________________________
Signature(s)
__________________________________________________
Signature(s)
__________________________________________________
Date PIO_18636_031308
FUND FUND FUND
- ---- ----- ----
Fundname Drop-In 1 Fundname Drop-In 2 Fundname Drop-In 3
Fundname Drop-In 4 Fundname Drop-In 5 Fundname Drop-In 6
THE BOARD RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: |_|
- --------------------------------------------------------------------------------
|_| To vote FOR all Proposals for all Funds mark this box. No other vote is
necessary.
- --------------------------------------------------------------------------------
1. To elect Trustees:
01. John F. Cogan, Jr. 02. Daniel K. Kingsbury 03. David R. Bock 04. Mary K. Bush
05. Benjamin M. Friedman 06. Margaret B.W. Graham 07. Thomas J. Perna 08. Marguerite A. Piret
09. Stephen K. West 10. John Winthrop
To withhold your vote for any individual nominee(s), mark the "For All Except"
box and write the number(s) of the applicable nominee(s) on the line provided.
FOR WITHHOLD FOR ALL FOR WITHHOLD FOR ALL
ALL ALL EXCEPT ALL ALL EXCEPT
Fundname Drop-In 1 |_| |_| |_| ________________ Fundname Drop-In 2 |_| |_| |_| ________________
Fundname Drop-In 3 |_| |_| |_| ________________ Fundname Drop-In 4 |_| |_| |_| ________________
Fundname Drop-In 5 |_| |_| |_| ________________ Fundname Drop-In 6 |_| |_| |_| ________________
2A. To approve an amendment to the Declaration of Trust
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_| Fundname Drop-In 6 |_| |_| |_|
2B. To approve an Agreement and Plan of Reorganization
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_|
3. To approve changes to the fundamental investment policies of your Fund(s) relating to:
3-A Borrowing.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_| Fundname Drop-In 6 |_| |_| |_|
3-B Underwriting.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_| Fundname Drop-In 6 |_| |_| |_|
3-C Lending.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_| Fundname Drop-In 6 |_| |_| |_|
3-D Senior Securities.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_| Fundname Drop-In 6 |_| |_| |_|
3-E Real Estate.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_| Fundname Drop-In 6 |_| |_| |_|
3-F Commodities.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_| Fundname Drop-In 6 |_| |_| |_|
3-G Concentration.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_| Fundname Drop-In 6 |_| |_| |_|
3-H Diversification.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_|
3-I Convert Investment Objective(s) from Fundamental to Non-Fundamental.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_|
3-J Illiquid Securities.
FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_|
3-K Purchasing Securities on Margin.
FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_|
3-L Short Sales.
FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_|
3-M Purchasing Securities on Margin and Making Short Sales.
FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_|
3-N Investments in Other Investment Companies.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_|
3-O Pledging or Guaranteeing Assets.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_|
3-P Investments Made for the Purpose of Exercising Control or Management of Issuers.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_|
3-Q Investments in Affiliates.
FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_|
3-R Investments in Convertible Debt Securities Rated Below Investment Grade.
FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_|
4. To approve an Amended and Restated Management Agreement with Pioneer Investment Management, Inc.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_| Fundname Drop-In 6 |_| |_| |_|
5. To approve a Policy Allowing the Appointment of Unaffiliated Sub-Advisers and Amendments to Sub-Advisory Agreements without
Shareholder Approval.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop-In 1 |_| |_| |_| Fundname Drop-In 2 |_| |_| |_| Fundname Drop-In 3 |_| |_| |_|
Fundname Drop-In 4 |_| |_| |_| Fundname Drop-In 5 |_| |_| |_| Fundname Drop-In 6 |_| |_| |_|
6. To transact such other business as may properly come before the Special Meeting of each Fund.
PLEASE VOTE, DATE AND SIGN THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
PIO_18636_031308
[Logo]PIONEER
Investments(R)
IMPORTANT PROXY INFORMATION
Your Vote Counts!
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Shareholder Meeting Notice
- --------------------------------------------------------------------------------
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Important Notice Regarding the Availability of Proxy Materials for the
Pioneer Funds Shareholder Meeting to Be Held on May 13, 2008.
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As a shareholder, it is important for you to Vote!
On the back of this notice, you will find a summary of the proposals that
require a shareholder vote at the Meeting.
This communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. We encourage you to access
and review all of the important information contained in the proxy materials
before voting.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/pioneer
------------------------------------
If you want to receive a paper copy of the documents or an email with a link to
the documents, you must request them. There is no charge to you for requesting a
copy. Please make your request as soon as possible, but no less than 10 calendar
days before the Meeting Date to facilitate timely delivery.
ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS
CAN BE MADE UTILIZING ONE OF THE THREE METHODS BELOW.
THE INTERNET & PHONE SITES LISTED BELOW ALSO ALLOW YOU TO
SETUP A DELIVERY PREFERENCE FOR FUTURE MEETINGS.
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ACCESS MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS
--------------------------------------------------------------------------
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EASY ONLINE ACCESS - REQUEST BY INTERNET
------------------ -------------------
[GRAPHIC]
Log on to the Internet and go to: https://www.proxy-direct.com/pioneer
On this site you can view the Proxy Statement and Form of Proxy online,
request paper copies, request an email with a link to the materials
and/or set future delivery preferences.
Just follow the steps outlined on this secure website.
--------------------------------------------------------------------------
- ------------------------------------------ ----------------------------------------------
TELEPHONE REQUESTS - CALL 1-866-884-2702 EMAIL US - proxymaterials@computershare.com:
- ------------------------------------------ ----------------------------------------------
Obtain Paper Copies of the Proxy Statement Email us to request a Paper Copy of the Proxy
and Form of Proxy and/or set future Statement and Form of Proxy
delivery preferences by Touch Tone Phone. - Provide only your 14 Digit Control Number
Call Toll Free from the U.S. or Canada & 8 Digit Security Code as listed on this
at NO CHARGE to you. Follow the notice in your email request for materials.
instructions provided by the recorded - We will mail out a paper package to your
messages. address on file within 3 business days.
- ------------------------------------------ ----------------------------------------------
- --------------------------------------------------------------------------------
PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN 10 CALENDAR DAYS BEFORE THE
MEETING TO FACILITATE TIMELY DELIVERY.
- --------------------------------------------------------------------------------
Your Fund's Special Meeting will be held at 2:00 p.m. Eastern time, on
May 13, 2008 at the offices of Bingham McCutchen LLP,
150 Federal Street, Boston, Massachusetts 02110
The Board recommends you vote FOR the following proposals.
1. To elect Trustees
2A. To approve an amendment to the Declaration of Trust
2B. To approve an Agreement and Plan of Reorganization
3. To approve changes to the fundamental investment policies of your
Fund(s) relating to:
3-A Borrowing
3-B Underwriting
3-C Lending
3-D Senior Securities
3-E Real Estate
3-F Commodities
3-G Concentration
3-H Diversification
3-I Convert Investment Objective(s) from Fundamental to
Non-Fundamental
3-J Illiquid Securities
3-K Purchasing Securities on Margin
3-L Short Sales
3-M Purchasing Securities on Margin and Making Short Sales
3-N Investments in Other Investment Companies
3-O Pledging or Guaranteeing Assets
3-P Investments Made for the Purpose of Exercising Control or
Management of Issuers
3-Q Investments in Affiliates
3-R Investments in Convertible Debt Securities Rated Below
Investment Grade
4. To approve an Amended and Restated Management Agreement with Pioneer
Investment Management, Inc.
5. To approve a Policy Allowing the Appointment of Unaffiliated
Sub-Advisers and Amendments to Sub-Advisory Agreements without
Shareholder Approval
6. To transact such other business as may properly come before the Special
Meeting of each Fund
Please refer to the proxy materials to determine the proposals that
apply specifically to your holdings.
If you wish to attend and vote at the meeting please bring this notice and
proper identification with you to the meeting. Directions can be obtained by
visiting: http://www.bingham.com/LocationMap.aspx?LocationID=1